European Lithium Moves Toward Critical Metals Takeover as Scheme Meetings Get Under Way

Highlights:

• On October 22, 2026, European Lithium published the chair’s address for its share and option scheme meetings, which concern a proposed takeover by Critical Metals Corp.
• If the share scheme proceeds, eligible shareholders will be issued 0.045 new Critical Metals shares for every European Lithium share they own at the record date.
• The deal still needs shareholder and optionholder votes, court sign-off and the satisfaction of other conditions.

Overview

European Lithium Limited (ASX: EUR) released the chair’s address on October 22, 2026, for meetings that will consider a proposed acquisition by Critical Metals Corp. (NASDAQ: CRML). The deal is built on two connected schemes: one covering the company’s issued shares and another covering its listed options.

Both meetings were held on Thursday, October 22. The share scheme meeting was due to start at 10:30 a.m. Australian Western Standard Time (AWST), and the option scheme meeting at 11:00 a.m. AWST or once the shareholder meeting ended, whichever came later. European Lithium Limited was quoted at AU$0.390, up AU$0.015 or 4.00%, per the market data supplied. That move is unrelated to the scheme announcement.

Consideration on Offer

If the share scheme goes ahead, eligible European Lithium shareholders on the register at 4:00 p.m. AWST on October 29, 2026 (the expected record date) will receive 0.045 new Critical Metals shares per European Lithium share held. The ratio was confirmed on October 21, 2026. European Lithium explained that the volume-weighted average price of Critical Metals shares over the designated 20-trading-day window was at or under the scheme’s US$8.00 floor, so the maximum exchange ratio applies.

Under the option scheme, eligible holders of listed options would be compensated through a cashless exercise, with the entitlement worked out using the formula in the scheme booklet. The final option scheme consideration is due to be announced on October 28, 2026.

Approvals and Timetable

The two schemes depend on each other, so each must clear its own approval threshold for the deal to move forward. The share scheme needs the required majorities of shareholders, while the option scheme needs the backing of eligible optionholders.

The chair’s address states that, assuming the resolutions pass, the Supreme Court of Western Australia would hear the matter on October 26, 2026. With court approval and the remaining conditions met or waived, the schemes were expected to take effect on October 27. European Lithium expects implementation on November 5, 2026. Voting results were to be released to the ASX after the meetings closed, and the October 22 announcement did not state the outcomes.

Outlook

The announcement sets out the structure of the proposed takeover and the steps needed to complete it. The exchange ratio, scheme approvals and court process remain the key elements, and completion depends on the outstanding conditions being satisfied.

Note: All data presented is based on information available at the time of writing.

Disclaimer for Kapitales Research

The materials provided by Kapitales Research, including articles, news, data, reports, opinions, images, charts, and videos ("Content"), are intended for personal, non-commercial use only. The primary goal of this Content is to educate and inform readers. This Content is not meant to offer financial advice, nor does it include any recommendation or opinion that should be relied upon for making financial decisions. Certain Content on this platform may be sponsored or unsponsored, but it does not serve as a solicitation or endorsement to buy, sell, or hold any securities, nor does it encourage any specific investment activities. Kapitales Research is not authorized to provide investment advice, and we strongly advise users to seek guidance from a qualified financial professional, such as a financial advisor or stockbroker, before making any investment choices. Kapitales Research disclaims all liability for any direct, indirect, incidental, or consequential damages arising from the use of the Content, which is provided without any warranties. The opinions expressed by contributors or guests are their own and do not necessarily reflect the views of Kapitales Research. Media such as images or music used on this platform are either owned by Kapitales Research, sourced through paid subscriptions, or believed to be in the public domain. We have made reasonable efforts to credit sources where appropriate. Kapitales Research does not claim ownership of any third-party media unless explicitly stated otherwise.

Customer Notice:

Nextgen Global Services Pty Ltd trading as Kapitales Research (ABN 89 652 632 561) is a Corporate Authorised Representative (CAR No. 1293674) of Enva Australia Pty Ltd (AFSL 424494). The information contained in this website is general information only. Any advice is general advice only. No consideration has been given or will be given to the individual investment objectives, financial situation or needs of any particular person. The decision to invest or trade and the method selected is a personal decision and involves an inherent level of risk, and you must undertake your own investigations and obtain your own advice regarding the suitability of this product for your circumstances. Please be aware that all trading activity is subject to both profit & loss and may not be suitable for you. The past performance of this product is not and should not be taken as an indication of future performance.Disclosure: The information mentioned above has been sourced from the company reports and a third-party database, i.e. Koyfin. Investors are advised to use strict stop-loss to protect their investments in case of any unfavorable/uncertain market events.

Kapitales Research, Level 13, Suite 1A, 465 Victoria Ave, Chatswood, NSW 2067, Australia | 1800 005 780 | info@kapitales.com.au