Scheme Q&A

European Lithium Limited Schemes of Arrangement – Frequently Asked Questions

Important notice: This information is provided by Critical Metals Corp. (CRML) for former securityholders of European Lithium Limited (EUR) following implementation of the Schemes. It is general information only and is not financial product advice or tax advice. It does not take into account your investment objectives, financial situation or particular needs, and you should seek your own professional advice. This information is a summary only. If there is any inconsistency between this information and the scheme booklet released by EUR to ASX on 15 September 2026 (Scheme Booklet) or the terms of the Schemes, the Scheme Booklet and the Schemes prevail. Capitalised terms not defined in this document have the meaning given to them in the Scheme Booklet.

1. What is a DRS Statement and why has this been delivered to me?

A DRS (Direct Registration System) Statement is a statement mailed to you by CRML’s Registry, Continental Stock Transfer & Trust Company (Continental Stock) evidencing the registration and ownership of your New CRML Shares, which you were entitled to receive in exchange for your EUR Shares or EUR Options under the schemes of arrangement (Schemes). The CRML Shares are held in book-entry form meaning that no physical share certificate is issued. See FAQ #14 below.
DRS Statements will be mailed from the United States to your registered address as recorded on the EUR Register as at the Record Date within 3 business days from the Implementation Date (which is 5 November 2026). If you have provided your email address and elected to receive an electronic DRS Statement through the EUR Register election system, you should receive your DRS Statement by email to that address.
Please note that you will not be able to trade your New CRML Shares before receiving your DRS Statement. You will also need a stockbroker who can accept transfers of shares represented by a DRS Statement and who is able to execute trades on NASDAQ through DTCC (Depository Trust & Clearing Corporation). See FAQ #2 below.

2. How can I trade my New CRML Shares on NASDAQ?

To trade your New CRML Shares, you will need to instruct a stockbroker who is able to execute trades on NASDAQ through DTCC and who can accept transfers of shares represented by a DRS Statement. Not all Australian stockbrokers offer these services, so you should confirm this with your stockbroker before giving instructions. Please note that you will not be able to trade your New CRML Shares before receiving the DRS Statement. Once received, you can provide a copy of your statement to your stockbroker to initiate the transfer through DTCC via the Direct Registration System. This is a systematic process which takes approximately 24-48hrs from initiation to receipt of the shares by your stockbroker, although timing may vary depending on your stockbroker and processing requirements.
Please instruct your stockbroker to contact Continental Stock’s Shareholder Services Department at cstmail@continentalstock.com or at +1 212 509 5586 (from outside the United States) or 1 800 509 5586 (toll free from within the United States) with any questions and/or follow-ups. Please note that phone lines are open Monday through Friday from 8:00am to 6:00pm US Eastern Time (being 9:00pm to 7:00am AWST).

3. Who is Continental Stock?

Continental Stock is the transfer agent and registrar of CRML Shares. In its role as such, it manages the official ownership records of CRML’s common stock, processes stock transfers, and may assist with other corporate actions such as mergers and stock splits. As part of its recordkeeping functions, Continental Stock keeps records of who owns CRML Shares in book-entry form (and in what amount), and is responsible to reflect changes in ownership when CRML Shares are bought and sold.

4. Why did I not receive a DRS Statement even though I was a holder of EUR Shares and/or EUR Options?

All EUR Shareholders and EUR Optionholders registered on the EUR Register as of 4:00pm (AWST) or 7:00pm (AEDT) on Thursday, 29 October 2026 (Record Date) (other than Excluded Shareholders and Excluded Optionholders) were entitled to receive their applicable Scheme Consideration in the form of New CRML Shares, except for Ineligible Holders, Small Holders and Electing Holders, who will instead receive cash proceeds under the Sale Facility.
- If you were a registered holder on the Record Date (including where your holding was sponsored by your broker on CHESS) and you are not an Ineligible Holder, Small Holder or Electing Holder, a DRS Statement will be mailed to your registered postal address or emailed to your registered email address. If you have not received your DRS Statement, please contact Continental Stock’s Shareholder Services Department at cstmail@continentalstock.com or at +1 212 509 5586 (from outside the United States) or 1 800 509 5586 (toll free from within the United States).
- If you are an Ineligible Holder, a Small Holder or an Electing Holder, you did not receive a DRS Statement because you will instead receive cash proceeds under the Sale Facility. See FAQ #10 and FAQ #14.
- For certain beneficial owners of EUR Shares and/or EUR Options who held their EUR Shares and/or EUR Options through nominees or brokers and not directly as a registered holder, the New CRML Shares were issued to that broker, custodian, nominee or trustee, and the DRS Statement was sent to them. In that case, you should contact your broker, custodian, nominee or trustee in relation to your New CRML Shares, including if you wish to arrange a trade on your New CRML Shares.

