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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 the completion of its acquisition of European Lithium Limited (ASX: EUR, FRA: PF8, OTC: EULIF) ("European Lithium"). European Lithium is now a wholly owned subsidiary of Critical Metals Corp.
Critical Metals Corp acquired 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").
Scheme Consideration
European Lithium has announced that the Schemes were implemented today and all European Lithium shares have been transferred to Critical Metals Corp. Eligible European Lithium securityholders have been issued:
- Share Scheme: 0.045 new Critical Metals Corp shares for each European Lithium share held at the record date
- Option Scheme: 0.0353158621 new Critical Metals Corp shares for each European Lithium option held at the record date
Entitlements were rounded in accordance with the scheme booklet dated September 15, 2026 (the "Scheme Booklet").
In addition, European Lithium's unlisted options and performance rights subject to security cancellation deeds have been canceled, and Critical Metals Corp has issued new shares and warrants to the relevant holders in consideration for the cancellation, as described in the Scheme Booklet.
As a result of the transaction, European Lithium became a wholly owned subsidiary of Critical Metals. Following the Transaction, European Lithium continues to hold the 45,536,338 Ordinary Shares that it acquired in February 2024, however all rights attaching to such Ordinary Shares, including voting and dividend rights, are suspended under the Company's amended and restated memorandum and articles of association.
In total, Critical Metals Corp has issued 90,539,994 new shares in connection with the acquisition. Immediately following the transaction, including as a result of the suspension of rights held by European Lithium described above, there were 194,219,631 Ordinary Shares issued and outstanding. The Ordinary Shares held by European Lithium described above, which contain no voting and dividend rights, will be accounted for by Critical Metals as treasury shares. In addition, immediately following the transaction, Critical Metals Corp's cash balance was approximately $264.5 million.
Trading on Nasdaq
The new Critical Metals Corp shares issued to former European Lithium securityholders have been issued in book-entry form on the Company's register, maintained by Continental Stock Transfer & Trust Company, and are expected to begin trading on Nasdaq on Friday, November 6, 2026. The new shares cannot be traded on the ASX. The new shares are ordinary shares of the same class as the Company's existing shares and will trade under the existing ticker, CRML. No action is required by existing Critical Metals Corp shareholders.
Delisting of European Lithium
Trading in European Lithium shares and options on the ASX was suspended from the close of trading on October 27, 2026. European Lithium has requested removal from the ASX Official List, which is expected to take effect on November 6, 2026 (Sydney time), and will then request delisting from the Frankfurt Stock Exchange and the OTCQB market in the United States.
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 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
