Critical Metals Corp Completes Acquisition of European Lithium
GlobeNewswire
1h ago
Ai Focus
Critical Metals Corp announced on Thursday that it has completed the acquisition of European Lithium Limited, which has now become its wholly-owned subsidiary. The company stated that after the transaction, a total of 90,539,994 new shares were issued, and the cash balance after the transaction was approximately 264.5 million US dollars. The new shares are expected to begin trading on NASDAQ on November 6th.
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New York, November 5th ( GLOBE NEWSWIRE ) – Critical Metals Corp. (Nasdaq ticker: CRML, hereinafter referred to as “Critical Metals Corp” or “the Company”) announced today that it has completed the acquisition of European Lithium Limited (ASX ticker: EUR, Frankfurt ticker: PF8, OTC ticker: EULIF, hereinafter referred to as “European Lithium”). European Lithium has now become a wholly-owned subsidiary of Critical Metals Corp.

Critical Metals Corp acquired 100% of the issued share capital of European Lithium as well as all its listed options through an arrangement plan approved by the court under Part 5.1 of the Australian Company Act 2001 (Federal). The arrangement includes an arrangement plan between European Lithium and its shareholders (the 'Share Plan'), as well as an arrangement plan between European Lithium and the holders of its listed options (ASX code: EUROC) (the 'Option Plan'), which together with the Share Plan are referred to as the 'Arrangement Plan'.

Arrangement of consideration

European Lithium indicates that these arrangements and plans have been implemented today, and all shares of European Lithium have been transferred to Critical Metals Corp. Eligible holders of European Lithium securities have received:

  • Stock Plan: For every 1 share of European Lithium held, 0.045 shares of the new Critical Metals Corp stock will be awarded.
  • Option Plan: For every 1 European Lithium option held, 0.0353158621 shares of the new Critical Metals Corp stock are awarded.

The relevant rights and interests have been rounded off in accordance with the arrangement plan document dated September 15, 2026 (“Scheme Booklet”).

In addition, the unlisted options and performance rights of European Lithium that were subject to the securities cancellation contract have been cancelled. Critical Metals Corp has issued new shares and warrants to the relevant holders as compensation for the cancellation, as detailed in the arrangement plan statement.

Therefore, European Lithium has become a wholly-owned subsidiary of Critical Metals. After the transaction was completed, European Lithium continued to hold 45,536,338 ordinary shares acquired in February 2024, but according to the company's revised and restated articles of association, all rights attached to these ordinary shares, including voting rights and dividend rights, have been suspended.

As a result of this transaction, Critical Metals Corp issued a total of 90,539,994 new shares. Following the completion of the transaction, including the shares held by European Lithium that have had their voting and dividend rights suspended, the total number of ordinary shares issued and in circulation is 194,219,631. The ordinary shares held by European Lithium that do not carry voting or dividend rights will be recorded by Critical Metals as treasury shares. In addition, after the transaction, Critical Metals Corp has a cash balance of approximately 264.5 million US dollars.

Nasdaq trading

The new Critical Metals Corp shares issued to the original European Lithium securities holders have been recorded in the company's shareholder register in a book-entry manner. This register is maintained by Continental Stock Transfer & Trust Company. The new shares are expected to begin trading on NASDAQ on Friday, November 6, 2026. The new shares cannot be traded on the Australian Stock Exchange. The new shares belong to the same class as the company's existing shares and will trade under the existing code CRML. Existing Critical Metals Corp shareholders do not need to take any action.

European Lithium Delisted

European Lithium The trading of stocks and options on the Australian Stock Exchange was suspended at the close of trading on October 27, 2026. European Lithium An application has been made to remove them from the official list of the Australian Stock Exchange, which is expected to take effect on November 6, 2026 (Sydney time). Subsequently, applications will also be made for delisting from the Frankfurt Stock Exchange and the OTCQB market in the United States.

Regarding Critical Metals Corp.

Critical Metals Corp (Nasdaq ticker: CRML) is a leading mining development company focused on critical metals and minerals, as well as strategic products that are vital for electrification and next-generation technologies, targeting partners in Europe and the Western world. 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 easy access to key transportation routes, as the area boasts deep-water fjords that provide year-round maritime access to the North Atlantic Ocean.

Another key 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 producers of lithium products to support the European market. Wolfsberg has established cooperative relationships with purchasers and downstream partners and is poised to become a unique and valuable asset within the expanding portfolio of geographically strategic critical 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 in the Western world, clean energy transitions, and next-generation technologies.

For more information, please visit https :// www.criticalmetalscorp.com.

Tips on Forward-Looking Statements

This press release contains forward-looking statements as defined by 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 company business expectations, as well as management’s plans and objectives for future operations, including those related to the acquisition of European Lithium and the anticipated timeline and implementation of the arrangement plans. These statements constitute predictions, estimates, and forward-looking statements and do not constitute performance guarantees. Such statements can be identified by their nature, as they do not strictly relate to historical or current facts. In this press release, forward-looking statements may be identified by words such as “estimate,” “plan,” “expect,” “predict,” “intend,” “will,” “anticipate,” “believe,” “seek,” “goal,” “aim to,” and other similar expressions that predict or indicate future events or trends, or that are not statements of historical fact. Furthermore, any predictions, estimates, or other expressions regarding future events or circumstances, including any relevant 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. As a result, actual results may differ significantly from those anticipated or implied by such forward-looking statements. For various reasons, actual results may differ materially from those expected in the forward-looking statements, 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 made as of that date, and involve a number of judgments, risks, and uncertainties. Therefore, forward-looking statements should not be considered as representing our views at any subsequent date, and we assume 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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