Critical Metals CEO Sage acquires 5.46M shares
The exchanged shares involved no cash consideration, and each replacement warrant is subject to class-specific price thresholds and deadlines.
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Form Type
4
Rhea-AI Filing Summary
Critical Metals Corp. Chief Executive Officer Antony William Paul Sage reported the acquisition of 5,458,901 ordinary shares on November 5, 2026, in exchange for European Lithium Limited ordinary shares at a ratio of 0.045 CRML shares per European Lithium share; no cash consideration was paid. The shares were recorded as indirectly held through Okewood Pty Ltd. (5,193,825) and EGAS Superannuation Fund (265,076).
On November 1, 2026, Sage received 500,000 restricted stock units as compensation, scheduled to vest in three equal annual installments beginning November 1, 2027, subject to continued service. Replacement performance warrants for Classes 3, 4, 5 and 6 were also reported on November 5; each covers 900,000 ordinary shares, has no further cash exercise price, and is subject to class-specific price and deadline conditions.
Insider Trade Summary
Other: 5,972,620 shares
Other
8 txns
Insider
Sage Antony William Paul
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Replacement Performance Warrant (EUR Class 3) F7, F9, F8 | 1 | -- | -- |
| Other | Replacement Performance Warrant (EUR Class 4) F7, F9, F8 | 1 | -- | -- |
| Other | Replacement Performance Warrant (EUR Class 5) F7, F9, F8 | 1 | -- | -- |
| Other | Replacement Performance Warrant (EUR Class 6) F7, F9, F8 | 1 | -- | -- |
| Other | Ordinary Shares F1, F2 | 5,193,825 | -- | -- |
| Other | Ordinary Shares F1, F2 | 265,076 | -- | -- |
| Other | Ordinary Shares F2, F5 | 13,715 | -- | -- |
| Other | Ordinary Shares F3, F4 | 500,000 | -- | -- |
| Holding | Ordinary Shares F6 | -- | -- | -- |
Holdings After Transaction:
Replacement Performance Warrant (EUR Class 3) — 1 warrant (Indirect, Okewood Pty Ltd.);
Replacement Performance Warrant (EUR Class 4) — 1 warrant (Indirect, Okewood Pty Ltd.);
Replacement Performance Warrant (EUR Class 5) — 1 warrant (Indirect, Okewood Pty Ltd.);
Replacement Performance Warrant (EUR Class 6) — 1 warrant (Indirect, Okewood Pty Ltd.);
Ordinary Shares — 7,891,135 shares (Indirect, Okewood Pty Ltd.);
Ordinary Shares — 265,076 shares (Indirect, EGAS Superannuation Fund);
Ordinary Shares — 163,715 shares (Indirect, See footnote);
Ordinary Shares — 4,000,000 shares (Direct)
Footnotes (9)
- F1. On November 5, 2026, the Reporting Person acquired 5,458,901 Ordinary Shares of Critical Metals Corp. (the "Issuer") in exchange for ordinary shares of European Lithium Limited in connection with implementation of a scheme of arrangement. The exchange ratio was 0.045 Ordinary Shares of Critical Metals Corp. for each ordinary share of European Lithium Limited.
- F2. The Ordinary Shares were acquired solely in exchange for ordinary shares of European Lithium Limited at the exchange ratio described in footnote (1). No cash consideration was paid by the Reporting Person.
- F3. The restricted stock units were granted to the Reporting Person as compensation for services to the Issuer. No monetary consideration was paid for the award.
- F4. Represents ordinary shares of the Issuer, par value $0.001 per share ("Ordinary Shares"), underlying restricted stock units ("RSUs") granted on November 1, 2026 that will vest in three equal annual installments commencing on November 1, 2027, subject to the reporting person's continued service through such date. Each RSU represents a contingent right to receive one Ordinary Share.
- F5. Held by the reporting persons children who share the reporting person's household address.
- F6. Represents holdings attributable to an award of 3,500,000 restricted stock units ("RSUs") granted on November 1, 2025, that will vest in three equal annual installments commencing on November 1, 2026, subject to the reporting person's continued service through such date. Each RSU represents a contingent right to receive one Ordinary Share.
