Critical Metals Corp.

6-K 1 ea0309356-6k_critical.htm REPORT OF FOREIGN PRIVATE ISSUER

UNDER THE SECURITIES EXCHANGE ACT OF 1934

c/o Maples Corporate Services (BVI) Limited

Kingston Chambers, PO Box 173, Road Town

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

As previously disclosed, on May 18, 2026, Critical Metals Corp. (the "Company") entered into a Scheme Implementation Deed (as amended) under which the Company will acquire all of the issued shares and listed options of European Lithium Ltd. ("European Lithium") by way of two interdependent schemes of arrangement under Australian law (the "EUR Transaction").

On October 21, 2026, European Lithium announced that the Share Scheme Transaction Ratio, which sets the number of new Company ordinary shares to be issued for each European Lithium share under the Share Scheme, has been determined in accordance with the terms of the scheme booklet released to the Australian Securities Exchange on September 15, 2026 (the "Scheme Booklet"). The ratio is based on the average of the daily volume weighted average price of the Company's ordinary shares on Nasdaq over the 20 consecutive trading days from September 23, 2026 to October 20, 2026, subject to a floor price of $8.00 and a ceiling price of $16.00. Because this average price was at or below the floor price, the Share Scheme Transaction Ratio is the maximum ratio set out in the Scheme Booklet. Accordingly, subject to rounding, if the transaction is implemented, European Lithium shareholders will receive 0.045 new Company shares for each European Lithium share held at the record date. The value of the consideration will change with the Company share price and the AUD/USD exchange rate.

This report on Form 6-K is filed to provide a copy of the press release titled "Critical Metals Corp. Announces Share Scheme Transaction Ratio for Acquisition of European Lithium: European Lithium securityholders to vote on the Schemes on October 22, 2026."

Cautionary Note Regarding Forward-Looking Statements

This Form 6-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements include, without limitation, statements regarding the timing of closing of the transactions, statements regarding anticipated benefits of the transactions, as well as statements regarding the financial position, financial performance, business strategy, expectations of the Company's business and the plans and objectives of management for future operations. 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 herein, 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.

99.1 Press Release, dated October 21, 2026