Critical Metals (CRMLW) SEC Filings

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. 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. (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.

Critical Metals Corp. filed a second amendment to its annual report to overhaul disclosures on the Tanbreez Rare Earth Project, add detailed exploration controls, and replace the prior technical report summary. The updated report keeps reported Tanbreez mineral resources unchanged.

As of June 30, 2025, the company held a 42% interest in Tanbreez; following Greenlandic approval, this rose to 92.5% on April 29, 2026, with European Lithium retaining 7.5%. The Tanbreez Project’s book value was US$36.1 million.

A Preliminary Economic Assessment cited an expected Tanbreez project Net Present Value of about US$3 billion (US$2.8–3.6 billion before tax at 15–12.5% discount rates) and an internal rate of return of roughly 180%, based on 44.97 million metric tons of indicated and inferred rare earth resources. The Greenland government extended key exploitation license deadlines to 2028, and Critical Metals highlighted new internal controls involving independent Qualified Persons and QA/QC processes.

The amendment also describes discovery of gallium mineralization at 147 ppm gallium oxide and ongoing metallurgical testing, alongside plans for a 500,000 ton-per-year mining and processing operation, subject to further studies, permitting and development.

Critical Metals Corp. has signed a binding Scheme Implementation Deed to acquire all shares and listed options of European Lithium Ltd. via two interdependent Australian schemes of arrangement.

European Lithium shareholders are to receive 0.035 Critical Metals shares for each European Lithium share, with listed options exchanged for Critical Metals shares based on the same ratio adjusted for each option’s exercise price and a 20‑day VWAP. Completion is subject to multiple conditions, including European Lithium maintaining at least AUD$330,000,000 in net cash and liquid assets, court and regulatory approvals, execution of cancellation deeds for unlisted options and ZEPOs, and absence of material adverse changes. The transaction will rely on a Section 3(a)(10) Securities Act exemption, requires no Critical Metals shareholder vote, and is targeted to close in the second half of 2026, with European Lithium’s scheme meeting expected in the third quarter of 2026.