Critical Metals Corp's acquisition of European Lithium has taken effect.
GlobeNewswire
1h ago
Ai Focus
Critical Metals Corp indicates that the court-approved arrangement for its proposed acquisition of European Lithium has taken effect, and the shares and options of European Lithium are expected to be suspended from trading on the Australian Stock Exchange after today's close. According to the plan, eligible shareholders will receive 0.045 new shares of Critical Metals Corp for each 1 share of European Lithium they hold, and the relevant key dates have also been announced.
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New York, October 27, 2026 ( GLOBE NEWSWIRE ) – Critical Metals Corp (Nasdaq ticker: CRML ) (“ Critical Metals Corp ” or “the Company”) announced today that its plan to acquire European Lithium Limited (ASX: EUR, Frankfurt: PF8, OTC: EULIF ) (“ European Lithium ”) has officially taken effect.

According to the proposed transaction, Critical Metals Corp will acquire 100% of the issued share capital of European Lithium as well as all of its listed options through an arrangement approved by the court under Part 5.1 of the Australian Company Act 2001 (Federal). The arrangement includes a plan between European Lithium and its shareholders (the “Share Plan”), as well as a plan between European Lithium and the holders of its listed options (ASX: EUROC) (the “Option Plan”), which together with the Share Plan are referred to as the “Arrangement”. The consideration to be paid under each plan will be met by issuing new Critical Metals Corp common shares.

Plan takes effect

European Lithium has announced that copies of the orders issued by the Supreme Court of Western Australia ("the Court") on October 26, 2026, approving such schemes have been submitted to the Australian Securities and Investments Commission. Accordingly, the share scheme and option scheme are now in effect. It is expected that the shares and options of European Lithium will be suspended from trading on the Australian Stock Exchange after today's close.

Critical Metals Corp intends to claim an exemption from registration under Section 3(a)(10) of the U.S. Securities Act of 1933 regarding the issuance of new Critical Metals Corp shares in accordance with the court's approval of such a plan.

Solutions consideration

According to the share scheme, eligible shareholders who held European Lithium shares on the registration date will receive 0.045 new Critical Metals Corp shares for every 1 European Lithium share they hold. This trading ratio was announced on October 21, 2026.

According to the options plan, each European Lithium option that is still in circulation on the registration date will be exercised without cash settlement. Eligible option holders will receive new Critical Metals Corp shares, with the number of shares calculated using the formula specified in the plan document dated September 15, 2026. The exchange rate and the final number of new Critical Metals Corp shares that can be obtained per option will be announced on October 28, 2026.

Next steps

The estimated remaining key dates are as follows:

  • October 28, 2026: Announcement of the exchange rate and the number of new Critical Metals Corp shares that can be obtained for each European Lithium option.
  • October 29, 2026: Registration date for the scheme consideration
  • November 5, 2026: Implementation date, and delivery of the consideration for the scheme to the securities holders of European Lithium.
  • November 6, 2026: The new Critical Metals Corp stock is expected to begin trading on NASDAQ, while European Lithium will be removed from the official list of the Australian Stock Exchange.

All dates related to events in Australia refer to Perth time. All dates are merely estimates and may be subject to change. In the event of any adjustments, European Lithium will announce them on the Australian Stock Exchange.

Regarding Critical Metals Corp.

Critical Metals Corp (Nasdaq: CRML) is a leading mining development company focused on critical metals and minerals, as well as strategic products that are vital for electrification and next-generation technologies, targeting partners in Europe and the Western world. Its flagship project, Tanbreez, is one of the largest rare earth deposits in the world, located in southern Greenland. This deposit is expected to have convenient access to key export routes, as the region boasts deep-water fjord shipping channels that are accessible throughout the year, providing direct access to the North Atlantic Ocean.

Another key asset is the Wolfsberg lithium project located in Carinthia, 270 kilometers south of Vienna, Austria. The Wolfsberg lithium project is the first fully approved mine in Europe, with a superior geographical location and access to mature road and railway infrastructure. It is expected to become one of the next major producers of key lithium products to support the European market. Wolfsberg has underwriting and downstream partners and is poised to become a unique and valuable asset in its continuously expanding portfolio of strategic metals.

With this strategic portfolio, Critical Metals Corp is poised to become a reliable and sustainable supplier of key minerals required for national defense applications, clean energy transitions, and next-generation technologies in the Western world.

For more information, please visit: https :// www.criticalmetalscorp.com.

Warning Regarding Forward-Looking Statements

This press release contains forward-looking statements as defined by Section 27A of the Securities Act of 1933 (as amended) and Section 21E of the Securities Exchange Act of 1934 (as amended). Forward-looking statements may include company business expectations as well as management's plans and objectives for future operations, including the proposed acquisition of European Lithium and the anticipated timeline and implementation of the plan. Such statements are predictions, forecasts, and forward-looking statements and do not constitute performance guarantees. These statements can be identified by the fact that they are not strictly related to historical or current facts. In this press release, forward-looking statements may be identified by words such as “estimate,” “plan,” “expect,” “forecast,” “intend,” “will,” “anticipate,” “believe,” “seek,” “target,” “aim,” and other similar expressions, which are used to predict or indicate future events or trends, or are not statements of historical facts. Furthermore, any predictions, forecasts, or other descriptions involving future events or circumstances, including any underlying assumptions, are considered forward-looking statements.

Forward-looking statements are subject to known and unknown risks and uncertainties, and are based on assumptions that may not be accurate. Actual results may differ significantly from those anticipated or implied by such forward-looking statements. Actual results may vary significantly from those expected in the forward-looking statements for a variety of reasons, including factors discussed in the “Risk Factors” section of the company’s annual reports filed with the U.S. Securities and Exchange Commission under Form 20-F. These forward-looking statements are based on information available as of the date of this press release, as well as expectations, projections, and assumptions made as of that date, and involve a number of judgments, risks, and uncertainties. Therefore, forward-looking statements should not be considered as representing our views on any subsequent date, and we assume no obligation to update forward-looking statements to reflect new information, future events, or other circumstances after such statements are made, unless required by applicable securities laws.

Critical Metals Corp.

Investor Relations: ir @ criticalmetalscorp.com

Media: pr @ criticalmetalscorp.com

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