Amendments to implementation mechanics do not change the agreed Scheme consideration, the principal conditions to completion, or the strategic rationale for the transaction
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:
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.
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.