Critical Metals Corp. Provides Update on Proposed Acquisition of European Lithium
Rhea-AI Summary
Critical Metals Corp (Nasdaq: CRML) updated terms of its proposed acquisition of European Lithium, amending the exchange ratio in the Scheme Implementation Deed. The prior fixed ratio of 0.035 New CRML shares per European Lithium share is replaced by a floating ratio linked to the 20‑day CRML Nasdaq VWAP before the scheme meeting.
If the Scheme VWAP is at or below US$8.00, European Lithium securityholders would receive the maximum of 0.045 New CRML shares; if at or above US$16.00, they receive the minimum of 0.025 shares. Between these prices, the ratio adjusts linearly. According to the company, this structure shares CRML share price movements between both sets of securityholders and limits short‑term volatility via a cap and collar. Based on the latest 20‑day VWAP (less than US$8.00), the indicative ratio would currently be 0.045 and will also apply to European Lithium listed options and performance rights. All other material scheme terms, conditions and the strategic rationale remain unchanged, with implementation targeted for October 2026, subject to approvals.
Positive
- Floating exchange ratio with 0.025–0.045 cap and collar tied to CRML 20‑day VWAP
- Current indicative ratio 0.045 New CRML shares per European Lithium share, based on recent VWAP below US$8.00
- Key scheme terms and strategic rationale unchanged despite exchange ratio amendment
- Implementation targeted for October 2026, subject to European Lithium securityholder and court approvals
Negative
- Higher share issuance if CRML price declines, as the ratio increases up to 0.045 New CRML shares
- Transaction completion remains conditional on European Lithium shareholder, option holder and court approvals
Key Figures
Previous Acquisition Reports
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Jun 30 | Arctic ship asset acquisition | Positive | -0.2% | Acquired Ocean Endeavour for €7.5 million to support Tanbreez project operations |
| May 18 | European Lithium acquisition | Positive | -6.0% | Signed binding deed to acquire all European Lithium shares and listed options |
| May 05 | 60° North acquisition approval | Positive | +3.1% | Received Greenland government approval for 70% acquisition of 60° North ApS |
| Apr 30 | Tanbreez stake acquisition | Positive | +11.9% | Closed transfer of remaining 50.5% Tanbreez interest, bringing total ownership to 92.5% |
| Apr 27 | European Lithium acquisition proposal | Positive | +25.5% | Announced proposed acquisition offering 0.035 CRML shares per European Lithium share |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Tag-specific acquisition history was mixed: three events aligned with positive reactions and two diverged; the average move was 6.86%.
Key Terms
volume weighted average price financial
cap and collar financial
schemes of arrangement regulatory
scheme implementation deed regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
Exchange ratio amended to a floating structure with a cap and collar
NEW YORK, Aug. 19, 2026 (GLOBE NEWSWIRE) -- Critical Metals Corp. (Nasdaq: CRML) (“Critical Metals Corp” or the “Company”), a leading critical minerals exploration and mining company, today provided an update on its proposed acquisition of European Lithium Limited (ASX: EUR, FRA: PF8, OTC: EULIF) (“European Lithium”). The Company and European Lithium have entered into a second deed to amend the Scheme Implementation Deed dated May 19, 2026 (as first amended and restated on July 3, 2026).
Under the proposed transaction, Critical Metals Corp would acquire
Amendment to the Exchange Ratio
The principal change under the amended deed relates to the exchange ratio. The previously fixed Share Scheme Transaction Ratio of 0.035 New CRML Shares has been amended to a floating ratio with a cap and collar, determined by reference to the average daily volume weighted average price (VWAP) of CRML Shares on Nasdaq over the 20 consecutive Nasdaq trading days ending on the second Nasdaq trading day before the Share Scheme Meeting (the “Scheme VWAP”).
Where the Scheme VWAP is at or below the floor price of US
The parties agreed to move from a fixed ratio to a floating ratio within a defined range so that movements in the CRML share price between signing and implementation are shared equitably between both parties’ securityholders. Where the CRML share price declines, the ratio adjusts upward, giving European Lithium securityholders a greater number of CRML shares. Where the CRML share price rises, the ratio adjusts downward, protecting CRML shareholders from dilution resulting from the transaction. The cap and collar establish the outer bounds of that adjustment for both parties.
By managing exposure to short-term market volatility ahead of the European Lithium securityholder vote, the amended structure is also intended to support certainty of completion, providing European Lithium securityholders with greater confidence in the value of the transaction as they consider it.
Mike Hanson, board director of Critical Metals Corp who leads the Special Committee responsible for this transaction, commented:
“The amended terms reflect the continued commitment of both companies to completing this combination in a way that protects securityholders on both sides equitably against short-term market volatility. The strategic rationale for bringing European Lithium and its assets fully into the CRML group is unchanged, and we look forward to progressing toward implementation later this year.”
Based on the 20-day VWAP of CRML Shares up to the last Nasdaq trading day before this announcement, being less than US
As the consideration payable to holders of European Lithium listed options and performance rights is calculated by reference to the Share Scheme Transaction Ratio, the revised ratio flows through to those instruments.
Transaction Otherwise Unchanged and Progressing
Other than the amendment to the exchange ratio described above, the material terms of the Schemes, including the conditions precedent and the strategic rationale for the transaction, remain unchanged. The changes do not affect the recommendation of European Lithium’s Independent Board Committee.
European Lithium anticipates dispatching a Scheme Booklet, which will include an Independent Expert’s Report, in Early September 2026. Subject to the approval of European Lithium shareholders and option holders and the Court, the Schemes are expected to be implemented in October 2026.
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 timing 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
