Critical Metals' Purchase Of European Lithium Strips Rights From 45.5 Million Shares
European Lithium retains the shares but reports 0% ownership, while Critical Metals ends an obligation to issue additional earnout shares.
Critical Metals, which explores and evaluates rare earth and lithium deposits, suspended the rights attached to European Lithium's 45.5 million shares after buying the shareholder on Thursday. European Lithium's amended SEC ownership filing on Monday puts its ownership at 0%, even though it retains the shares.
Shares Stay, Votes Disappear
European Lithium now belongs entirely to Critical Metals. Its 45,536,338 shares in its parent carry neither votes nor dividend entitlements, and Critical Metals will treat them as treasury shares — shares held within the company rather than by outside investors.
The suspension lasts as long as European Lithium remains wholly owned by Critical Metals. European Lithium bought the shares in February 2024; the acquisition changed their rights, rather than removing them from its holdings.
Critical Metals also ended its obligation to deliver up to 6,778,838 additional shares to European Lithium as earnout consideration. The investor agreement between the companies ended Thursday as well.
90.5 Million Shares For The Purchase
Critical Metals issued 90,539,994 ordinary shares to complete the acquisition. European Lithium shareholders received 78,414,558 of them, at a ratio of 0.045 Critical Metals shares for each European Lithium share.
Listed option holders received 7,989,037 shares. Another 4,136,399 went to holders of certain unlisted options and performance rights. Immediately after completion and the suspension of European Lithium's share rights, Critical Metals had 194,219,631 ordinary shares outstanding.
The purchase agreement dates to May 18, 2026. European Lithium shareholders and option holders approved the arrangements on October 22, 2026, and the Supreme Court of Western Australia approved them on October 26. They became effective on October 27, with the acquisition completed Thursday.
Cash For An Exploration Business
Critical Metals reported approximately $264.5 million in cash immediately after the transaction, which brought European Lithium into its consolidated business.
Critical Metals has no producing mines. Its main projects are Tanbreez in southern Greenland, where it holds a 92.5% interest, and the Wolfsberg Lithium Project in Carinthia, Austria. Both remain at the exploration and evaluation stage, although Tanbreez has a mining exploitation license.
The company also holds a 20% interest in Austria's Weinebene and Eastern Alps Lithium Projects. Once Tanbreez operates, Critical Metals expects to supply rare earths to western-hemisphere customers for commercial products and the defense industry.
The completed purchase leaves European Lithium inside Critical Metals, with its existing shares stripped of rights and the additional earnout-share obligation ended.
Sources
- SCHEDULE 13D/A — European Lithium Limited re: Critical Metals Corp. (CRML) — SEC EDGAR
- Critical Metals Corp. Completes Acquisition of European — globenewswire.com
