Critical Metals Corp. filings document the company’s foreign private issuer reports, mineral project ownership, capital structure, governance, and material agreements. Recent Form 6-K reports cover the completed increase of the company’s Tanbreez Mining Greenland A/S ownership to 92.5%, related ordinary share issuances, resale registration obligations, and incorporation of disclosed matters into Form F-3, Form F-1, and Form S-8 registration statements.
The filing record also includes disclosures on annual general meeting materials, shareholder voting matters, warrants, private placements, rare earth project arrangements, risk factors, and operating and financial results. These documents frame CRML’s public-company record around development-stage mining assets, ordinary share capital, and governance matters.
Critical Metals Corp. (CRML) says the schemes for its planned acquisition of all issued shares and listed options of European Lithium became effective on October 27, 2026. European Lithium confirmed that eligible holders of its options will receive 0.0353158621 new CRML shares per option, subject to rounding of fractional entitlements.
Holders of 991 or fewer European Lithium options at the record date will not receive CRML shares; instead, they will receive their pro rata share of the net cash proceeds from selling the shares they would otherwise have been entitled to. The option consideration uses a cashless exercise formula based on the Share Scheme transaction ratio, the option exercise price, the AUD/USD exchange rate and the Scheme VWAP.
Critical Metals Corp. (CRML) will acquire all issued shares and listed options of European Lithium Ltd. through two interdependent schemes of arrangement under a previously disclosed Scheme Implementation Deed. On October 26, 2026, the Supreme Court of Western Australia made orders approving the schemes, following a favorable vote by European Lithium shareholders and option holders on October 22, 2026.
The schemes become legally effective once an office copy of the court orders is lodged with the Australian Securities and Investments Commission. European Lithium expects to lodge the orders on October 27, 2026, when trading in its shares and options on the ASX is expected to be suspended from the close of trading. Critical Metals intends to rely on the court approval to qualify for the section 3(a)(10) exemption from registration for new Critical Metals shares issued under the schemes.
Critical Metals Corp. (CRML) received European Lithium securityholder approval for its proposed acquisition of all issued shares and listed options through two interdependent schemes of arrangement. European Lithium shareholders approved the Share Scheme with 99.96% of votes cast (97.22% of shareholders present and voting) in favor; optionholders approved the Option Scheme with 100% of votes cast and 100% of optionholders present and voting in favor. Shareholders also approved the related party resolutions.
The securityholder-approval conditions are satisfied, but the Schemes remain subject to Supreme Court of Western Australia approval at a second hearing scheduled for October 26, 2026. Implementation is expected on November 5, 2026.
Critical Metals Corp. (CRML) seeks to register up to 1,111,111 ordinary shares for resale by Jett Capital Advisors Holdings, LLC, with sales permitted from time to time after the registration statement becomes effective. Jett may sell at prevailing market or privately negotiated prices. Critical Metals will receive no proceeds from these resale sales.
The shares were issued to Jett on October 1, 2026, under an agreement that terminated engagement letters and provided for the full and final settlement of a dispute. Critical Metals issued the shares and paid Jett US$5,000,000 under the agreement; the registration fulfills a contractual obligation. Critical Metals had 148,104,864 ordinary shares issued and outstanding as of October 16, 2026. Jett’s 427,500 Public Warrants are not being offered for resale here.
Critical Metals Corp. has agreed to acquire all issued shares and listed options of European Lithium Ltd. through two interdependent schemes of arrangement under Australian law; completion is conditional on specified matters, including European Lithium shareholder approval, required regulatory and court approvals, and a net cash and liquid assets balance of not less than AUD$330,000,000.
European Lithium’s audited financial statements cover the years ended June 30, 2026 and 2025. Unaudited pro forma information gives effect to the transaction and other described transactions. European Lithium reported FY2026 profit after tax of A$930.6 million, versus a FY2025 loss of A$96.8 million; FY2026 included a A$1,275.5 million gain on deconsolidation. Operating activities used A$7.5 million of cash in FY2026, cash and cash equivalents were A$296.3 million as of June 30, 2026, and European Lithium recognized an A$163.1 million impairment on its Critical Metals investment.
Critical Metals Corp. (CRML) announced the ratio for its proposed acquisition of European Lithium: if the Share Scheme is implemented, shareholders will receive 0.045 new ordinary shares for each European Lithium share held at the record date, subject to rounding. The deal covers 100% of European Lithium’s issued share capital and all its listed options under two interdependent schemes, with consideration in new Critical Metals Corp. shares.
