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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 European Lithium Limited (ASX: EUR, FRA: PF8, OTC: EULIF) ("European Lithium") has confirmed the consideration payable under the option scheme of arrangement (the "Option Scheme") in connection with the Company's acquisition of European Lithium. The Option Scheme and the related share scheme of arrangement (together, the "Schemes") became effective on October 27, 2026.
Option Scheme Consideration
Eligible holders of European Lithium options will receive 0.0353158621 new Critical Metals Corp shares for each European Lithium option held at the record date, or approximately 35.32 shares for every 1,000 options, subject to rounding of fractional entitlements. The figure is calculated using the cashless exercise formula set out in the scheme booklet dated September 15, 2026, based on the Share Scheme transaction ratio of 0.045, the A$0.10 option exercise price converted at the AUD/USD exchange rate of 0.7021 published by the Reserve Bank of Australia, and the Scheme VWAP of US$7.25. Ineligible Optionholders, Small Optionholders and Electing Optionholders (each as defined in the scheme booklet) are treated separately.
Holders of 991 or fewer European Lithium options at the record date are Small Optionholders. They will not receive new Critical Metals Corp shares and will instead receive their pro rata share of the net cash proceeds from the sale of the shares to which they would otherwise be entitled.
Next Steps and Key Dates
The remaining key dates are expected to be:
- October 29, 2026: Record date for entitlements to the scheme consideration (4:00pm AWST / 7:00pm AEDT)
- November 5, 2026: Implementation date, issue of new Critical Metals Corp shares 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 (10:00am AEDT, or as otherwise determined by the ASX)
Dates and times are indicative only and subject to change. Any changes will be announced by European Lithium on the ASX. AWST refers to Perth, Western Australia time and AEDT refers to Sydney, New South Wales time.
Critical Metals Corp intends to rely on the approval of the Supreme Court of Western Australia of the Schemes to qualify for the exemption from registration under section 3(a)(10) of the U.S. Securities Act of 1933, as amended, in connection with the issue of new Critical Metals Corp shares under the Schemes.
For the full calculation, the treatment of Small Optionholders, the exercise of options and the complete timetable, please refer to European Lithium's announcement to the ASX, "Option Scheme Consideration," dated October 28, 2026. European Lithium securityholders with questions can contact the European Lithium Securityholder information line on 1300 630 625 (within Australia) or +61 2 9000 7014 (outside Australia), Monday to Friday between 8:00am and 5:00pm AEDT, excluding national public holidays in Australia.
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
