SCHEDULE: European Lithium Reduces Critical Metals Stake to 49.3%
Beneficial Ownership Update
European Lithium Limited has reduced its beneficial ownership in Critical Metals Corp. to 49.3% by selling 3.85 million shares for $50.05 million.
Summary
- European Lithium Limited, the reporting person, filed Amendment No. 4 to its Schedule 13D regarding its beneficial ownership in Critical Metals Corp.
- The amendment discloses that European Lithium Limited entered into a Securities Purchase Agreement on October 10, 2025, to sell 3,850,000 Ordinary Shares of Critical Metals Corp.
- The aggregate purchase price for these shares was $50,050,000, equating to $13.00 per share.
- Following this transaction, European Lithium Limited beneficially owns 56,066,641 Ordinary Shares of Critical Metals Corp.
- This ownership represents 49.3% of the 113,712,853 Ordinary Shares issued and outstanding as of October 13, 2025.
- Prior to this sale, European Lithium Limited held approximately 52.69% of Critical Metals Corp.'s outstanding shares.
Sentiment
Score: 7
Explanation: The sentiment is moderately positive for European Lithium Limited due to the significant capital raised from the share sale. For Critical Metals Corp., the change in ownership structure is a neutral event, as it was a planned transaction by a major shareholder, though the loss of majority ownership by European Lithium could be viewed with slight caution.
Positives
- European Lithium Limited successfully raised $50,050,000 through the sale of 3,850,000 Ordinary Shares, providing a significant cash inflow.
- The sale price of $13.00 per share indicates a specific valuation for the transaction.
Negatives
- European Lithium Limited's beneficial ownership in Critical Metals Corp. decreased from approximately 52.69% to 49.3%, meaning it is no longer a majority shareholder.
- The reduction in stake could be perceived as a decrease in commitment or strategic interest by a major shareholder, although it was part of a planned transaction.
Future Outlook
The filing does not provide specific forward-looking statements or guidance regarding Critical Metals Corp.'s operations or future performance. It primarily details a change in beneficial ownership.
Industry Context
This filing reflects a significant ownership adjustment by a major shareholder in a critical minerals company. Such transactions are common in the mining sector as companies adjust their strategic investments or raise capital. The specific implications for Critical Metals Corp. would depend on its operational progress and market conditions for lithium.
Stakeholder Impact
- **Shareholders of European Lithium Limited:** The company received $50,050,000 in proceeds, which could be used for its own operations, debt reduction, or future investments, potentially benefiting shareholders.
- **Shareholders of Critical Metals Corp.:** The reduction of European Lithium Limited's stake below 50% means Critical Metals Corp. no longer has a majority shareholder in European Lithium. This could lead to a more diversified shareholder base and potentially impact future strategic decisions or control dynamics. The entry of a new investor (or increased stake for an existing one) could bring new perspectives or capital.
Key Dates
| Date | Description |
|---|---|
| 10/24/2022 | Original Agreement and Plan of Merger date. |
| 01/04/2023 | Amendment to the Merger Agreement. |
| 07/07/2023 | Amendment to the Merger Agreement. |
| 11/17/2023 | Amendment to the Merger Agreement. |
| 12/27/2023 | Issuer's Registration Statement on Form F-4 declared effective. |
| 02/15/2024 | Form F-4 supplemented. |
| 02/27/2024 | 66,416,641 Ordinary Shares acquired from the Issuer in connection with the Business Combination. |
| 03/05/2024 | Original Schedule 13D filed by European Lithium Limited. |
| 12/13/2024 | Amendment No. 1 to Schedule 13D filed. |
| 07/01/2025 | Amendment No. 2 to Schedule 13D filed. |
| 10/08/2025 | Amendment No. 3 to Schedule 13D filed. |
| 10/10/2025 | Securities Purchase Agreement entered into for the sale of 3,850,000 Ordinary Shares. |
| 10/13/2025 | Date as of which 113,712,853 Ordinary Shares were issued and outstanding for percentage calculation. |
| 10/14/2025 | Date of signing Amendment No. 4 to Schedule 13D. |
Keywords
European Lithium Limited, Critical Metals Corp., Schedule 13D, Beneficial Ownership, Share Sale, Equity Stake, SEC Filing, Lithium, Mining
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