Critical Metals Corp. Merger with European Lithium Approved by European Lithium Securityholders

NEW YORK, Oct. 22, 2026 (GLOBE NEWSWIRE) -- Critical Metals Corp. (Nasdaq: CRML) (“Critical Metals Corp” or the “Company”), a leading critical minerals exploration and mining company, today announced that European Lithium Limited (ASX: EUR, FRA: PF8, OTC: EULIF) (“European Lithium”) shareholders and optionholders have voted in favor of the Company’s proposed acquisition of European Lithium at the general meeting and the meetings of shareholders and optionholders to vote on the Schemes (the “Scheme Meetings”) held on October 22, 2026 in West Leederville, Western Australia.

Under the proposed transaction, Critical Metals Corp would acquire 100% of the issued share capital of European Lithium and all of European Lithium’s listed options by way of Court-approved schemes of arrangement under Part 5.1 of the Australian Corporations Act 2001 (Cth), comprising a scheme between European Lithium and its shareholders (the “Share Scheme”) and a scheme between European Lithium and the holders of its listed options (ASX: EUROC) (the “Option Scheme”, and together with the Share Scheme, the “Schemes”). The consideration payable under each Scheme is to be satisfied by the issue of new ordinary shares in Critical Metals Corp.

Voting Results

European Lithium has announced that the resolutions to approve the Share Scheme and the Option Scheme were each passed by the requisite majorities:

• Share Scheme: 99.96% of the votes cast by European Lithium shareholders, and 97.22% of shareholders present and voting, were in favor
• Option Scheme: 100% of the votes cast by European Lithium optionholders, and 100% of optionholders present and voting, were in favor
  

European Lithium shareholders also approved the related party resolutions at the general meeting. With these approvals, the conditions requiring securityholder approval of the Schemes have been satisfied.

In accordance with ASX Listing Rule 3.13.3, European Lithium also released to the ASX the Chair’s address for the Scheme Meetings. The full announcement is available on the ASX and on European Lithium’s website.

Next Steps

The Schemes remain subject to approval by the Supreme Court of Western Australia (the “Court”) at the second court hearing, scheduled for October 26, 2026, and to the other conditions set out in the scheme booklet released to the ASX on September 15, 2026. If the Court approves the Schemes, they are expected to become effective on October 27, 2026, with trading in European Lithium shares and options on the ASX suspended from the close of trading that day.

The remaining key dates are expected to be:

• October 26, 2026: Second court hearing
• October 27, 2026: Effective date and last day of trading of European Lithium shares and options on the ASX
• October 29, 2026: Record date for entitlements to the scheme consideration
• November 5, 2026: Implementation date and provision of the scheme consideration to European Lithium securityholders
• November 6, 2026: New Critical Metals Corp shares expected to begin trading on Nasdaq, and European Lithium removed from the ASX Official List
  

Dates for events in Australia refer to Perth time. All dates are indicative only and remain subject to the Court approval process. Any changes will be announced by European Lithium on the ASX.

About Critical Metals Corp.

Critical Metals Corp (Nasdaq: CRML) is a leading mining development company focused on critical metals and minerals, and producing strategic products essential to electrification and next-generation technologies for Europe and its Western world partners. Its flagship Project, Tanbreez, is one of the world's largest rare earth deposits and is located in Southern Greenland. The deposit is expected to have access to key transportation outlets as the area features year-round direct shipping access via deep water fjords that lead directly to the North Atlantic Ocean.

Another key asset is the Wolfsberg Lithium Project located in Carinthia, 270 km south of Vienna, Austria. The Wolfsberg Lithium Project is the first fully permitted mine in Europe and is strategically located with access to established road and rail infrastructure and is expected to be the next major producer of key lithium products to support the European market. Wolfsberg is well positioned with offtake and downstream partners to become a unique and valuable asset in an expanding geostrategic critical metals portfolio.

Another key asset is Velta, a titanium producer whose main operation is the Byrzulivske mining and processing plant in the Kirovohrad region of central Ukraine. Velta is the only private Ukrainian company to have built its own titanium mining complex. Velta holds patented technology for turning ilmenite into titanium powder. Development of the nearby Likarivske deposit is planned as the base of a broader critical minerals cluster. Velta is well positioned to move from feedstock into titanium metal for Western supply chains, which would make it a unique and valuable addition to an expanding geostrategic critical metals portfolio.

With this strategic asset portfolio, Critical Metals Corp is positioned to become a reliable and sustainable supplier of critical minerals essential for defense applications, the clean energy transition, and next-generation technologies in the western world.

For more information, please visit https://www.criticalmetalscorp.com/.

Cautionary Note Regarding Forward Looking Statements

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements may include expectations of our business and the plans and objectives of management for future operations, including with respect to the proposed acquisition of European Lithium and the anticipated timetable for and implementation of the Schemes. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this news release, forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “designed to” or other similar expressions that predict or indicate future events or trends or that are not statements of historical facts. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements for many reasons, including the factors discussed under the “Risk Factors” section in the Company’s Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission. These forward-looking statements are based on information available as of the date of this news release, and expectations, forecasts and assumptions as of that date, involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Critical Metals Corp.

Investor Relations: ir@criticalmetalscorp.com
Media: pr@criticalmetalscorp.com