Merger Terms Revised with Floating Ratio and 28.6% Higher Share Consideration

Merger Terms Shift to Floating Exchange Ratio

European Lithium Limited (ASX:EUR) and Critical Metals Corp (NASDAQ: CRML) have agreed to a key amendment in their proposed merger, swapping the previously fixed share exchange ratio for a floating mechanism tied to CRML’s share price. This adjustment introduces a dynamic Share Scheme Transaction Ratio, designed to buffer the transaction’s economics from volatility in the CRML stock ahead of completion.

Under the revised terms, the ratio of new CRML shares issued per European Lithium share will fluctuate based on the 20-day volume weighted average price (VWAP) of CRML shares on NASDAQ, with a floor price of US$8.00 and a ceiling price of US$16.00. The ratio will range between 0.045 (maximum) and 0.025 (minimum) new CRML shares per EUR share, adjusting linearly within these bounds.

Based on the most recent 20-day VWAP, which is below the US$8.00 floor, the maximum ratio of 0.045 applies. This represents a roughly 28.6% uplift in the number of CRML shares EUR shareholders would receive compared to the prior fixed ratio of 0.035. Such a move effectively boosts the value European Lithium shareholders stand to gain from the merger, assuming CRML’s share price remains at or below the floor.

Progress and Next Steps Towards Merger Completion

Both companies continue to work cooperatively to implement the merger via court-approved schemes of arrangement covering both EUR shares and listed options. The second deed to amend the Scheme Implementation Deed formalises the floating ratio and related consequential amendments, including adjustments to option and performance right considerations.

European Lithium anticipates dispatching the Scheme Booklet, which will include an Independent Expert’s Report, in early September 2026. This document will detail the resolutions for shareholder and optionholder approvals necessary for the merger to proceed. Subject to the satisfaction or waiver of all conditions, including court and shareholder approvals, the transaction is expected to be implemented in October 2026.

The merger would see European Lithium shareholders owning approximately 38% of the combined CRML group post-implementation, subject to confirmation of updated pro forma ownership calculations.

Strategic Assets and Market Positioning

European Lithium’s principal assets include a 31% stake in CRML, a 7.5% direct interest in the Tanbreez Rare Earths Project in Greenland, and an indirect interest in the Wolfsberg Lithium Project in Austria. CRML’s portfolio aligns with strategic priorities for critical minerals essential to electrification and clean energy transition, including a long-term lithium supply agreement with BMW and a joint venture to develop a lithium hydroxide refinery in Saudi Arabia.

The Wolfsberg project is positioned to become one of Europe’s first fully permitted lithium mines, subject to regulatory approvals, with established infrastructure and offtake partnerships enhancing its strategic value.

Legal and Procedural Framework Remains Intact

Other than the introduction of the floating share ratio, the material terms of the merger schemes remain unchanged, and the amendments do not affect the recommendation from European Lithium’s Independent Board Committee. The detailed Scheme Implementation Deed, including representations, warranties, conditions precedent, and procedural steps, has been amended and restated to reflect the changes.

Both parties have committed to best endeavours to meet the agreed timetable, with provisions addressing regulatory approvals, exclusivity obligations, and potential competing proposals. The merger structure includes mechanisms for dealing with ineligible and small shareholders, with a sale facility option to monetise shares for those unable or unwilling to receive CRML shares directly.