Critical Metals Corp. has restructured its proposed acquisition of European Lithium Limited by replacing the previously fixed share exchange ratio with a floating ratio designed to manage exposure to short-term share price volatility ahead of the securityholder vote.

Under the amended deed, the transaction remains structured as an acquisition of 100% of the issued share capital of European Lithium through Court-approved schemes of arrangement under the Australian Corporations Act 2001. Rather than the fixed exchange ratio of 0.035 New CRML Shares established when terms were initially agreed in April 2026, the consideration will now be determined by the 20-consecutive-day volume weighted average price of Critical Metals shares ending on the second Nasdaq trading day before the Share Scheme Meeting.

The floating ratio incorporates a floor price of US$8.00, which sets a maximum ratio of 0.045 shares, and a ceiling price of US$16.00, establishing a minimum ratio of 0.025 shares. Between these bounds, the ratio adjusts on a straight-line basis. Based on trading levels leading up to the announcement, the current ratio would sit at the 0.045 maximum. The revised mechanics also apply to European Lithium listed options and performance rights.

By implementing the cap and collar structure, both parties aim to share share-price movements equitably. Declining share prices adjust the ratio upward to provide European Lithium securityholders with additional shares, while rising prices lower the ratio to protect Critical Metals shareholders from dilution.

“The amended terms reflect the continued commitment of both companies to completing this combination in a way that protects securityholders on both sides equitably against short-term market volatility. The strategic rationale for bringing European Lithium and its assets fully into the CRML group is unchanged, and we look forward to progressing toward implementation later this year.”

— Mike Hanson, Board Director and Special Committee Lead, Critical Metals Corp.

Other material terms, conditions precedent, and the strategic rationale for the combination remain unchanged, alongside the recommendation from European Lithium’s Independent Board Committee.

Critical Metals holds the Wolfsberg Lithium Project in Carinthia, Austria, which is positioned as Europe’s first fully permitted lithium mine with established road and rail infrastructure.

European Lithium anticipates dispatching a Scheme Booklet containing an Independent Expert’s Report in early September 2026. Implementation of the schemes is expected in October 2026, subject to receiving the necessary approvals from European Lithium securityholders and the Court.

Read the full announcement: Critical Metals Corp. Provides Update on Proposed Acquisition of European Lithium