5. Why did I receive fewer New CRML Shares than the number of EUR Shares and/or EUR Options I held?

Under the terms of the Share Scheme, EUR Shareholders received the Share Scheme Consideration, being 0.045 New CRML Shares for each EUR Share held at the Record Date (the Share Scheme Transaction Ratio).
The Share Scheme Transaction Ratio was determined by reference to the Scheme VWAP and could range from the Minimum Share Scheme Transaction Ratio of 0.025 to the Maximum Share Scheme Transaction Ratio of 0.045 New CRML Shares for each EUR Share.
The Share Scheme Transaction Ratio is small because, among other things, CRML Shares trade at a higher per share price than EUR Shares. As announced by EUR to ASX on 21 October 2026, because the Scheme VWAP was at or below the Floor Price of US$8.00, the Share Scheme Transaction Ratio was set at the Maximum Share Scheme Transaction Ratio of 0.045 New CRML Shares for each EUR Share (subject to rounding).
The Share Scheme Transaction Ratio reflects the relative value of EUR and CRML agreed between them under the Scheme Implementation Deed. It does not mean that the value of your holding has reduced in the same proportion as the number of shares you hold. To calculate the number of New CRML Shares you were entitled to receive, multiply the number of EUR Shares you held on the Record Date by 0.045. Fractional entitlements of 0.5 or more were rounded up, and fractional entitlements of less than 0.5 were rounded down, to the nearest whole number of New CRML Shares.
Under the terms of the Option Scheme, all EUR Options were exercised on a cashless basis and EUR Optionholders received the Option Scheme Consideration, being a number of New CRML Shares for each EUR Option held on the Record Date calculated in accordance with the Cashless Exercise Formula set out in the Scheme Booklet, by reference to the Share Scheme Transaction Ratio, the Scheme VWAP of US$7.25 and the exercise price of A$0.10 per EUR Option converted into USD at the Exchange Rate. As announced on 28 October 2026, EUR Optionholders received 0.0353158621 New CRML Shares for each EUR Option held on the Record Date (subject to the rounding described above).

6. What is a scheme of arrangement and who was entitled to participate in the Schemes?

A scheme of arrangement is a statutory procedure under Part 5.1 of the Corporations Act 2001 (Cth) that is commonly used to enable one company to acquire or merge with another. It requires a vote by certain majorities of EUR Securityholders at the relevant Scheme Meetings, as well as approval by the Supreme Court of Western Australia (Court).
The Share Scheme is a members’ scheme of arrangement pursuant to which EUR asked the EUR Shareholders to consider and vote on the proposal that CRML will acquire all of the EUR Shares held by EUR Shareholders as at the Record Date in exchange for the Share Scheme Consideration.
The Option Scheme is a creditors’ scheme of arrangement pursuant to which EUR asked the EUR Optionholders to consider and vote on the proposal that all of the EUR Options held by EUR Optionholders as at the Record Date will be exercised and the EUR Shares issued on exercise transferred to CRML, in exchange for the Option Scheme Consideration.
EUR Shareholders and EUR Optionholders (other than Excluded Shareholders and Excluded Optionholders) as at the Record Date were entitled to participate in the Share Scheme and Option Scheme (as applicable).
The Share Scheme Meeting and the Option Scheme Meeting were held on Thursday, 22 October 2026, and the Court approved the Schemes at the Second Court Hearing held on 26 October 2026. The Schemes became Effective on 27 October 2026. On 5 November 2026, being the Implementation Date, CRML acquired full ownership of EUR and in return, EUR Shareholders and EUR Optionholders (other than Ineligible Holders, Small Holders and Electing Holders) were issued New CRML Shares.
Please note that even if you did not vote or voted against the Share Scheme or the Option Scheme, you would have received New CRML Shares as Scheme Consideration (unless you are an Ineligible Holder, Small Holder or Electing Holder, in which case you will receive cash proceeds under the Sale Facility). See FAQ #10 below.

