NEW YORK, Aug. 19, 2026 (GLOBE NEWSWIRE) -- Critical Metals Corp. (Nasdaq: CRML) (“Critical Metals Corp” or the “Company”), a leading critical minerals exploration and mining company, today provided an update on its proposed acquisition of European Lithium Limited (ASX: EUR, FRA: PF8, OTC: EULIF) (“European Lithium”). The Company and European Lithium have entered into a second deed to amend the Scheme Implementation Deed dated May 19, 2026 (as first amended and restated on July 3, 2026).
Under the proposed transaction, Critical Metals Corp would acquire 100% of the issued share capital of European Lithium by way of Court-approved schemes of arrangement under Part 5.1 of the Australian Corporations Act 2001 (Cth) (together, the “Schemes”).
Amendment to the Exchange Ratio
The principal change under the amended deed relates to the exchange ratio. The previously fixed Share Scheme Transaction Ratio of 0.035 New CRML Shares has been amended to a floating ratio with a cap and collar, determined by reference to the average daily volume weighted average price (VWAP) of CRML Shares on Nasdaq over the 20 consecutive Nasdaq trading days ending on the second Nasdaq trading day before the Share Scheme Meeting (the “Scheme VWAP”).
Where the Scheme VWAP is at or below the floor price of US$8.00, the ratio is the maximum of 0.045 New CRML Shares. Where the Scheme VWAP is at or above the ceiling price of US$16.00, the ratio is the minimum of 0.025 New CRML Shares. Between the floor and ceiling prices, the ratio moves on a straight-line basis between 0.045 and 0.025.
The parties agreed to move from a fixed ratio to a floating ratio within a defined range so that movements in the CRML share price between signing and implementation are shared equitably between both parties’ securityholders. Where the CRML share price declines, the ratio adjusts upward, giving European Lithium securityholders a greater number of CRML shares. Where the CRML share price rises, the ratio adjusts downward, protecting CRML shareholders from dilution resulting from the transaction. The cap and collar establish the outer bounds of that adjustment for both parties.
By managing exposure to short-term market volatility ahead of the European Lithium securityholder vote, the amended structure is also intended to support certainty of completion, providing European Lithium securityholders with greater confidence in the value of the transaction as they consider it.
Mike Hanson, board director of Critical Metals Corp who leads the Special Committee responsible for this transaction, commented:
“The amended terms reflect the continued commitment of both companies to completing this combination in a way that protects securityholders on both sides equitably against short-term market volatility. The strategic rationale for bringing European Lithium and its assets fully into the CRML group is unchanged, and we look forward to progressing toward implementation later this year.”
Based on the 20-day VWAP of CRML Shares up to the last Nasdaq trading day before this announcement, being less than US$8.00, the Share Scheme Transaction Ratio would currently be 0.045.
As the consideration payable to holders of European Lithium listed options and performance rights is calculated by reference to the Share Scheme Transaction Ratio, the revised ratio flows through to those instruments.
Transaction Otherwise Unchanged and Progressing
Other than the amendment to the exchange ratio described above, the material terms of the Schemes, including the conditions precedent and the strategic rationale for the transaction, remain unchanged. The changes do not affect the recommendation of European Lithium’s Independent Board Committee.
European Lithium anticipates dispatching a Scheme Booklet, which will include an Independent Expert’s Report, in Early September 2026. Subject to the approval of European Lithium shareholders and option holders and the Court, the Schemes are expected to be implemented in October 2026.
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 timing 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
