Critical Metals Corp. Confirms Option Scheme Consideration for European Lithium Acquisition
Holders of 991 or fewer European Lithium options will receive a share of net sale proceeds rather than new shares.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Summary
Critical Metals (Nasdaq: CRML) confirmed option consideration for its European Lithium acquisition after the schemes became effective on October 27, 2026. Eligible optionholders will receive 0.0353158621 new Critical Metals shares per European Lithium option, or approximately 35.32 shares per 1,000 options, subject to fractional-entitlement rounding.
The cashless exercise calculation uses the share scheme ratio of 0.045, an A$0.10 exercise price converted at an AUD/USD exchange rate of 0.7021, and a US$7.25 volume-weighted average share price. The entitlement record date is expected to be October 29. Share issuance is expected on November 5, 2026, followed by Nasdaq trading of the new shares and European Lithium's removal from the ASX Official List on November 6. These dates remain indicative and subject to change.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Moderate pointEuropean Lithium acquisition schemes became effective October 27, 2026, completing that transaction milestone.
Negative
- Minor point. Forward-looking: it has not happened yet and may not happen.Option consideration issues 0.0353158621 new shares per eligible option, subject to fractional rounding, diluting existing holders.
News Explained
With the schemes effective, European Lithium optionholders with 991 or fewer options will receive no new Critical Metals shares; instead, they will receive their pro rata share of net cash from selling the shares they otherwise would have received.
Details
Market move: CRML -5.87% vs previous close. Option scheme consideration
On Oct 28, the day this news came out, the latest delayed price for CRML is 5.87% below the previous close. Our momentum scanner has recorded 18 alerts for this stock so far that day. The latest delayed price is $7.65. Relative volume is elevated at 2.8x the average.
Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.
Key Figures
- Option consideration
- 0.0353158621 new shares per European Lithium option
- Option Scheme consideration
- Small Optionholder threshold
- 991 or fewer options
- Holders receive cash proceeds instead of new shares
- Implementation date
- November 5, 2026
- Expected issue of new Critical Metals shares
- Expected Nasdaq trading date
- November 6, 2026
- New Critical Metals shares
Previous Acquisition Reports
-
Western Australia court approved the European Lithium acquisition schemes.
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European Lithium securityholders approved the acquisition schemes.
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Key Terms
scheme of arrangement regulatory
cashless exercise formula financial
vwap financial
section 3(a)(10) regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
Schemes became effective October 27, 2026; new Critical Metals Corp shares expected to begin trading on Nasdaq November 6, 2026
NEW YORK, Oct. 28, 2026 (GLOBE NEWSWIRE) -- Critical Metals Corp. (Nasdaq: CRML) (“Critical Metals Corp” or the “Company”), a leading critical minerals exploration and mining company, today announced that European Lithium Limited (ASX: EUR, FRA: PF8, OTC: EULIF) (“European Lithium”) has confirmed the consideration payable under the option scheme of arrangement (the “Option Scheme”) in connection with the Company’s acquisition of European Lithium. The Option Scheme and the related share scheme of arrangement (together, the “Schemes”) became effective on October 27, 2026.
Option Scheme Consideration
Eligible holders of European Lithium options will receive 0.0353158621 new Critical Metals Corp shares for each European Lithium option held at the record date, or approximately 35.32 shares for every 1,000 options, subject to rounding of fractional entitlements. The figure is calculated using the cashless exercise formula set out in the scheme booklet dated September 15, 2026, based on the Share Scheme transaction ratio of 0.045, the A
Holders of 991 or fewer European Lithium options at the record date are Small Optionholders. They will not receive new Critical Metals Corp shares and will instead receive their pro rata share of the net cash proceeds from the sale of the shares to which they would otherwise be entitled.
Next Steps and Key Dates
The remaining key dates are expected to be:
- October 29, 2026: Record date for entitlements to the scheme consideration (4:00pm AWST / 7:00pm AEDT)
- November 5, 2026: Implementation date, issue of new Critical Metals Corp shares to European Lithium securityholders
- November 6, 2026: New Critical Metals Corp shares expected to begin trading on Nasdaq, and European Lithium removed from the ASX Official List (10:00am AEDT, or as otherwise determined by the ASX)
Dates and times are indicative only and subject to change. Any changes will be announced by European Lithium on the ASX. AWST refers to Perth, Western Australia time and AEDT refers to Sydney, New South Wales time.
Critical Metals Corp intends to rely on the approval of the Supreme Court of Western Australia of the Schemes to qualify for the exemption from registration under section 3(a)(10) of the U.S. Securities Act of 1933, as amended, in connection with the issue of new Critical Metals Corp shares under the Schemes.
For the full calculation, the treatment of Small Optionholders, the exercise of options and the complete timetable, please refer to European Lithium’s announcement to the ASX, “Option Scheme Consideration,” dated October 28, 2026. European Lithium securityholders with questions can contact the European Lithium Securityholder information line on 1300 630 625 (within Australia) or +61 2 9000 7014 (outside Australia), Monday to Friday between 8:00am and 5:00pm AEDT, excluding national public holidays in Australia.
About Critical Metals Corp.
Critical Metals Corp (Nasdaq: CRML) is a leading mining development company focused on critical metals and minerals, and producing strategic products essential to electrification and next-generation technologies for Europe and its Western world partners. Its flagship Project, Tanbreez, is one of the world's largest rare earth deposits and is located in Southern Greenland. The deposit is expected to have access to key transportation outlets as the area features year-round direct shipping access via deep water fjords that lead directly to the North Atlantic Ocean.
Another key asset is the Wolfsberg Lithium Project located in Carinthia, 270 km south of Vienna, Austria. The Wolfsberg Lithium Project is the first fully permitted mine in Europe and is strategically located with access to established road and rail infrastructure and is expected to be the next major producer of key lithium products to support the European market. Wolfsberg is well positioned with offtake and downstream partners to become a unique and valuable asset in an expanding geostrategic critical metals portfolio.
With this strategic asset portfolio, Critical Metals Corp is positioned to become a reliable and sustainable supplier of critical minerals essential for defense applications, the clean energy transition, and next-generation technologies in the western world.
For more information, please visit https://www.criticalmetalscorp.com/.
Cautionary Note Regarding Forward Looking Statements
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements may include expectations of our business and the plans and objectives of management for future operations, including with respect to the proposed acquisition of European Lithium and the anticipated timetable for and implementation of the Schemes. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this news release, forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “designed to” or other similar expressions that predict or indicate future events or trends or that are not statements of historical facts. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.
Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements for many reasons, including the factors discussed under the “Risk Factors” section in the Company’s Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission. These forward-looking statements are based on information available as of the date of this news release, and expectations, forecasts and assumptions as of that date, involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Critical Metals Corp.
Investor Relations: ir@criticalmetalscorp.com
Media: pr@criticalmetalscorp.com
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What will European Lithium small optionholders receive in the Critical Metals acquisition?
Holders of 991 or fewer European Lithium options at the record date will receive their pro rata share of net cash proceeds from selling the shares they would otherwise receive. These Small Optionholders will not receive new Critical Metals shares.