CRML 6-K
Critical Metals Corp. (CRML)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2026
Commission File Number: 001-41973
Critical Metals Corp.
(Exact name of registrant as specified in its charter)
c/o Maples Corporate Services (BVI) Limited
Kingston Chambers, PO Box 173, Road Town
Tortola, British Virgin Islands
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
Amendment to Merger Agreement and Termination of Investors Agreement
As previously disclosed, on May 18, 2026, Critical Metals entered into a binding Scheme Implementation Deed under which Critical Metals will acquire all of the issued shares and listed options of European Lithium Ltd. (ASX: EUR) (“European Lithium”) by way of two interdependent schemes of arrangement under Australian law (the “Transaction”), as amended and restated from time to time (the “Scheme Implementation Deed”).
On September 28, 2026, Critical Metals and European Lithium entered into Amendment No. 4 (the “Merger Agreement Amendment”) to the Agreement and Plan of Merger, dated as of October 24, 2022, as previously amended (the “Merger Agreement”), pursuant to which Critical Metals’ obligation to issue up to 6,778,838 ordinary shares to European Lithium as earnout consideration under the Merger Agreement will be terminated. The Merger Agreement Amendment will become effective automatically upon the occurrence of the “Implementation Date” under the Scheme Implementation Deed and will automatically terminate if the Scheme Implementation Deed is terminated or the Implementation Date does not otherwise occur.
In addition, on September 28, 2026, Critical Metals and European Lithium also entered into a Termination Agreement (the “Termination Agreement”), which will terminate the Investors Agreement, dated as of February 27, 2024, by and between Critical Metals and European Lithium (the “Investors Agreement”). The Termination Agreement will become effective automatically upon the occurrence of the Implementation Date under the Scheme Implementation Deed and will automatically terminate if the Scheme Implementation Deed is terminated or the Implementation Date does not otherwise occur.
The above descriptions are not complete and are qualified in their entirety by the Merger Agreement Amendment and the Termination Agreement, copies of which are filed as Exhibit 99.1 and Exhibit 99.2, respectively, to this report on Form 6-K.
Michael C. Ryan
Michael C. Ryan, a director on Critical Metals’ Board of Directors, passed away on September 27, 2026. Mr. Ryan served as a member of the Board of Directors since February 2025. Critical Metals is greatly indebted to Mr. Ryan for his invaluable contributions to the company during his tenure and expresses its deepest condolences to Mr. Ryan’s family.
Settlement Agreement
On October 1, 2026, Critical Metals entered into an agreement with a financial advisor, which terminates the prior engagement arrangements with the advisor and provides for final payment obligations by Critical Metals to the advisor. Under the agreement, Critical Metals will pay the advisor $5,000,000 in cash and issue approximately 1.1 million ordinary shares. The ordinary shares will be issued in a private placement exempt from the registration requirements of the Securities Act of 1933, in reliance on the exemptions set forth in Section 4(a)(2) of the Securities Act. For additional information, please read Notes 16 and 34 to the financial statements of Critical Metals included in its most recent Annual Report on Form 20-F for the fiscal year ended June 30, 2026.Critical Metals is obligated under the agreement to file a registration statement for the resale of the ordinary shares issued to the advisor within 30 days following the agreement, and to use reasonable best efforts to cause the registration statement to become effective as soon as reasonably practicable, but no later than 120 days following the agreement.
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.
Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements for many reasons, including the factors discussed under the “Risk Factors” section in the Company’s Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission, as amended by Amendment No. 1 to the Company’s Annual Report on Form 20-F/A filed with the SEC. These forward-looking statements are based on information available as of the date hereof, and expectations, forecasts and assumptions as of the date hereof involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Incorporation by Reference
The information contained in this Form 6-K shall be deemed to be filed with the Securities and Exchange Commission and is hereby incorporated by reference into the Company’s registration statements on Form F-3 (File No. 333-296156), on Form F-3 (File No. 333-294406), Form F-3 (File No. 333-290973), Form F-3 (File No. 333-286326), Form F-3 (File No. 333-293656), Form F-3 (File No. 333-278400), Form S-8 (File No. 333-291195) and Form S-8 (File No. 333-280017) (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
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EXHIBIT INDEX
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Critical Metals Corp. | ||
| October 2, 2026 | By: | /s/ Tony Sage |
| Name: | Tony Sage | |
| Title: | Chief Executive Officer and Executive Chairman | |
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Exhibit 99.1
AMENDMENT NO. 4 TO MERGER AGREEMENT
This Amendment No. 4, dated as of September 28, 2026 (this “Amendment”), (i) is entered into by and among European Lithium Limited, an Australian Public Company limited by shares (“EUR”), and Critical Metals Corp., a BVI business company incorporated in the British Virgin Islands (“PubCo”), and (ii) amends the Agreement and Plan of Merger, dated as of October 24, 2022, by and among EUR, European Lithium AT (Investments) Limited (the “Company”), PubCo, Project Wolf Merger Sub Inc. (“Merger Sub”) and Sizzle Acquisition Corp. (“SPAC”), as amended by Amendment No. 1 thereto, dated as of January 4, 2023, Amendment No. 2 thereto, dated as of July 7, 2023 and Amendment No. 3 thereto, dated as of November 17, 2023 (as so amended, the “Merger Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement.
