Critical Metals Corp. (NASDAQ:CRML) ("Critical Metals Corp." or the "Company"), further to its news release on April 27, 2026, today announced the execution of a binding Scheme Implementation Deed under which Critical Metals will acquire all of the issued shares and listed options of European Lithium Ltd. (ASX:EUR) ("European Lithium") by way of two interdependent schemes of arrangement under Australian law (the "Transaction").

Transaction Rationale

The Transaction is a logical combination that has a compelling strategic rationale and is expected to create value for Critical Metals shareholders.

• Minimize Critical Metals Dilution and Increase Critical Metals Public Float:
  • European Lithium owns 45,536,338 shares of Critical Metals (the "Cross-holding Shares"), representing approximately 31% of Critical Metals outstanding shares.  Upon completion of the Transaction, Critical Metals intends to minimize the Cross-holding Shares which will substantially reduce the associated Critical Metals shareholder dilution resulting from the Transaction yet materially increase Critical Metals' public float which is expected to augment Critical Metals' already strong trading liquidity profile.
• Consolidation of Tanbreez Ownership:
  • European Lithium owns 7.5% of the Tanbreez Rare Earth Project in Greenland ("Tanbreez") and following completion of the Transaction, Critical Metals is positioned to consolidate 100% of Tanbreez, which will simplify the ownership, decision making and financing strategy for Tanbreez as it is advanced towards development.
• Fortification of Critical Metals' Balance Sheet:
  • European Lithium has a cash balance of approximately AUD$306 million (approximately US$219 million) as of March 31, 2026, and Critical Metals, which currently has a standalone cash balance of approximately US$124 million, will have a robust balance sheet to accelerate the development of Tanbreez into a strong rare earth market that requires new sources of heavy rare earth elements from Western allied nations. In addition, excluding the Cross-holding Shares, European Lithium currently holds marketable securities with a market value of approximately US$18 million.
     

Transaction Benefits for Critical Metals Shareholders

• Improved Capital Markets and Optimal Pro Forma Ownership:
  • Removes overhang from regular block trade dispositions of Critical Metals shares by European Lithium at significant discounts to the prevailing market price.
  • Critical Metals' expected reduction of the Cross-holding Shares substantially reduces the associated shareholder dilution resulting from the Transaction, yet materially increases Critical Metals' public float, which is expected to augment Critical Metals' already strong trading liquidity profile.
• Removal of Large Shareholder
  • Removes a shareholder with 31% ownership from the shareholder register and puts control of Critical Metals in the market, which may make Critical Metals more attractive to future potential strategic investors and/or future potential acquirers.
• 100% Ownership of Tanbreez
  • Positioned to consolidate 100% ownership of Tanbreez by acquiring European Lithium's 7.5% stake.
• Peer Group-Leading Balance Sheet Strength
  • Provides substantial additional cash from European Lithium to advance the development of Tanbreez and other projects.
     

Transaction Details 

The Transaction will be implemented by way of two interdependent Schemes of Arrangement under Australian law in relation to European Lithium's shares and listed options respectively.

Pursuant to the Transaction, European Lithium shareholders will receive 0.035 shares of Critical Metals for each European Lithium share held (the "Exchange Ratio").

European Lithium's outstanding listed options ("EUR Options") will be transferred to Critical Metals in exchange for a number of Critical Metals shares equal to the Exchange Ratio minus a fraction, the numerator of which is the option's exercise price and the denominator of which is the a 20-day VWAP of Critical Metal's share price prior to the record date of the schemes.

European Lithium's zero-dollar exercise price unlisted options ("ZEPOs") will be treated as follows:

1. The ZEPO tranches (totaling 90,000,000 ZEPOs) consisting of: (i) 45,000,000 ZEPOs vesting upon European Lithium's VWAP exceeding A$0.50 for 20 consecutive trading days, and (ii) 45,000,000 ZEPOs vesting upon the European Lithium's VWAP exceeding A$0.60 for 20 consecutive trading days will be cancelled in consideration for newly issued Critical Metals ordinary shares, with the number to be issued calculated using the Exchange Ratio; and
2. The remaining ZEPO tranches (totaling 180,000,000 ZEPOs) consisting of: (i) 45,000,000 ZEPOs vesting upon European Lithium's VWAP exceeding A$0.70 for 20 consecutive trading days, (ii) 45,000,000 ZEPOs vesting upon the European Lithium's VWAP exceeding A$0.80 for 20 consecutive trading days, (iii) 45,000,000 ZEPOs vesting upon European Lithium's VWAP exceeding A$0.90 for 20 consecutive trading days, and (iv) 45,000,000 ZEPOs vesting upon European Lithium's VWAP exceeding A$1.00 for 20 consecutive trading days will be exchanged for newly issued economically equivalent securities issued by Critical Metals (with the quantum of such securities calculated by multiplying the number of ZEPOs by the Exchange Ratio), with such Critical Metals securities having the same vesting conditions (subject only to adjustments in the case of share price targets, calculated by multiplying the various share price targets by the inverse of the Exchange Ratio) and the same expiration dates as the existing ZEPOs.
    

Completion of the Transaction is conditional upon a number of items, including, without limitation, the approval of the shareholders of European Lithium, European Lithium having a net cash and liquid assets balance of not less than AUD$330,000,000, the holders of unlisted options and ZEPOs entering into cancellation deeds to give effect to the treatment of those securities as set out above, no material adverse change in European Lithium and Critical Metals business and assets and of any prescribed occurrences or regulated events, receipt of all necessary regulatory approvals, consents, waivers or modifications and court approvals. 

The above description of the Transaction is not complete and qualified in all respect by the Schemes of Arrangement.

The Transaction is expected to be completed in the second half of 2026. A scheme meeting of the shareholders of European Lithium is expected to be held in the third quarter of 2026 to approve the Proposed Transaction.