Western Australia Court Approves Critical Metals’ Acquisition of 100% of European Lithium Shares and Options
Key Facts
The Supreme Court of Western Australia approved the two schemes of arrangement paving the way for Critical Metals Corp to acquire European Lithium on 26 October 2026, according to a company announcement carried through ASX. The deal includes a scheme for European Lithium shares and another for its listed options, and targets the transfer of 100% of the shares and all options to Critical Metals. Consideration will be paid through the issue of new ordinary shares in the acquiring company, rather than a direct cash payment to most securityholders, according to Critical Metals’ announcement. The ruling constitutes court approval of the two schemes, while their effectiveness and implementation remained subject to the subsequent steps and dates announced. The vote had shown broad support from shareholders and optionholders, but the independent expert’s assessment added a reservation about the fairness of the share scheme.
The court had ordered on 15 September 2026 that meetings of shareholders and optionholders be held to consider the schemes, and authorized the transaction booklet to be sent to them. On 22 October, 99.96% of votes cast and 97.22% of shareholders present and voting supported the share scheme, according to voting results announced by Critical Metals. The option scheme received approval from 100% of votes cast and 100% of optionholders present and voting. The booklet distinguishes between the assessments of the two schemes: the independent expert concluded that the share scheme was "not fair but reasonable," while finding the option scheme "fair and reasonable." The independent board committee recommended that securityholders vote in favor of the deal in the absence of a superior proposal, citing its view that the share scheme was in shareholders’ interests despite describing it as not fair.
The independent committee said the deal would allow European Lithium shareholders to retain exposure to critical minerals assets through ownership of a larger, better-funded and more diversified group. European Lithium already owns 45,536,338 shares in Critical Metals, or about 31% of its voting shares, according to the scheme booklet issued in September 2026. This means the target company held an existing stake in the acquiring company before completion of the proposed arrangement. After the deal, the assets brought together under Critical Metals will include the Wolfsberg lithium project in Austria and the Tanbreez rare earth project in southern Greenland. Critical Metals describes Tanbreez as one of the world’s largest rare earth deposits. Under this structure, the deal exchanges European Lithium shares and options for new Critical Metals shares, with actual implementation still contingent on completion of the required procedures.
According to the timetable Critical Metals announced before the court hearing, the schemes were expected to become effective on 27 October 2026, after the court order was lodged with the Australian Securities and Investments Commission. Trading in European Lithium shares and options on ASX was also scheduled to be suspended at the close of trading that day. The indicative timetable set 29 October as the record date, followed by 5 November as the expected date for implementation of the schemes and delivery of consideration to eligible holders. The company expected trading in the new Critical Metals shares on Nasdaq to begin on 6 November. The company said the dates were indicative and subject to change, so court approval remained one step in the transaction process through implementation and delivery of the shares.
In the market, Critical Metals, listed under the ticker CRML, closed at $6.36 on 23 October 2026, according to EL7 data. The close came before the announcement of court approval on 26 October and does not include the daily trading range. The announced consideration for the deal was new shares in Critical Metals, meaning its implementation will add shares to the acquiring company. The next milestone on the announced timetable was the schemes’ expected effective date of 27 October, followed by the record date, implementation and commencement of trading in late October and November.