RECITALS
WHEREAS, EUR and PubCo desire to amend the Merger Agreement to terminate PubCo’s obligation to issue to EUR any First Level Contingent Share Consideration or Second Level Contingent Share Consideration (each as defined in the Merger Agreement) effective as of the “Implementation Date” (as defined in that certain Scheme Implementation Deed, dated as of May 18, 2026, as amended and restated from time to time, between PubCo and EUR (the “Scheme Implementation Deed”);
WHEREAS, pursuant to Section 12.13 of the Merger Agreement, the Merger Agreement may be amended at any time by execution of an instrument in writing signed on behalf of each of the Parties; and EUR and PubCo, as the surviving parties with continuing obligations under Section 3.2 of the Merger Agreement, are executing this Amendment for and on behalf of all Parties; and
WHEREAS, the transactions contemplated by the Merger Agreement were consummated on February 27, 2024 (the “Closing Date”), and at the Effective Time, Merger Sub merged with and into SPAC, with the separate corporate existence of Merger Sub ceasing and SPAC continuing as the Surviving Company and a direct, wholly-owned subsidiary of PubCo (now known as CM Sub Corp.), and given that neither the Surviving Company nor any predecessor entity thereto has any continuing obligations under Section 3.2 of the Merger Agreement, neither is a necessary party to this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, intending to be legally bound hereby, it is hereby agreed as follows:
| 1. | Amendment to Section 3.2. Section 3.2 of the Merger Agreement is hereby amended by adding the following new subsection (h) at the end thereof: |
“(h) Termination of Earnout Obligations. Notwithstanding anything to the contrary in this Section 3.2 or elsewhere in this Agreement, effective as of the Implementation Date (as defined in the Scheme Implementation Deed), (i) PubCo’s obligation to issue to EUR any First Level Contingent Share Consideration or Second Level Contingent Share Consideration shall automatically terminate and be of no further force or effect, (ii) EUR shall have no further right to receive any First Level Contingent Share Consideration or Second Level Contingent Share Consideration, whether or not any Earnout Milestone Price has been or may thereafter be achieved, and (iii) the Earnout Period shall be deemed to have expired as of the Implementation Date for all purposes of this Agreement. For the avoidance of doubt, neither the First Earnout Milestone Price nor the Second Earnout Milestone Price has been met, and neither First Level Contingent Share Consideration nor Second Level Contingent Share Consideration has been issued or is due, prior to the Implementation Date.”
| 2. | Conditionality; Automatic Termination. This Amendment is subject to, and conditional upon, the occurrence of the Implementation Date. If the Scheme Implementation Deed is terminated in accordance with its terms or the Implementation Date does not occur, this Amendment shall automatically terminate and be null and void ab initio, without any further action by, or any liability on the part of, EUR or PubCo, and Section 3.2 of the Merger Agreement shall continue in full force and effect as in effect immediately prior to the date hereof as if this Amendment had never been entered into. |
| 3. | Confirmation of Other Provisions. Except as expressly modified or amended herein, all other terms and provisions of the Merger Agreement (including as amended by Amendment Nos. 1 through 3 thereto) remain unchanged and shall continue in full force and effect. This Amendment, together with the Merger Agreement and Amendment Nos. 1 through 3 thereto, constitute the full and entire understanding and agreement among EUR and PubCo with regard to the subject matter hereof and thereof. |
| 4. | Necessary Parties; Successor-in-Interest. EUR and PubCo are the only parties with rights and obligations under Section 3.2 of the Merger Agreement, and accordingly are the only necessary parties to this Amendment. PubCo executes this Amendment in its own capacity and, to the extent required by Section 12.13 of the Merger Agreement, as successor-in-interest to the merged enterprise (comprising the Surviving Company and its predecessors) for all purposes of the Merger Agreement. |
| 5. | Incorporation by Reference. Each of Section 12.2 (Interpretation), Section 12.3 (Counterparts; Electronic Delivery), Section 12.6 (Severability), Section 12.8 (Governing Law), Section 12.9 (Consent to Jurisdiction; Waiver of Jury Trial), Section 12.10 (Rules of Construction), Section 12.12 (Assignment) and Section 12.14 (Extension; Waiver) of the Merger Agreement are hereby incorporated by reference, mutatis mutandis. |
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4 to be duly executed as of the date first written above.
