Critical Metals' European Lithium deal becomes effective

Eligible optionholders are to receive 0.0353158621 CRML shares per option; holders of 991 or fewer options instead receive net sale proceeds in cash.

Rhea-AI Filing Summary

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.

Filing Explained

The schemes are effective, and Critical Metals says it intends to rely on the Western Australian Supreme Court’s approval to qualify for a U.S. registration exemption for shares issued under them.

Key Figures

Option scheme consideration: 0.0353158621 new Critical Metals Corp. shares per European Lithium option Approximate share consideration: 35.32 shares for every 1,000 options Small Optionholder threshold: 991 options +4 more

7 metrics

Option scheme consideration 0.0353158621 new Critical Metals Corp. shares per European Lithium option For eligible holders at the record date

Approximate share consideration 35.32 shares for every 1,000 options Approximate option scheme consideration

Small Optionholder threshold 991 options Holders of this number or fewer at the record date receive cash proceeds instead of shares

Share Scheme transaction ratio 0.045 Input to the cashless exercise formula

Option exercise price A$0.10 Converted at the AUD/USD exchange rate for the cashless exercise formula

AUD/USD exchange rate 0.7021 Rate published by the Reserve Bank of Australia and used in the cashless exercise formula

Scheme VWAP US$7.25 Input to the cashless exercise formula

Key Terms

Scheme Implementation Deed, schemes of arrangement, cashless exercise formula, Scheme VWAP, +1 more

5 terms

Scheme Implementation Deed technical

"entered into a Scheme Implementation Deed"

A scheme implementation deed is the legal agreement that sets out how a court-approved plan to reorganize or transfer a company will actually be carried out, acting like a detailed recipe or blueprint for the steps, timings and responsibilities needed to complete the deal. Investors care because it binds the parties to specific actions that affect ownership, shareholder rights and payments, and it determines when and how the financial changes they expect will occur.

schemes of arrangement regulatory

"two interdependent schemes of arrangement under Australian law"

A scheme of arrangement is a legally approved plan that lets a company reorganize ownership, merge with another business, or rearrange its debts after receiving backing from its shareholders and a court. For investors it matters because the approved plan can change who owns the company, alter share counts or rights, and affect future payments and risk — like a group decision, overseen by a referee, that reshapes value and payouts.

cashless exercise formula financial

"calculated using the cashless exercise formula"

A cashless exercise formula is the mathematical method used to determine how many shares an option holder receives when exercising stock options without paying cash up front. It calculates the number of shares to be delivered after using a portion of the shares’ market value (or immediately selling enough shares) to cover the option’s exercise price, withholding taxes, and fees; common implementations are broker-assisted “sell‑to‑cover” and company-administered “net exercise,” which differ in timing and whether the company or a broker sells shares on the market.

Scheme VWAP financial

"the Scheme VWAP of US$7.25"

section 3(a)(10) regulatory

"exemption from registration under section 3(a)(10)"

A Section 3(a)(10) exemption is a U.S. securities rule that lets a company issue new stock or other securities without registering them with regulators when the terms are reviewed and approved by a court or government official after a hearing. Think of it as a judge signing off on a private trade so it skips the usual public paperwork; for investors, that means quicker deals but potentially less public disclosure and different resale or legal protections compared with registered securities.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is the CRML share consideration for European Lithium optionholders?

Eligible holders will receive 0.0353158621 new CRML shares per European Lithium option held at the record date, subject to rounding of fractional entitlements. This is approximately 35.32 shares for every 1,000 options.

How are small European Lithium optionholders treated under the CRML scheme?

Holders of 991 or fewer European Lithium options at the record date will not receive CRML shares. They 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.

How was CRML's option scheme consideration calculated?

The cashless exercise formula uses a 0.045 Share Scheme transaction ratio, the A$0.10 option exercise price converted at an AUD/USD exchange rate of 0.7021, and a Scheme VWAP of US$7.25. The exchange rate was published by the Reserve Bank of Australia.

What securities registration exemption does CRML intend to rely on for the scheme shares?

Critical Metals intends to rely on the Supreme Court of Western Australia's approval of the schemes to qualify for the section 3(a)(10) exemption from registration in connection with issuing new CRML shares under the schemes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/28/2026 - 04:05 PM EDT Accepted by SEC EDGAR 10/28/2026 - 04:05 PM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2026

Commission File Number: 001-41973

Critical Metals Corp.

(Exact name of registrant as specified in its charter)

c/o Maples Corporate Services (BVI) Limited

Kingston Chambers, PO Box 173, Road Town

Tortola, British Virgin Islands

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒     Form 40-F ☐

EXPLANATORY NOTE

As previously disclosed, on May 18, 2026, Critical Metals Corp. (the “Company”) entered into a Scheme Implementation Deed (as amended) under which the Company will acquire all of the issued shares and listed options of European Lithium Ltd. (“European Lithium”) by way of two interdependent schemes of arrangement under Australian law, comprising of a scheme between European Lithium and its shareholders (the “Share Scheme”) and a scheme between European Lithium and the holders of its listed options (the “Option Scheme”, and together with the Share Scheme, the “Schemes”).

On October 28, 2026, the Company issued a press release regarding the transaction. The relevant language from the press release is provided below.

European Lithium has confirmed the consideration payable under the Option Scheme in connection with the Company’s acquisition of European Lithium. 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$0.10 option exercise price converted at the AUD/USD exchange rate of 0.7021 published by the Reserve Bank of Australia, and the Scheme VWAP of US$7.25. Ineligible Optionholders, Small Optionholders and Electing Optionholders (each as defined in the scheme booklet) are treated separately.

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.

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Cautionary Note Regarding Forward-Looking Statements

This Form 6-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include, without limitation, statements regarding the timing of closing of the transaction, statements regarding anticipated benefits of the transaction, as well as statements regarding the financial position, financial performance, business strategy, expectations of the Company’s business and the plans and objectives of management for future operations. 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 herein, 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 hereof, and expectations, forecasts and assumptions as of the date hereof involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date, and the Company does 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.

Incorporation by Reference

The information contained in this Form 6-K shall be deemed to be filed with the Securities and Exchange Commission and is hereby incorporated by reference into the Company’s registration statements on Form F-3 (File No. 333-299575), on Form F-3 (File No. 333-296156), on Form F-3 (File No. 333-294406), Form F-3 (File No. 333-290973), Form F-3 (File No. 333-286326), Form F-3 (File No. 333-293656), Form F-3 (File No. 333-278400), Form S-8 (File No. 333-291195) and Form S-8 (File No. 333-280017) (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Critical Metals Corp.
October 28, 2026	By:	/s/ Tony Sage
	Name:	Tony Sage
	Title:	Chief Executive Officer and Executive Chairman

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