European Lithium Holders Back Critical Metals Takeover With 99.96% Of Votes Cast
Optionholders voted 100% in favor, leaving a Western Australia court hearing on October 26 as the next step.
European Lithium shareholders cast 99.96% of their votes for Critical Metals' takeover of the Australian company on Thursday, clearing the securityholder-approval conditions for the deal, the company said in a filing with the SEC. Critical Metals, a mining exploration company focused on heavy rare earths and lithium, still needs a court's sign-off.
Votes in West Leederville
The meetings were held Thursday in West Leederville, Western Australia. Of the shareholders present and voting, 97.22% backed the Share Scheme, and shareholders also approved the related party resolutions at the general meeting.
Holders of European Lithium's listed options approved the Option Scheme with 100% of votes cast and 100% of optionholders present and voting. The two schemes of arrangement under Australian law are interdependent.
They rest on a Scheme Implementation Deed Critical Metals signed on May 18, 2026, as amended, under which it would buy all of European Lithium's issued shares and listed options.
The maximum exchange ratio
Under the share scheme terms, European Lithium shareholders would receive 0.045 new Critical Metals shares for each European Lithium share. That is the maximum ratio, because the 20-day volume weighted average price was at or below the US$8.00 floor. The formula's ceiling price is US$16.00.
CRML closed at US$6.19 on Thursday, down 6.78%, for a market value of about $917 million.
Court hearing and Nasdaq debut
The schemes remain subject to approval by the Supreme Court of Western Australia at a second court hearing scheduled for October 26, 2026. Implementation is expected on November 5, 2026, the company said.
Critical Metals has no producing mines. It holds a 92.5% interest in the Tanbreez rare earth project in southern Greenland and owns the Wolfsberg Lithium Project in Austria.
European Lithium expects to announce the final Option Scheme consideration on or around October 28, and new Critical Metals shares are expected to begin trading on Nasdaq on November 6, according to the companies' releases.
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. Merger with European Lithium Approved by European Lithium Securityholders | Nasdaq — nasdaq.com
- Critical Metals Corp. Announces Share Scheme Transaction Ratio for Acquisition of European Lithium | Nasdaq — nasdaq.com
- Critical Metals Corp. Announces Share Scheme Transaction Ratio for Acquisition of European Lithium — Yahoo Finance
- Critical Metals Corp. Announces Share Scheme Transaction — globenewswire.com
- Critical Metals Corp. Merger with European Lithium Approved — globenewswire.com