7. What was the approval threshold for the Share Scheme and Option Scheme and what was the outcome of each meeting?

For the Share Scheme to be approved by EUR Shareholders, votes in favour of the Share Scheme were required to be received from:
- a majority in number (more than 50%) of EUR Shareholders present and voting at the Share Scheme Meeting (in person, by proxy, by attorney or, in the case of a corporate EUR Shareholder, by corporate representative); and
- EUR Shareholders who together held at least 75% of the total number of votes cast on the Share Scheme Resolution.
For the Option Scheme to be approved by EUR Optionholders, votes in favour of the Option Scheme were required to be received from:
- a majority in number (more than 50%) of EUR Optionholders present and voting at the Option Scheme Meeting (in person, by proxy, by attorney or, in the case of a corporate EUR Optionholder, by corporate representative); and
- EUR Optionholders who together held at least 75% of the total number of votes cast on the Option Scheme Resolution.
Each of the Share Scheme Resolution and the Option Scheme Resolution was passed by the Requisite Majorities at the relevant Scheme Meeting held on 22 October 2026. The Share Scheme Resolution was approved by 99.96% of the votes cast and by 97.22% of EUR Shareholders present and voting. The Option Scheme Resolution was approved by 100% of the votes cast and by 100% of EUR Optionholders present and voting. The Court subsequently approved the Schemes at the Second Court Hearing held on 26 October 2026, and the Schemes became Effective on 27 October 2026.

8. If I held EUR Options prior to the Implementation Date, can I exercise my options now?

No. Holders of EUR Options were entitled to exercise their EUR Options at any time prior to 5:00pm (AWST) on Wednesday, 28 October 2026. Any EUR Optionholder who exercised their EUR Options prior to that time would have been issued EUR Shares and were eligible to participate in the Share Scheme (provided those EUR Shares were still held at the Record Date).

9. Can I sell EUR Shares and/or EUR Options now?

No. On the Implementation Date, all EUR Shares (including Resulting EUR Shares issued on exercise of the EUR Options under the Option Scheme) were transferred to CRML, and EUR will be removed from the Official List of ASX on 6 November 2026.

10. What is the Sale Facility?

The Sale Facility is a mechanism under which the Sale Agent, Canaccord Genuity (Australia) Limited (Canaccord), facilitates the sale of New CRML Shares that otherwise would have been issued as consideration in the Schemes to Ineligible Shareholders and Ineligible Optionholders, Small Shareholders and Small Optionholders, and Electing Shareholders and Electing Optionholders.
Canaccord, acting on behalf of CRML and for the benefit of Ineligible Holders, Small Holders, and Electing Holders will, as soon as reasonably practicable and in any event not more than 25 Business Days after the Implementation Date (being Thursday, 5 November 2026), sell all of the relevant New CRML Shares (including on an aggregated or partially aggregated basis) in the ordinary course of trading on NASDAQ at such price and in such manner as Canaccord reasonably determines in good faith.
The proceeds of such sale, net of any applicable brokerage, stamp duty and other selling costs, taxes and charges (Net Cash Proceeds), will then be transferred by Canaccord to CRML within 10 Business Days after the settlement of the sale of all relevant New CRML Shares on NASDAQ. CRML will in turn pay or cause to be paid, within 10 Business Days after receipt of the Net Cash Proceeds, to each applicable holder an amount in AUD equal to the proportion of the Net Cash Proceeds to which that holder is entitled, rounded down to the nearest cent.
The amount you receive will depend on the price at which the relevant New CRML Shares are sold, the costs of sale and the AUD/USD exchange rate at the time of conversion. You will bear all foreign exchange risk, and no interest will be paid on the Net Cash Proceeds. None of CRML, EUR or Canaccord gives any assurance as to the price that will be achieved under the Sale Facility, and the amount you receive may be more or less than the value of the New CRML Shares you would otherwise have received. Business Day has the meaning given in the Scheme Booklet and, where any action must be taken in relation to NASDAQ or CRML, means a day on which banks are open for general banking business in New York.

11. Who is an Ineligible Shareholder or Ineligible Optionholder and what will they receive under the Schemes?

An Ineligible Holder is an EUR Shareholder or EUR Optionholder (as applicable) whose registered address is a place other than Australia and its external territories, New Zealand and the United States of America, or who is acting on behalf of such a person, unless CRML determined that:
- it is lawful and not unduly onerous or unduly impracticable to issue that holder New CRML Shares; and
- it is lawful for that holder to participate in the Schemes pursuant to the law of the relevant place outside Australia and its external territories, New Zealand and the United States of America.
If you are an Ineligible Holder, you did not receive New CRML Shares as consideration. Instead, any New CRML Shares you would have otherwise been entitled to will be sold through the Sale Facility, and you will receive your pro rata share of the Net Cash Proceeds under that facility. See FAQ #10 above and FAQ #14 below.

