SCHEDULE: European Lithium Sells Critical Metals Shares for $85.5M

European Lithium Limited has reduced its stake in Critical Metals Corp. by selling 5 million ordinary shares for approximately $85.5 million.

Summary

• European Lithium Limited, the reporting person, filed Amendment No. 6 to its Schedule 13D regarding its ownership in Critical Metals Corp.
• On January 21, 2026, European Lithium Limited agreed to sell 5,000,000 Ordinary Shares of Critical Metals Corp. under Rule 144.
• The sale generated aggregate gross proceeds of approximately $85.5 million for European Lithium Limited.
• Following this sale, European Lithium Limited beneficially owns 48,036,338 Ordinary Shares of Critical Metals Corp.
• This remaining stake represents 39.5% of the outstanding Ordinary Shares of Critical Metals Corp., calculated based on 121,674,807 shares issued and outstanding as of January 23, 2026.
• The beneficially owned shares do not include 3,389,419 Earnout Shares, which may be issued upon satisfaction of certain share price conditions over a five-year period following the Business Combination.
• The initial acquisition of 66,416,641 Ordinary Shares by European Lithium Limited occurred on February 27, 2024, as part of the Business Combination contemplated by the Merger Agreement.

Sentiment

Score: 5

Explanation: The filing is a factual report of a significant shareholder's transaction. While the sale generates substantial proceeds for European Lithium Limited, the reduction in a major shareholder's stake in Critical Metals Corp. could be viewed neutrally to slightly negatively by the market, depending on the perceived reasons for the sale. No operational or financial performance data for Critical Metals Corp. is provided to assess its current standing.

Positives

• European Lithium Limited realized significant gross proceeds of approximately $85.5 million from the sale of 5,000,000 Ordinary Shares.

Negatives

• European Lithium Limited's beneficial ownership in Critical Metals Corp. decreased from an initial 66,416,641 shares to 48,036,338 shares, reducing its percentage of the class to 39.5%.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding Critical Metals Corp.'s future operations or financial performance. It solely reports a transaction by a significant shareholder.

Management Comments

• Tony Sage, Executive Chairman of European Lithium Limited, and Melissa Chapman, Company Secretary of European Lithium Limited, signed the filing certifying the information.

Industry Context

This transaction reflects a significant shareholder, European Lithium Limited (a company focused on lithium projects), reducing its stake in Critical Metals Corp. (a company also involved in critical metals). Such divestments by strategic investors can occur for various reasons, including capital reallocation, profit-taking, or a shift in strategic focus, and are common in the dynamic critical minerals sector.

Stakeholder Impact

• Shareholders of Critical Metals Corp. will see a change in the ownership structure, with European Lithium Limited's stake decreasing to 39.5%.
• European Lithium Limited's financial position is enhanced by the $85.5 million in gross proceeds from the sale.

Key Dates

Recommendation

The filing details a significant block sale by a major shareholder, European Lithium Limited, reducing its stake in Critical Metals Corp. while generating substantial cash. This event alone does not provide sufficient information regarding Critical Metals Corp.'s operational performance, future prospects, or valuation to warrant a 'buy' or 'sell' recommendation. A 'hold' recommendation is appropriate to allow for further analysis of the company's fundamentals and the market's reaction to this ownership change, as a large shareholder reducing its position can sometimes signal caution, even if the seller's motives are purely financial.

Keywords

Critical Metals Corp, European Lithium Limited, Schedule 13D, share sale, beneficial ownership, SEC filing, Rule 144, strategic investment, lithium, mining