| EUR | ||||
| EXECUTED by EUROPEAN LITHIUM LIMITED (ACN 141 450 624) in accordance with the requirements of section 127 of the Corporations Act 2001 (Cth) by: | ||||
| By: | /s/ Tony Sage | /s/ Melissa Chapman | ||
| Name: | Tony Sage | Melissa Chapman | ||
| Title: | Executive Chairman | Company Secretary | ||
|
| PUBCO | |
| CRITICAL METALS CORP. | ||
| By: | /s/ Michael Hanson | |
| Name: | Michael Hanson | |
| Title: | Director / Head of Special Committee | |
[Signature Page to Amendment No. 4 to Merger Agreement]
Exhibit 99.2
TERMINATION AGREEMENT
This Termination Agreement, dated as of September 28, 2026 (this “Termination Agreement”), (i) is entered into by and among European Lithium Limited, an Australian Public Company limited by shares (“EUR”), and Critical Metals Corp., a BVI business company incorporated in the British Virgin Islands (“PubCo”), and (ii) terminates that certain Investors Agreement, dated as of February 27, 2024, by and among EUR and PubCo (the “Investors Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Investors Agreement.
RECITALS
WHEREAS, EUR and PubCo desire to terminate the Investors Agreement in its entirety, effective as of the “Implementation Date” (as defined in that certain Scheme Implementation Deed, dated as of May 18, 2026, as amended and restated from time to time, between PubCo and EUR (the “Scheme Implementation Deed”);
WHEREAS, pursuant to Section 5.01 of the Investors Agreement, the Investors Agreement may be terminated at any time upon the mutual written agreement of each of the Parties; and EUR and PubCo, as the sole parties to the Investors Agreement, are executing this Termination Agreement; and
WHEREAS, each of EUR and PubCo acknowledges that, as of the date hereof, neither party is aware of any breach of the Investors Agreement by the other party, and no claims, demands or proceedings are pending or threatened by either party against the other arising out of or relating to the Investors Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, intending to be legally bound hereby, it is hereby agreed as follows:
| 1. | Termination of the Investors Agreement. Effective as of the Implementation Date (as defined in the Scheme Implementation Deed), the Investors Agreement shall terminate in its entirety and be void and of no further force or effect, and all rights and obligations of the Parties shall terminate without any further liability with respect to either Party. |
| 2. | Conditionality; Automatic Termination. This Termination Agreement is subject to, and conditional upon, the occurrence of the Implementation Date. If the Scheme Implementation Deed is terminated in accordance with its terms or the Implementation Date does not occur, this Termination Agreement shall automatically terminate and be null and void ab initio, without any further action by, or any liability on the part of, EUR or PubCo, and the Investors Agreement shall continue in full force and effect as in effect immediately prior to the date hereof as if this Termination Agreement had never been entered into. |
| 3. | Incorporation by Reference. Article VI of the Investors Agreement is hereby incorporated by reference, mutatis mutandis. |
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Termination Agreement to be duly executed as of the date first written above.
| EUR | ||
| EXECUTED by EUROPEAN LITHIUM LIMITED (ACN 141 450 624) in accordance with the requirements of section 127 of the Corporations Act 2001 (Cth) by: | ||
| By: | /s/ Tony Sage | |
| Name: | Tony Sage | |
| Title: | Executive Chairman | |
| By: | /s/ Melissa Chapman | |
| Name: | Melissa Chapman | |
| Title: | Company Secretary | |
| PUBCO | ||
| CRITICAL METALS CORP. | ||
| By: | /s/ Michael Hanson | |
| Name: | Michael Hanson | |
| Title: | Director / Head of Special Committee | |
[Signature Page to Termination of Investors Agreement]