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Critical Metals Corp. (Nasdaq: CRML) ("Critical Metals Corp" or the "Company"), a leading critical minerals mining company, announced that it and European Lithium Limited (ASX: EUR, FRA: PF8, OTC: EULIF) ("European Lithium") have entered into an amendment deed to the Scheme Implementation Deed governing Critical Metals' proposed acquisition of European Lithium.
The amendments reflect agreed changes to certain implementation mechanics of the transaction while preserving the existing commercial terms of the proposed acquisition.
The principal amendments include:
- European Lithium shareholders and listed optionholders holding 50,000 or fewer European Lithium shares or listed options, as applicable, on the applicable record date, will be eligible to participate in a sale facility. Under this facility, the Critical Metals common shares they would otherwise receive as Scheme consideration will be sold on-market by an appointed sale agent, and those holders will instead receive the net cash proceeds from the sale.
- Critical Metals common shares issued as Scheme consideration will be issued directly to eligible European Lithium securityholders. This replaces the previously contemplated CHESS Depositary Interest (CDI) structure.
The amendments do not change the agreed Scheme consideration, the principal conditions to completion, or the strategic rationale for the proposed acquisition.
Critical Metals and European Lithium continue to work cooperatively toward satisfaction of the remaining conditions required to complete the transaction. European Lithium currently expects to distribute its Scheme Booklet, including an Independent Expert's Report, in late July or early August 2026. The Scheme Booklet will be submitted to European Lithium shareholders and optionholders for the approvals required under Australian law.
Subject to receipt of the required shareholder, optionholder and Court approvals, as well as satisfaction or waiver of the remaining conditions precedent, the parties currently expect the transaction to be implemented during September 2026.
Upon completion of the transaction, existing European Lithium shareholders are expected to own approximately 41% of the outstanding common shares of the combined company.
Additional information regarding the proposed acquisition will be provided in the applicable regulatory filings and shareholder materials as they become available.
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. 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