The ratio is the maximum set out in the scheme booklet because the Scheme VWAP over 20 consecutive trading days from September 23 to October 20, 2026, was at or below its US$8.00 floor; the formula also has a US$16.00 ceiling. Option consideration uses the booklet’s cashless exercise formula, referencing the ratio, Scheme VWAP and A$0.10 option exercise price. European Lithium expects to announce the final option consideration on or around October 28, 2026.
European Lithium securityholder meetings to vote on the schemes were scheduled for October 22, 2026. Implementation is subject to securityholder approval, approval by the Supreme Court of Western Australia, and satisfaction or waiver of the remaining conditions precedent. The value of the share consideration will change with Critical Metals Corp.’s share price and the AUD/USD exchange rate.
Critical Metals Corp. and European Lithium amended their merger agreement so Critical Metals’ obligation to issue up to 6,778,838 ordinary shares as earnout consideration will end automatically on the Implementation Date under their Scheme Implementation Deed. The amendment automatically terminates if that deed is terminated or the Implementation Date does not occur. A separate agreement will terminate their Investors Agreement on the same condition. The earnout milestones had not been met, and no contingent shares had been issued or were due before the Implementation Date.
On October 1, 2026, Critical Metals agreed to pay a financial advisor $5,000,000 in cash and issue approximately 1.1 million ordinary shares in a private placement, as the agreement terminates prior engagement arrangements and provides for final payment obligations. Critical Metals must file a resale registration statement within 30 days after the agreement and use reasonable best efforts to make it effective as soon as reasonably practicable, no later than 120 days after the agreement. Director Michael C. Ryan, who had served on the board since February 2025, died on September 27, 2026.
Critical Metals Corp. reported a $228.2 million loss after income tax for the year ended June 30, 2026, compared with $51.9 million in 2025 and $139.4 million in 2024. Net cash outflow from operating activities was $29.7 million, versus $14.5 million in 2025. Cash on hand was $102.5 million and working capital showed a $79.6 million surplus at June 30, 2026, excluding liabilities to be settled in CRML shares.
The company said its liquidity raises substantial doubt about its ability to continue as a going concern unless it raises additional capital for near-term obligations. It expects operating and investing cash outflows to continue until commercial production; both the Tanbreez and Wolfsberg projects remain in exploration and evaluation, and it has not yet extracted minerals from its properties. A non-binding U.S. Ex-Im letter of interest for up to $120 million expired June 14, 2026; a renewal application is in progress without assurance of renewal. The company reported an agreement with REalloy executed in April 2026 as an exception to its lack of definitive customer offtake or sales agreements.
Critical Metals Corp. (CRML) reports progress on its binding Scheme Implementation Deed to acquire all shares and listed options of European Lithium Ltd. via two interdependent Australian schemes of arrangement. The Supreme Court of Western Australia has ordered European Lithium to convene shareholder and optionholder meetings and approved dispatch of a detailed Scheme Booklet, now registered with ASIC.
Under the Share Scheme, each European Lithium share is to be exchanged for between 0.025 and 0.045 new CRML shares, with the exact Share Scheme Transaction Ratio set by a 20‑day VWAP of CRML on NASDAQ, subject to a US$8.00 floor and US$16.00 ceiling. EUR options are proposed to be cancelled for CRML shares on a cashless basis under a defined formula. If implemented, EUR will become a CRML subsidiary, be delisted from ASX, and CRML will consolidate 100% ownership of the Tanbreez rare earth project and retain Wolfsberg lithium as part of the combined group.
Critical Metals Corp. (CRML) reports that it has amended its binding Scheme Implementation Deed to acquire all shares and listed options of European Lithium Ltd via two Australian schemes of arrangement. The key change is to the share exchange ratio, which now floats within a capped and collared range tied to CRML’s market price.
Instead of a fixed 0.035 CRML share per European Lithium share, holders will receive 0.045 CRML share per share when the 20-day Nasdaq VWAP is at or below US$8.00, and 0.025 CRML share when it is at or above US$16.00, with linear adjustment between these prices. This revised ratio also determines consideration for European Lithium listed options, unlisted options and performance rights. All other material terms and conditions precedent for closing, including regulatory approvals, shareholder votes, a minimum cash condition and break fee mechanics, remain as previously agreed.