Court approves Critical Metals’ acquisition of 100% of European Lithium
Key Facts
The Supreme Court of Western Australia approved Critical Metals Corp’s schemes to acquire European Lithium on October 26, 2026, according to a company statement, bringing the deal closer to implementation without making it legally effective yet. The decision followed votes by shareholders and optionholders in favor of the schemes on October 22. The transaction targets all of European Lithium’s issued capital and all its listed options through two separate court-approved schemes: one for shareholders and the other for optionholders. Critical Metals said the schemes would take effect only after an official copy of the court orders was lodged with the Australian Securities and Investments Commission. The company expected to make that filing on October 27, so completion of the step remained a condition when court approval was announced.
A total of 99.96% of votes cast by European Lithium shareholders supported the share scheme, while 100% of optionholder votes backed the option scheme, according to Critical Metals’ filing with the U.S. Securities and Exchange Commission. The results reflected broad support for the deal in the two separate votes held before the court’s decision. Under the schemes, Critical Metals will pay the consideration by issuing new ordinary shares rather than cash. Eligible shareholders and optionholders will therefore receive securities in the acquiring company under the terms of the schemes. The mechanism ties completion of the acquisition to the issuance of the new shares to beneficiaries, according to the company’s announced timetable.
The announced timetable set October 29, 2026, as the record date for determining eligibility for the scheme consideration. The transaction is expected to be implemented and new Critical Metals shares issued to European Lithium securityholders on November 5. The new shares are then expected to begin trading on Nasdaq on November 6, alongside European Lithium’s removal from the official list of the ASX. The company said these dates are in Perth time, indicative and subject to change. The scheme booklet also set October 27 as the expected last day of trading in European Lithium shares and options on the ASX, with trading to be suspended at market close on the effective date. These milestones remain subject to completion of the filing and the announced procedures.
The exchange ratio changed in August from a fixed ratio to a range that varies according to Critical Metals’ volume-weighted average share price. According to the company’s filing, the previous ratio was 0.035 new Critical Metals shares for each European Lithium share. The revised arrangement sets the ratio between 0.025 and 0.045 shares, based on a minimum reference price of US$8.00 and a maximum of US$16.00. The range determines how many shares eligible shareholders receive based on the reference price during the exchange calculation period. European Lithium’s board described the deal as an opportunity to deliver value to shareholders while retaining exposure to potential growth within a larger, more diversified group. The board said negotiations increased the consideration compared with the initial terms, while the independent expert’s opinion in the scheme booklet concluded that the share scheme “is not fair but reasonable” and considered it to be in shareholders’ interests in the absence of a better offer.
Part of the deal’s significance is tied to the Wolfsberg lithium project in Austria, one of the assets Critical Metals identifies as part of its critical minerals business. The company said the project is in Carinthia, 270 kilometers south of Vienna. The definitive feasibility study reports a mineral reserve of 11.48 million tonnes and an assumed mine life of 14.6 years. It also estimates average proposed mine production of 780,000 tonnes a year, with a peak of 840,000 tonnes a year. The project envisions two linked operations: mining and processing ore to produce spodumene concentrate, then converting it into battery-grade lithium hydroxide monohydrate. On environmental approvals, Critical Metals’ annual report said a decision was issued in Carinthia on December 2, 2024, finding that an environmental impact assessment procedure was not required for the project. Third parties appealed in 2025, and the matter was referred to the Federal Administrative Court, where it remained pending at the time of the report.
CRML shares closed at $6.38 on October 26, 2026, according to EL7 data. The price came on the day the court announced its approval of the two schemes, while the closing price alone does not measure the session’s direction or trading range. The next step in the transaction is completion of the expected filing with the Australian regulator, followed by the record date on October 29. The announced timetable then calls for implementation and share issuance on November 5, before the expected start of Nasdaq trading and European Lithium’s removal from the ASX list the following day. The company said future dates are indicative and may change.