- F7. Each reported warrant entitles Antony Sage (the "Reporting Person") to receive 900,000 ordinary shares of Critical Metals Corp., subject to adjustment and satisfaction of the applicable vesting condition, without payment of any further cash exercise price. The quantities in columns 5 and 9 are expressed as the number of warrants; the underlying ordinary shares are reported in column 7.
- F8. Each warrant vests automatically when the volume-weighted average price of the ordinary shares of Critical Metals Corp. on Nasdaq over 20 consecutive Nasdaq trading days equals or exceeds the applicable threshold, subject to adjustment under the warrant. The thresholds for the warrants replacing the European Lithium Limited Class 3, Class 4, Class 5 and Class 6 performance rights are $10.92, $12.48, $14.04 and $15.60, respectively. The applicable condition must be satisfied on or before December 31, 2027, December 31, 2028, December 31, 2028 and December 31, 2029, respectively, or the relevant warrant automatically lapses. Upon vesting, no exercise notice or other action by the Reporting Person is required, and the underlying ordinary shares are to be issued as soon as reasonably practicable and in any event within five business days after satisfaction of the condition.
- F9. On November 5, 2026, Critical Metals Corp. issued the replacement warrants in connection with implementation of the scheme of arrangement involving Critical Metals Corp. and European Lithium Limited. Each warrant was issued in replacement of 20,000,000 European Lithium Limited performance rights of the corresponding class held by the Reporting Person, which were cancelled in connection with the transaction. The share scheme transaction ratio was 0.045, resulting in an entitlement to 900,000 ordinary shares of Critical Metals Corp. under each warrant. The consideration comprised cancellation of those performance rights and the other consideration provided under or in connection with the scheme implementation and security cancellation deeds.
Key Figures
Ordinary shares acquired: 5,458,901 shares
Exchange ratio: 0.045 CRML ordinary shares per European Lithium ordinary share
Restricted stock units: 500,000 RSUs
+5 more
8 metrics
Ordinary shares acquired
5,458,901 shares
Exchanged for European Lithium Limited ordinary shares on November 5, 2026
Exchange ratio
0.045 CRML ordinary shares per European Lithium ordinary share
Scheme of arrangement exchange
Restricted stock units
500,000 RSUs
Granted as compensation on November 1, 2026
Shares underlying each warrant
900,000 ordinary shares
Each replacement performance warrant for Classes 3, 4, 5 and 6
Class 3 VWAP threshold
$10.92
Condition must be met by December 31, 2027
Class 4 VWAP threshold
$12.48
Condition must be met by December 31, 2028
Class 5 VWAP threshold
$14.04
Condition must be met by December 31, 2028
Class 6 VWAP threshold
$15.60
Condition must be met by December 31, 2029
Key Terms
scheme of arrangement, exchange ratio, restricted stock units, volume-weighted average price
4 terms
scheme of arrangement financial
"in connection with implementation of a scheme of arrangement"
A scheme of arrangement is a legal agreement between a company and its shareholders or creditors to reorganize or settle debts, often to avoid bankruptcy or make big changes. It’s like a carefully planned handshake that everyone agrees to, helping the company stay afloat or improve its financial health.
exchange ratio financial
"The exchange ratio was 0.045 Ordinary Shares"
The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.
restricted stock units financial
"restricted stock units ("RSUs") were granted"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
volume-weighted average price financial
"the volume-weighted average price of the ordinary shares"
Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What are the vesting conditions for CRML's replacement performance warrants?
A warrant vests automatically when the ordinary shares' volume-weighted average price on Nasdaq over 20 consecutive Nasdaq trading days equals or exceeds its threshold: $10.92 for Class 3 by December 31, 2027; $12.48 for Class 4 and $14.04 for Class 5 by December 31, 2028; and $15.60 for Class 6 by December 31, 2029. If the condition is not met by the applicable date, that warrant automatically lapses.
When do Sage's CRML restricted stock units vest?
The 500,000 restricted stock units are scheduled to vest in three equal annual installments beginning November 1, 2027, subject to Sage's continued service through the applicable date. Each unit represents a contingent right to receive one ordinary share.
AI-generated analysis. How Rhea-AI works. Not financial advice.
