Critical Metals Proposes Acquisition of European Lithium for Approximately $835M

Critical Metals announced the signing of a letter of intent whereby Critical Metals has proposed to acquire all of the outstanding shares of European Lithium. Under the proposed transaction, European Lithium shareholders will receive 0.035 shares of Critical Metals for each European Lithium share held. Based on the exchange ratio and considering the unaffected closing price of Critical Metals and the US Dollar to Australian Dollar exchange rate on April 22, the total aggregate consideration payable to European Lithium equity holders is approximately $835M. The proposed transaction is subject to the signing of a definitive agreement. The proposed transaction will be implemented by way of two interdependent Schemes of Arrangement in relation to European Lithium's shares and listed options respectively. European Lithium's outstanding shares will be exchanged for Critical Metals shares at the Exchange Ratio. European Lithium's outstanding listed options will be transferred to Critical Metals in exchange for a number of Critical Metals ordinary shares equal to the exchange ratio times the cashless exercise shares. "Cashless Exercise Shares" means a number equal to the excess of per share value over the exercise price per EUR Option divided by the per share value. Completion of the Proposed Transaction is conditional upon a number of items, including, without limitation, the negotiation and entering into of a binding Scheme Implementation Deed, approval of the shareholders of European Lithium, European Lithium having a net cash and liquid assets balance of not less than A$330,000,000, the holders of unlisted options and ZEPOs entering into cancellation deeds to give effect to the treatment of those securities as set out above, no material adverse change in European Lithium and Critical Metals business and assets and of any prescribed occurrences or regulated events, receipt of all necessary regulatory approvals, consents, waivers or modifications and court approvals and completion of satisfactory due diligence by both parties. European Lithium has agreed to an exclusivity period during which it will not solicit or initiate enquiries or, subject to certain exceptions, participate in any discussions or negotiations relating to any other acquisition proposals, or issue any debt, equity, or equity-like securities. The proposed transaction is expected to be completed in the second half of 2026. If a definitive agreement is reached, a scheme meeting of the shareholders of European Lithium is expected to be held in the third quarter of 2026 to approve the proposed transaction.