Critical Metals Clears Australian Court Hurdle For All-Share Takeover Of European Lithium
New Critical Metals shares are expected to start trading on Nasdaq on November 6, with European Lithium leaving the ASX that day.
The Supreme Court of Western Australia on Monday approved two interdependent schemes of arrangement that let Critical Metals, a mining exploration company focused on heavy rare earths and lithium, buy all of European Lithium's shares and listed options. The schemes are expected to take legal effect Tuesday, paid for in newly issued Critical Metals stock.
How the takeover gets done
The court orders follow votes in favor by European Lithium shareholders and option holders on October 22, 2026. One scheme covers the shareholders and the other the option holders, and the two depend on each other.
Consideration under each scheme is newly issued Critical Metals ordinary shares. The company said it intends to rely on the court's approval for an exemption from U.S. registration under section 3(a)(10) of the Securities Act of 1933.
Critical Metals signed the Scheme Implementation Deed, since amended, on May 18, 2026.
A rare earths company with no producing mine
Critical Metals has no producing mines. According to its annual report for the year ended June 30, 2026, it holds a 92.5% interest in the Tanbreez Project, a rare earth deposit in southern Greenland that has a mining exploitation license. It also owns the Wolfsberg Lithium Project in Austria and a 20% interest in two other Austrian lithium projects.
As of June 30, 2026, the company had 5 full-time employees, along with many contractors. At Monday's close its U.S.-listed shares traded at $6.38, for a market value of $942 million.
The calendar to November 6
The schemes become legally effective once an office copy of the court orders is lodged with the Australian Securities and Investments Commission. European Lithium expects to do that on October 27, with ASX trading in its shares and options suspended from that day's close.
The remaining dates, all in Perth time, indicative and subject to change:
- October 29: record date for entitlement to the scheme consideration.
- November 5: implementation date, when new Critical Metals shares are issued to European Lithium securityholders.
- November 6: new Critical Metals shares expected to begin trading on Nasdaq, and European Lithium to be removed from the ASX Official List.
If the timetable holds, European Lithium holders will have Critical Metals shares in hand on November 5 and see them trade on Nasdaq the next day.
Sources
- Form 6-K — schemes of arrangement under Australian law, comprising of a scheme between European Lithium and its shareholders (the " Share Scheme ") and a scheme between European Lithium and the holder — SEC EDGAR
- Critical Metals Corp. Acquisition of European Lithium Approved by Supreme Court of Western Australia | Morningstar — morningstar.com
- Critical Metals Corp. Acquisition of European Lithium — globenewswire.com
