Critical Metals sets proposed 0.045-for-1 buyout ratio
The announced ratio is the maximum under the scheme formula; European Lithium’s option-scheme consideration is expected around October 28, 2026.
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Rhea-AI Filing Summary
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.
Key Figures
Key Terms
Scheme VWAP financial
schemes of arrangement regulatory
cashless exercise formula financial
FAQ
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What approvals are required for CRML to acquire European Lithium?
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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 (the “EUR Transaction”).
On October 21, 2026, European Lithium announced that the Share Scheme Transaction Ratio, which sets the number of new Company ordinary shares to be issued for each European Lithium share under the Share Scheme, has been determined in accordance with the terms of the scheme booklet released to the Australian Securities Exchange on September 15, 2026 (the “Scheme Booklet”). The ratio is based on the average of the daily volume weighted average price of the Company's ordinary shares on Nasdaq over the 20 consecutive trading days from September 23, 2026 to October 20, 2026, subject to a floor price of $8.00 and a ceiling price of $16.00. Because this average price was at or below the floor price, the Share Scheme Transaction Ratio is the maximum ratio set out in the Scheme Booklet. Accordingly, subject to rounding, if the transaction is implemented, European Lithium shareholders will receive 0.045 new Company shares for each European Lithium share held at the record date. The value of the consideration will change with the Company share price and the AUD/USD exchange rate.
This report on Form 6-K is filed to provide a copy of the press release titled “Critical Metals Corp. Announces Share Scheme Transaction Ratio for Acquisition of European Lithium: European Lithium securityholders to vote on the Schemes on October 22, 2026.”
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 transactions, statements regarding anticipated benefits of the transactions, 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, as amended by Amendment No. 1 to the Company’s Annual Report on Form 20-F/A filed with the SEC. 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. 333-296156), 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.
1
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release, dated October 21, 2026 |
2
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 22, 2026 | By: | /s/ Tony Sage |
| Name: | Tony Sage | |
| Title: | Chief Executive Officer and Executive Chairman | |
3
Exhibit 99.1
CRITICAL METALS CORP. ANNOUNCES SHARE SCHEME TRANSACTION RATIO FOR ACQUISITION OF EUROPEAN LITHIUM
European Lithium securityholders to vote on the Schemes on October 22, 2026
New York, NY – October 21, 2026 – 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”), ahead of the European Lithium securityholder meetings to be held on Thursday, October 22, 2026.
Under the proposed transaction, Critical Metals Corp would acquire 100% of the issued share capital of European Lithium and all of European Lithium’s listed options by way of Court-approved schemes of arrangement under Part 5.1 of the Australian Corporations Act 2001 (Cth), comprising a scheme between European Lithium and its shareholders (the “Share Scheme”) and a scheme between European Lithium and the holders of its listed options (ASX: EUROC) (the “Option Scheme”, and together with the Share Scheme, the “Schemes”). The consideration payable under each Scheme is to be satisfied by the issue of new ordinary shares in Critical Metals Corp.
Share Scheme Transaction Ratio
European Lithium has announced that the Share Scheme Transaction Ratio, which sets the number of new Critical Metals Corp shares to be issued for each European Lithium share, has been determined in accordance with the terms of the Share Scheme set out in the scheme booklet released to the ASX on September 15, 2026 (the “Scheme Booklet”).
The ratio is set by reference to the average of the daily volume weighted average price of Critical Metals Corp shares on Nasdaq over the 20 consecutive trading days from September 23, 2026 to October 20, 2026 (the “Scheme VWAP”), subject to a floor price of US$8.00 and a ceiling price of US$16.00.
As the Scheme VWAP is at or below the floor price, the Share Scheme Transaction Ratio is the maximum ratio set out in the Scheme Booklet.
Accordingly, subject to rounding, if the Share Scheme is implemented, European Lithium shareholders will receive 0.045 new Critical Metals Corp shares for each European Lithium share held at the record date. The value of the consideration will change with the Critical Metals Corp share price and the AUD/USD exchange rate.
Option Scheme Consideration
The consideration for European Lithium’s listed options will be calculated using the cashless exercise formula set out in the Scheme Booklet, by reference to the Share Scheme Transaction Ratio, the Scheme VWAP and the option exercise price of A$0.10. European Lithium expects to announce the final Option Scheme consideration on or around October 28, 2026.
Securityholder Meetings and Next Steps
The general meeting and the meetings of European Lithium shareholders and optionholders to vote on the Schemes (the “Scheme Meetings”) will be held on Thursday, October 22, 2026 in West Leederville, Western Australia. European Lithium’s Independent Board Committee continues to recommend that European Lithium securityholders vote in favor of the Scheme relevant to them, in the absence of a superior proposal and subject to the independent expert continuing to conclude that the relevant Scheme is in the best interests of those securityholders.
Subject to the approval of European Lithium securityholders, the approval of the Supreme Court of Western Australia (the “Court”), and the satisfaction or waiver of the remaining conditions precedent.
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
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