NEW YORK, July 03, 2026 (GLOBE NEWSWIRE) -- 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:
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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.
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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
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Critical Metals Corp Amends Acquisition Agreement with European Lithium, Preserves Deal Terms and Targets September 2026 Closing
Critical Metals Corp. amends acquisition agreement with European Lithium, adjusting sale mechanisms while maintaining original terms.
Quiver AI Summary
Critical Metals Corp. announced an amendment to its acquisition plan for European Lithium Limited, preserving key commercial terms while updating certain transaction mechanics. The changes allow shareholders with 50,000 or fewer shares to participate in a sale facility instead of receiving Critical Metals common shares directly, thus converting their shares into net cash proceeds from an on-market sale. The companies reaffirmed their commitment to fulfilling remaining transaction conditions and expect to complete the acquisition by September 2026, pending necessary approvals. Following the transaction, existing European Lithium shareholders will hold about 41% of the new company. Critical Metals is focused on supplying critical minerals for electrification and technology in Europe, with significant projects including the Tanbreez rare earth deposit and the fully permitted Wolfsberg Lithium Project in Austria.
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FAQ
What is the recent amendment to the Scheme Implementation Deed?
Critical Metals Corp and European Lithium Limited amended the Scheme Implementation Deed to improve transaction mechanics while maintaining commercial terms.
Who is eligible for the sale facility under the amendment?
European Lithium shareholders and listed optionholders with 50,000 or fewer shares or options on the record date are eligible.
When can stakeholders expect the Scheme Booklet to be distributed?
The Scheme Booklet, including an Independent Expert's Report, is expected to be distributed in late July or early August 2026.
What ownership percentage will existing European Lithium shareholders have after the acquisition?
After the acquisition, existing European Lithium shareholders are expected to own approximately 41% of the combined company’s outstanding common shares.
When is the expected transaction completion date?
The transaction is currently expected to be implemented in September 2026, pending necessary approvals and satisfaction of conditions.
Disclaimer: This is an AI-generated summary of a press release distributed by GlobeNewswire. The model used to summarize this release may make mistakes. See the full release here.
$CRML Insider Trading Activity
$CRML insiders have traded $CRML stock on the open market 2 times in the past 6 months. Of those trades, 0 have been purchases and 2 have been sales.
Here’s a breakdown of recent trading of $CRML stock by insiders over the last 6 months:
To track insider transactions, check out Quiver Quantitative's insider trading dashboard. You can access data on insider stock transactions through the Quiver Quantitative API insider transaction endpoint.
$CRML Hedge Fund Activity
We have seen 101 institutional investors add shares of $CRML stock to their portfolio, and 48 decrease their positions in their most recent quarter.
Here are some of the largest recent moves:
To track hedge funds' stock portfolios, check out Quiver Quantitative's institutional holdings dashboard. You can access data on hedge funds moves and 13F filings through the Quiver Quantitative API 13F endpoint.
Full Release
NEW YORK, July 03, 2026 (GLOBE NEWSWIRE) -- 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:
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
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