Critical Metals Corp. filed a Form 6-K with the U.S. Securities and Exchange Commission on November 5, 2026, disclosing the completion of its acquisition of European Lithium Ltd. and the issuance of scheme consideration shares on the Implementation Date.

Key Highlights

  • Acquisition completed: European Lithium Ltd. became a wholly owned subsidiary of Critical Metals on November 5, 2026, the Implementation Date.
  • 90,539,994 Ordinary Shares issued: Critical Metals issued an aggregate of 90,539,994 Ordinary Shares as scheme consideration, comprising 78,414,558 under the Share Scheme, 7,989,037 under the Option Scheme, and 4,136,399 to holders of unlisted options and performance rights.
  • Share Scheme ratio: The Share Scheme was based on a transaction ratio of 0.045 Ordinary Shares for each European Lithium share.
  • Shares outstanding: Immediately following the Transaction, there were 194,219,631 Ordinary Shares issued and outstanding.
  • Cash balance: Critical Metals reported a cash balance of approximately $264.5 million immediately following the Transaction.
  • Replacement Warrants issued: Critical Metals issued warrants representing approximately 8.1 million Ordinary Shares to holders of Class 3, 4, 5, and 6 performance rights of European Lithium, with vesting tied to volume-weighted average price thresholds ranging from US$10.92 to US$15.60.
  • Articles of association amended: The Stage 2 amended and restated memorandum and articles of association, removing provisions conferring rights personal to European Lithium, became effective November 5, 2026.

Critical Metals Closes European Lithium Deal, Issues Over 90 Million Shares

According to the filing, Critical Metals Corp. (NASDAQ:CRML) completed its acquisition of European Lithium Ltd. (ASX: EUR) on November 5, 2026, following court approval of two interdependent schemes of arrangement under Part 5.1 of the Australian Corporations Act 2001. The Supreme Court of Western Australia approved the Schemes on October 26, 2026, and they became effective on October 27, 2026, upon lodgment of the court orders with the Australian Securities and Investments Commission. The Schemes had been approved by European Lithium's shareholders and option holders on October 22, 2026.

On the Implementation Date, the company disclosed it issued a total of 90,539,994 Ordinary Shares. Of these, 78,414,558 were issued under the Share Scheme at a ratio of 0.045 Ordinary Shares per European Lithium share, 7,989,037 were issued under the Option Scheme, and 4,136,399 were issued to certain holders of unlisted options and Class 1 and Class 2 performance rights. The filing noted that European Lithium continues to hold 45,536,338 Ordinary Shares it acquired in February 2024, but that all voting and dividend rights attached to those shares are suspended under the company's amended articles, and such shares will be accounted for as treasury shares. Immediately following the Transaction, the company reported 194,219,631 Ordinary Shares issued and outstanding and a cash balance of approximately $264.5 million.

The filing also disclosed that Critical Metals issued Replacement Warrants representing approximately 8.1 million Ordinary Shares to holders of Class 3, 4, 5, and 6 performance rights of European Lithium, including certain directors of Critical Metals and its affiliates. The Replacement Warrants vest automatically when the volume-weighted average price of Ordinary Shares on Nasdaq over 20 consecutive trading days equals or exceeds US$10.92, US$12.48, US$14.04, or US$15.60 for Classes 3, 4, 5, and 6, respectively, with expiration dates ranging from December 31, 2027 to December 31, 2029. The filing stated these warrants were issued in reliance on the exemption from registration provided by Regulation S under the Securities Act of 1933. Additionally, upon the Implementation Date, Amendment No. 4 to the Agreement and Plan of Merger became effective, terminating Critical Metals' obligation to issue up to 6,778,838 Ordinary Shares to European Lithium as earnout consideration.

What Was Disclosed

Critical Metals Corp. reported the completion of its acquisition of European Lithium Ltd., the issuance of 90,539,994 Ordinary Shares as scheme consideration, the issuance of Replacement Warrants for approximately 8.1 million shares, and amendments to its memorandum and articles of association, all effective November 5, 2026.