European Lithium Limited filed Amendment No. 8 to Schedule 13D with the SEC on November 9, 2026, disclosing that Critical Metals Corp. completed its acquisition of European Lithium on November 5, 2026, making European Lithium a wholly owned subsidiary of Critical Metals Corp. (NASDAQ:CRML).

Key Highlights

  • Transaction completed November 5, 2026: Critical Metals Corp. acquired all issued shares and listed options of European Lithium Ltd., making it a wholly owned subsidiary.
  • 90,539,994 Ordinary Shares issued: Critical Metals issued this aggregate total on the Implementation Date as consideration under the Share Scheme, Option Scheme, and to holders of unlisted options and performance rights.
  • 45,536,338 shares suspended: European Lithium continues to hold these Ordinary Shares of Critical Metals, but all voting and dividend rights are suspended under Critical Metals' amended and restated memorandum and articles of association.
  • Treasury share treatment: The 45,536,338 Ordinary Shares held by European Lithium, carrying no voting or dividend rights, will be accounted for by Critical Metals as treasury shares.
  • 194,219,631 shares outstanding: Immediately following the Transaction, this was the total number of Ordinary Shares issued and outstanding, accounting for the suspended shares held by European Lithium.
  • Earnout obligation terminated: Amendment No. 4 to the Agreement and Plan of Merger, dated September 28, 2026, terminated Critical Metals' obligation to issue up to 6,778,838 Ordinary Shares to European Lithium as earnout consideration.

Critical Metals Completes European Lithium Acquisition via Australian Schemes of Arrangement

According to the filing, Critical Metals Corp. entered into a binding Scheme Implementation Deed with European Lithium Ltd. (ASX: EUR) on May 18, 2026. The transaction proceeded by way of two interdependent schemes of arrangement under Part 5.1 of the Australian Corporations Act 2001 (Cth): a Share Scheme between European Lithium and its shareholders, and an Option Scheme between European Lithium and the holders of its listed options.

The filing discloses that European Lithium's shareholders and option holders approved the Schemes on October 22, 2026. The Supreme Court of Western Australia made orders approving the Schemes on October 26, 2026, and the Schemes became effective on October 27, 2026, upon lodgment of an office copy of the Court orders with the Australian Securities and Investments Commission. On the Implementation Date of November 5, 2026, Critical Metals issued 78,414,558 Ordinary Shares under the Share Scheme, based on a transaction ratio of 0.045 Ordinary Shares for each European Lithium share, 7,989,037 Ordinary Shares under the Option Scheme, and 4,136,399 Ordinary Shares to certain holders of unlisted options and Class 1 and Class 2 performance rights of European Lithium.

The filing further states that upon the Implementation Date, the Termination Agreement dated September 28, 2026, between Critical Metals and European Lithium became effective, terminating the Investors Agreement dated February 27, 2024. The reporting person notes that European Lithium's officers are now the officers of Critical Metals, and Critical Metals controls the Reporting Person. Because the suspended shares held by European Lithium carry no voting, dividend, or other rights, the filing states that "no value has been attributed to such shares for purposes of calculating the percentage of the outstanding class," resulting in a reported 0% ownership percentage.

What Was Disclosed

European Lithium Limited filed Amendment No. 8 to Schedule 13D reporting the November 5, 2026 completion of Critical Metals Corp.'s acquisition of European Lithium, the issuance of 90,539,994 Ordinary Shares as transaction consideration, and the suspension of rights on 45,536,338 shares now held as treasury shares.