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Critical Metals Corp. (Nasdaq: CRML) ("Critical Metals Corp" or the "Company"), a leading critical minerals exploration and mining company, today announced that the schemes of arrangement for its proposed acquisition of European Lithium Limited (ASX: EUR, FRA: PF8, OTC: EULIF) ("European Lithium") have become legally effective.
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.
Schemes Effective
European Lithium has announced that it has lodged with the Australian Securities and Investments Commission an office copy of the orders made by the Supreme Court of Western Australia (the "Court") on October 26, 2026 approving the Schemes. Accordingly, the Share Scheme and the Option Scheme are now effective. European Lithium shares and options are expected to be suspended from trading on the ASX from the close of trading today.
Critical Metals Corp intends to rely on the Court's approval of the Schemes as the basis for an exemption under section 3(a)(10) of the U.S. Securities Act of 1933, as amended, from the registration requirements of that Act in connection with the issue of new Critical Metals Corp shares under the Schemes.
Scheme Consideration
Under the Share Scheme, eligible European Lithium shareholders will receive 0.045 new Critical Metals Corp shares for each European Lithium share held at the record date, being the transaction ratio announced on October 21, 2026.
Under the Option Scheme, each European Lithium option on issue at the record date will be exercised on a cashless basis, and eligible optionholders will receive new Critical Metals Corp shares calculated in accordance with the formula set out in the scheme booklet dated September 15, 2026. European Lithium will announce the exchange rate and the final number of new Critical Metals Corp shares to be issued for each option on October 28, 2026.
Next Steps
The remaining key dates are expected to be:
- October 28, 2026: Announcement of the exchange rate and the number of new Critical Metals Corp shares to be issued for each European Lithium option
- October 29, 2026: Record date for entitlements to the scheme consideration
- November 5, 2026: Implementation date and provision of the scheme consideration 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
Dates for events in Australia refer to Perth time. All dates are indicative only and subject to change. Any changes will be announced by European Lithium on the ASX.
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
