European Lithium Amends Filing for Critical Metals Corp.

TL;DR

European Lithium updated its 13D filing for Critical Metals Corp. on Nov 25.

AI Summary

European Lithium Ltd. filed an amendment (No. 1) to its Schedule 13D on November 25, 2024, for Critical Metals Corp. The filing pertains to the Ordinary Shares of Critical Metals Corp. and was submitted by European Lithium Ltd., with Jason A. Rocha of White & Case LLP listed as the authorized contact.

Why It Matters

This amendment indicates a change or update in the ownership or control of Critical Metals Corp. by European Lithium Ltd., which could impact the company's strategic direction or market perception.

Risk Assessment

Risk Level: medium — Schedule 13D filings often signal significant changes in a company's ownership structure, which can introduce uncertainty and volatility.

Key Players & Entities

• European Lithium Ltd. (company) — Filing entity
• Critical Metals Corp. (company) — Subject company
• Jason A. Rocha (person) — Authorized contact
• White & Case LLP (company) — Legal counsel

FAQ

Key Financial Figures

• $0.001 — . (Name of Issuer) Ordinary Shares, $0.001 par value per share (Title of Class of
• $10 million — ary Shares having an aggregate value of $10 million. On November 25, 2024, the Reporting Pe

Filing Documents

• ea0224765-13da1euro_critical.htm (SC 13D/A) — 34KB
• 0001213900-24-108875.txt ( ) — 36KB

of the Schedule 13D is hereby amended and

Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following disclosure to Item 3: Purchase Agreement On November 21, 2024, the Reporting Person entered into that certain Amended and Restated Heads of Agreement (the “ Purchase Agreement ”) with Technology Metals PLC (“ TM1 ”), pursuant to which, upon the terms and conditions set forth therein, the Reporting Person agreed to acquire, and TM1 agreed to sell, 100% of the issued share capital of LRH Resources Limited, a wholly-owned subsidiary of TM1, that holds 100% of the rights, title and interest in the Leinster Lithium project in Ireland. In exchange for such acquisition, the Reporting Person agreed to transfer to TM1 Ordinary Shares having an aggregate value of $10 million. On November 25, 2024, the Reporting Person and TM1 consummated the transactions contemplated by the Purchase Agreement and, in connection therewith, the Reporting Person transferred 1,371,742 Ordinary Shares to TM1. In addition, in connection with such transaction, TM1 entered into a lock-up agreement with the Issuer pursuant to which TM1 agreed, among other things, that the Ordinary Shares held by TM1 may not be transferred until February 28, 2025, which is the date one year after the closing of the Business Combination. ITEM 4. Purpose of Transaction.

of the Schedule 13D is hereby amended to

Item 4 of the Schedule 13D is hereby amended to incorporate the amendments set forth in Item 3 to this Amendment No. 1 to Item 4. 3 ITEM 5. Interest in Securities of the Issuer.

of the Schedule 13D is hereby amended to

Item 5 of the Schedule 13D is hereby amended to incorporate the amendments set forth in Item 3 to this Amendment No. 1 to Item 5 and Items 5(a) – (e) of the Schedule 13D is hereby amended and restated as follows: (a) The aggregate amount of Ordinary Shares of the Issuer beneficially owned by the Reporting Person is comprised of 66,416,641 Ordinary Shares after giving effect to the transactions contemplated by the Purchase Agreement, which equates to 74.3% of the outstanding Ordinary Shares. See Item 3 above for a description of the Earnout Shares. The percentage of the class is calculated based on an aggregate of 89,389,621 Ordinary Shares issued and outstanding as of December 12, 2024. (b) European Lithium Limited (1) Sole Voting Power: 66,416,641 (2) Shared Voting Power: 0 (3) Sole Dispositive Power: 66,416,641 (4) Shared Dispositive Power: 0 (c) Except as described in this Schedule 13D, during the past 60 days none of the Reporting Persons or Covered Persons has effected any transactions in the Ordinary Shares. (d) Except as disclosed in this Schedule 13D, no other person is known to have the right to receive, or the power to direct the receipt of dividends from, the proceeds from the sale of the Ordinary Shares to which this Schedule 13D relates. (e) Not applicable. ITEM 6. Contracts, Arrangements, Understandings or Relationship with Respect to the Securities of the Issuer.

of the Schedule 13D is hereby amended to

Item 6 of the Schedule 13D is hereby amended to incorporate the amendments set forth in Item 3 to this Amendment No. 1 to Item 6. 4 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: December 13, 2024 EUROPEAN LITHIUM LIMITED (ACN 141 450 624) in accordance with the requirements of section 127 of the Corporations Act 2001 (Cth) By : /s/ Tony Sage Name : Tony Sage Title : Executive Chairman By : /s/ Melissa Chapman Name : Melissa Chapman Title : Company Secretary 5

View Full Filing

View this SC 13D/A filing on SEC EDGAR