On October 2, 2026, Critical Metals Corp. submitted a Form 6-K to the SEC revealing Amendment No. 4 to its merger agreement with European Lithium Ltd., termination of the Investors Agreement, a financial advisor settlement, and the death of a board member.
Key Highlights
- Earnout shares removed: Amendment No. 4 cancels Critical Metals’ duty to issue up to 6,778,838 ordinary shares to European Lithium as earnout consideration.
- Investors Agreement termination: A Termination Agreement dated September 28, 2026 will conclude the Investors Agreement from February 27, 2024, subject to the Implementation Date under the Scheme Implementation Deed.
- Financial advisor settlement: On October 1, 2026, Critical Metals agreed to a $5,000,000 cash payment plus issuance of about 1.1 million ordinary shares to settle prior arrangements with a financial advisor.
- Private placement exemption: The roughly 1.1 million shares issued to the advisor will be through a private placement under Section 4(a)(2) of the Securities Act of 1933.
- Registration filing requirement: Critical Metals must file a resale registration statement within 30 days and use reasonable best efforts to have it effective within 120 days of the agreement.
- Board director’s death: Michael C. Ryan, serving on the board since February 2025, passed away on September 27, 2026.
Critical Metals Reveals Merger Amendment, Advisor Settlement, and Board Member Passing
Critical Metals Corp.
(NASDAQ:CRML)
announced on September 28, 2026, the execution of Amendment No. 4 to its Merger Agreement with European Lithium Ltd.
(ASX:EUR)
, originally signed on October 24, 2022, and previously amended. This latest amendment removes Critical Metals’ obligation to issue up to 6,778,838 ordinary shares to European Lithium as earnout consideration. Both this amendment and the associated Termination Agreement depend on the “Implementation Date” under the Scheme Implementation Deed and will automatically terminate if that date is not met or if the Scheme Implementation Deed is terminated.
The filing further details that on October 1, 2026, Critical Metals settled with an unnamed financial advisor, ending prior engagement terms with a $5,000,000 cash payment and issuance of approximately 1.1 million ordinary shares through a private placement. The company is required to file a resale registration statement within 30 days and to employ “reasonable best efforts” to have it effective no later than 120 days after the agreement. Additional information can be found in Notes 16 and 34 of Critical Metals’ latest Annual Report on Form 20-F for the fiscal year ending June 30, 2026.
The report also announces the passing of board director Michael C. Ryan on September 27, 2026, who had been on the board since February 2025. Critical Metals expressed deep gratitude for Mr. Ryan’s significant contributions and extended condolences to his family. The filing includes forward-looking statements subject to risks and uncertainties that may cause actual outcomes to differ materially.
Summary of Disclosures
Critical Metals filed a Form 6-K outlining an amendment to its merger agreement removing up to 6,778,838 earnout shares, termination of the Investors Agreement with European Lithium, a $5 million cash plus roughly 1.1 million share settlement with a financial advisor, and the death of director Michael C. Ryan.