12. Who is a Small Shareholder or Small Optionholder and what will they receive under the Schemes?

A Small Holder is an EUR Shareholder or EUR Optionholder (other than an Ineligible Holder) who, based on their holding of EUR Shares or EUR Options on the Record Date, would have been entitled to receive less than 35 New CRML Shares. This applies to EUR Shareholders who held 777 or fewer EUR Shares, and EUR Optionholders who held 991 or fewer EUR Options, on the Record Date.
If you are a Small Holder, you did not receive New CRML Shares as consideration. Instead, any New CRML Shares you would have otherwise been entitled to will be sold through the Sale Facility, and you will receive your pro rata share of the Net Cash Proceeds under that facility. See FAQ #10 above and FAQ #14 below.

13. Who is an Electing Shareholder or Electing Optionholder and what will they receive under the Schemes?

An Eligible Electing Shareholder or Eligible Electing Optionholder is an EUR Shareholder or EUR Optionholder (as applicable), other than an Excluded Shareholder, Excluded Optionholder, Ineligible Holder or Small Holder, who held equal to or less than 50,000 EUR Shares or EUR Options, respectively, on the Record Date. Eligible Electing Holders were entitled to make an election to participate in the Sale Facility by returning an Opt-in Form to the EUR Registry by 3:00pm (AWST) or 6:00pm (AEDT) on Tuesday, 27 October 2026.
If you are an Electing Holder, you did not receive New CRML Shares as your Scheme Consideration. Instead, any New CRML Shares you would have otherwise been entitled to will be sold through the Sale Facility, and you will receive your pro rata share of the Net Cash Proceeds under that facility. See FAQ #10 above and FAQ #14 below.

14. When will I receive the Scheme Consideration?

The New CRML Shares were issued on Thursday, 5 November 2026 to each EUR Shareholder and EUR Optionholder recorded in the EUR Register as at the Record Date (other than Excluded Shareholders and Excluded Optionholders) (except to Ineligible Shareholders and Ineligible Optionholders, Small Shareholders and Small Optionholders, and Electing Shareholders and Electing Optionholders as explained above).
The New CRML Shares were issued directly on the CRML Register maintained in the United States by Continental Stock, held in book entry form (i.e. uncertificated). The CRML Registry will dispatch DRS Statements evidencing the ownership of New CRML Shares to EUR Shareholders and EUR Optionholders (see FAQ #1 above). EUR Securityholders who have included their email address in the EUR Register as of the Record Date and have opted to receive their DRS Statements through the election system set forth therein should receive an electronic copy of the DRS Statement.
Ineligible Shareholders and Ineligible Optionholders, Small Shareholders and Small Optionholders, and Electing Shareholders and Electing Optionholders did not receive New CRML Shares and will instead be paid their share of the Net Cash Proceeds in AUD, at CRML’s discretion, either by direct credit to the bank account nominated to the EUR Registry by the Record Date or by cheque sent to their registered address.
EUR Securityholders with a registered address in New Zealand, Papua New Guinea or Botswana who did not nominate a valid bank account by the Record Date will have their payment withheld until valid account details are provided. See FAQ #10 above.

15. Will I be able to trade my New CRML Shares on the ASX?

No. The New CRML Shares are listed and quoted only on NASDAQ and are traded in US dollars. CRML is not listed on ASX, and the New CRML Shares cannot be traded on ASX.

16. How do I update my details or replace a lost DRS Statement?

Your New CRML Shares are recorded on the CRML Register maintained by Continental Stock. To update your address, email or other details, or to request a replacement DRS Statement, please contact Continental Stock’s Shareholder Services Department at cstmail@continentalstock.com or on +1 212 509 5586 (from outside the United States) or 1 800 509 5586 (toll free from within the United States). The EUR Registry (Computershare) is not able to update details in relation to your New CRML Shares.

17. Where can I find more information?

For questions in relation to the Schemes, contact the EUR Information Line between 8:00am and 5:00pm (AEDT) Monday to Friday (excluding national public holidays in Australia):
- Within Australia: 1300 630 625
- Outside Australia: +61 2 9000 7014
For questions in relation to your New CRML Shares, including your DRS Statement or transferring your New CRML Shares to a stockbroker, contact Continental Stock’s Shareholder Services Department at cstmail@continentalstock.com or at +1 212 509 5586 (from outside the United States) or 1 800 509 5586 (toll free from within the United States). Please note that phone lines are open Monday through Friday from 8:00am to 6:00pm US Eastern Time (being 9:00pm to 7:00am AWST).
For additional responses to frequently asked questions, please refer to Section 2 of the Scheme Booklet.