Critical Metals Corp Announces the Stock Exchange Ratio for the Acquisition of European Lithium
GlobeNewswire
1h ago
Ai Focus
Critical Metals Corp announced that the transaction ratio of Share Scheme in acquiring European Lithium has been determined; if the transaction is carried out, each shareholder of European Lithium will receive 0.045 new ordinary shares of Critical Metals Corp for every 1 share they hold. A related shareholders' meeting of European Lithium Industries is scheduled to be held on October 22nd.
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New York, October 21 (Reuters/ GlobeNewswire ) – Critical Metals Corp (Nasdaq ticker: CRML, hereinafter referred to as “Critical Metals Corp” or “the Company”) today announced the latest progress regarding its proposed acquisition of European Lithium Limited (ASX : EUR , FRA : PF8 , OTC : EULIF , hereinafter referred to as “European Lithium”). A meeting for the holders of securities related to European lithium companies is scheduled for Thursday, October 22, 2026.

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 plan approved by the court under Part 5.1 of the Australian Company Act 2001 (Federal). The transaction includes an arrangement plan between European Lithium and its shareholders ("Share Scheme") and an arrangement plan between European Lithium and the holders of its listed options ("ASX : EUROC" ("Option Scheme"), collectively referred to as "Schemes"). The consideration payable under each arrangement plan will be satisfied by issuing new ordinary shares of Critical Metals Corp.

Share Scheme Transaction Ratio

European Lithium indicates that the trading ratio of Share Scheme has been determined. This ratio determines how many shares of Critical Metals Corp new shares can be obtained for each share of European Lithium stock held. The calculation is based on the provisions outlined in the plan document ("Scheme Booklet") released to the Australian Stock Exchange on September 15, 2026.

This ratio is based on the weighted average daily trading volume of Critical Metals Corp stock over 20 consecutive trading days on NASDAQ, with the time period being from September 23, 2026, to October 20, 2026 (“Scheme VWAP”). There is a lower limit of $8.00 and an upper limit of $16.00 set for this ratio.

As Scheme VWAP is at or below the lower limit price, the trading ratio of Share Scheme has reached the maximum ratio specified in Scheme Booklet.

Therefore, after rounding, if Share Scheme is implemented, shareholders of European Lithium will receive 0.045 shares of Critical Metals Corp new shares for each share they hold on the registration date. The value of the consideration will vary with the stock price of Critical Metals Corp and the exchange rate between Australian dollars and US dollars.

Option Scheme Consideration

The consideration for the listed options under European Lithium will be calculated based on the cash-free exercise formula outlined in Scheme Booklet, with reference to the trading ratio in Share Scheme, Scheme VWAP, and an option exercise price of 0.10 Australian dollars. European Lithium expects to announce the final consideration for Option Scheme around October 28, 2026.

Securities Holder Meeting and Subsequent Steps

The general meeting of shareholders and options holders (collectively referred to as " Scheme Meetings ") that will vote on these arrangements and plans will be held on Thursday, October 22, 2026, in West Leederville , Western Australia. The Independent Directors Committee of European Lithium continues to recommend that relevant security holders vote in support of these arrangements and plans, provided that no better alternatives exist, and provided that independent experts continue to believe that these arrangements and plans are in the best interests of those security holders.

The aforementioned arrangements still require the approval of the European Lithium securities holders, the approval of the Supreme Court of Western Australia (“Court”), and the fulfillment of any remaining prerequisites or exemptions.

Regarding Critical Metals Corp.

Critical Metals Corp (Nasdaq: CRML) is a leading mining development company that focuses on critical metals and minerals, and produces strategic products that are vital for the electrification of Europe and its partners in the Western world, as well as for next-generation technologies. 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 transportation routes, as the region boasts deep-water fjords that are available throughout the year, providing direct shipping access to the North Atlantic.

Another core asset is the Wolfsberg lithium project located in Carinthia, Austria, 270 kilometers south of Vienna. The Wolfsberg lithium project is the first fully approved mine in Europe, with a superior geographical location and mature road and railway infrastructure. It is expected to become one of the next major key lithium product producers supporting the European market. With its purchasing agreements and downstream partners, Wolfsberg 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.

Forward-looking Statements Warning

This press release contains forward-looking statements as defined by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may include the company's business expectations as well as management's plans and objectives for future operations, including the anticipated timeline and implementation of the proposed acquisition of European Lithium and related arrangements. These statements are predictive and forward-looking in nature and do not constitute performance guarantees. Such statements can be identified by their non-strict reliance on historical or current facts. In this press release, forward-looking statements may use words such as “estimate,” “plan,” “predict,” “expect,” “intend,” “will,” “anticipate,” “believe,” “seek,” “target,” “aim to,” or similar language that forecasts future events or trends rather than historical facts. Furthermore, any predictions, forecasts, or descriptions regarding future events or circumstances, including their 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 from those expected due to various reasons, including factors discussed in the “Risk Factors” section of the company’s annual report 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 press release, as well as expectations, projections, and assumptions at that time, and involve a number of judgments, risks, and uncertainties. Therefore, forward-looking statements should not be considered as representing the company’s views at any subsequent date, and the company assumes no obligation to update forward-looking statements to reflect events or circumstances that occur after their issuance, whether due to new information, future events, or other reasons, unless required by applicable securities laws.

Critical Metals Corp.

Investor Relations: ir @ criticalmetalscorp.com

Media: pr @ criticalmetalscorp.com

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