Critical Metals’ Acquisition of European Lithium Takes Effect Ahead of November Share Swap

Key Facts

Critical Metals announced on October 27, 2026, that the schemes to acquire European Lithium’s shares and options had become legally effective after court orders were lodged with the Australian Securities and Investments Commission, according to a company statement published via Nasdaq. The Supreme Court of Western Australia had approved the schemes on October 26, moving the deal from the approval stage to preparations for implementation. Under the agreement, Critical Metals will acquire all of European Lithium’s issued capital and all of its listed options. Consideration will take the form of new ordinary shares issued by Critical Metals. The company’s stock closed at $8.13 on October 27, compared with $6.38 in the previous session, according to EL7 data.

Available closing-price data show the stock at $6.64 on October 21, before falling to $6.19 on October 22 and then recording $6.36 on October 23 and $6.38 on October 26. In the October 27 session, it rose to $8.13. These prices therefore do not support the earlier draft’s description of a 7% decline that day; they show an increase between the October 26 and October 27 closes. Closing-price data alone also do not establish the reason for the move. The price change comes as the deal has taken effect and before the new shares are distributed to eligible shareholders.

An eligible European Lithium shareholder will receive 0.045 new Critical Metals shares for each share held on the record date. This ratio is the maximum under a share exchange mechanism linked to the volume-weighted average price of Critical Metals stock over 20 trading sessions. The company’s filing states that the ratio is 0.045 if the average does not exceed $8.00, and falls to 0.025 if it reaches $16.00 or more. As the average rises within the range, fewer shares are issued than would result from a lower average. Under the deal terms, outstanding options are exercised on the record date without a cash payment, and their consideration is calculated according to the scheme booklet formula.

The schemes were put to a vote on October 22, when 99.96% of votes cast by European Lithium shareholders supported the share scheme, and 100% of participating option holders voted in favor of the options scheme. The Supreme Court of Western Australia then set the final hearing for October 26 and approved the schemes that day. Critical Metals announced they had taken effect the following day, after the court orders were lodged with the relevant Australian authority. These steps mark the legal sequence before the deal moved to setting the record date and providing consideration. The company intends to rely on the court’s approval to seek an exemption from registration requirements for the deal shares under Section 3(a)(10) of the U.S. Securities Act.

The deal expands Critical Metals’ asset base from rare earth elements into lithium, adding European Lithium to its portfolio. Tanbreez, the company’s flagship project, is in southern Greenland, and Critical Metals describes it as one of the world’s largest rare earth deposits. The deal gives the company ownership of all of European Lithium’s issued capital, along with its listed options, in exchange for new shares. Critical Metals had 146,993,753 ordinary shares outstanding as of June 30, 2026, a prior reference figure before the consideration shares are issued. The deal will therefore add shares to the company’s existing share base, while the exchange terms determine the number of shares due to eligible shareholders.

The remaining indicative dates include determining shareholders’ eligibility for consideration on October 29, 2026, followed by implementation of the deal and delivery of consideration on November 5. The new Critical Metals shares are expected to begin trading on Nasdaq on November 6, subject to change. The company said the conversion price and the final number of shares due for each option would be announced on October 28. The Federal Open Market Committee meeting was scheduled for October 27 and 28, with a press conference on October 28, according to the Federal Reserve calendar. That calendar alone does not determine the interest-rate decision or establish a particular connection between the meeting and Critical Metals’ stock trading.