SCHEDULE: European Lithium Sells Critical Metals Corp. Shares
Beneficial Ownership Update
European Lithium Limited has reduced its beneficial ownership in Critical Metals Corp. by selling 2.5 million Ordinary Shares for $33.75 million.
Summary
- European Lithium Limited (the Reporting Person) filed Amendment No. 7 to its Schedule 13D, updating its beneficial ownership in Critical Metals Corp. (the Issuer).
- On February 3, 2026, the Reporting Person entered into a Securities Purchase Agreement with a third party.
- Under this agreement, European Lithium Limited sold 2,500,000 Ordinary Shares of Critical Metals Corp. for an aggregate purchase price of $33,750,000.
- The transaction closed on February 4, 2026.
- Following the sale, European Lithium Limited beneficially owns 45,536,338 Ordinary Shares of Critical Metals Corp.
- This represents 37.3% of the Issuer's outstanding Ordinary Shares, calculated based on 122,074,807 shares issued and outstanding as of February 4, 2026.
- The beneficial ownership amount does not include 3,389,419 Earnout Shares that may be issued to the Reporting Person upon satisfaction of certain price-related conditions over a five-year period.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this as a neutral event for Critical Metals Corp. as it represents a change in a significant shareholder's stake, while for European Lithium Limited, it's a positive cash infusion but a reduction in its strategic holding.
Positives
- European Lithium Limited received $33,750,000 in cash from the sale of 2,500,000 Ordinary Shares, providing a significant capital inflow.
Negatives
- European Lithium Limited's beneficial ownership in Critical Metals Corp. decreased to 37.3% of the outstanding shares, reducing its overall stake in the company.
Future Outlook
NA
Industry Context
StockSavvy.ai notes that this Schedule 13D amendment primarily reflects a change in beneficial ownership by a significant shareholder, European Lithium Limited, in Critical Metals Corp. Such transactions are common for strategic investors managing their portfolio or raising capital, and do not inherently indicate broader industry trends without further context on the 'third party' buyer or the motivations behind the sale.
Stakeholder Impact
- Shareholders of European Lithium Limited: The company received $33,750,000 in cash, which could be used for operations, debt reduction, or future investments.
- Shareholders of Critical Metals Corp.: A significant block of shares changed hands, potentially impacting market liquidity or the perception of European Lithium's long-term commitment, though European Lithium remains a major shareholder.
Key Dates
| Date | Description |
|---|---|
| October 24, 2022 | Date of the original Agreement and Plan of Merger. |
| January 4, 2023 | Date of an amendment to the Merger Agreement. |
| July 7, 2023 | Date of an amendment to the Merger Agreement. |
| November 17, 2023 | Date of an amendment to the Merger Agreement. |
| December 27, 2023 | Issuer's Registration Statement on Form F-4 declared effective. |
| February 15, 2024 | F-4 supplemented. |
| February 27, 2024 | 66,416,641 Ordinary Shares acquired from the Issuer in connection with the Business Combination. |
| March 5, 2024 | Original Schedule 13D filed by the Reporting Person. |
| December 13, 2024 | Amendment No. 1 to Schedule 13D filed. |
| July 1, 2025 | Amendment No. 2 to Schedule 13D filed. |
| October 8, 2025 | Amendment No. 3 to Schedule 13D filed. |
| October 14, 2025 | Amendment No. 4 to Schedule 13D filed. |
| October 21, 2025 | Amendment No. 5 to Schedule 13D filed. |
| January 23, 2026 | Amendment No. 6 to Schedule 13D filed. |
| February 3, 2026 | Date of event requiring this filing; Reporting Person entered into the Securities Purchase Agreement. |
| February 4, 2026 | Transactions contemplated by the Securities Purchase Agreement closed; basis for outstanding shares calculation. |
| February 5, 2026 | Date of signatures for Amendment No. 7. |
Keywords
Critical Metals Corp, European Lithium Limited, Schedule 13D, share sale, beneficial ownership, equity stake, securities purchase agreement, ordinary shares
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