Key Highlights

  • Shareholders and optionholders approved the share scheme and option scheme with Critical Metals Corp at meetings held on 22 October 2026.
  • The share scheme passed with 99.96 per cent of votes cast in favour and the option scheme with 100 per cent of votes cast.
  • The second court hearing is scheduled for 10:00am on Monday 26 October 2026, with the effective date expected on 27 October 2026.

European Lithium (ASX:EUR) has announced that its shareholders and optionholders approved a proposed Merger with NASDAQ-listed Critical Metals Corp (CRML) at scheme meetings and a general meeting held on 22 October 2026. Under the merger, CRML would acquire all EUR shares and listed Options through a share scheme and an option scheme under Part 5.1 of the Corporations Act. The scheme booklet had been released on 15 September 2026. The transaction is not yet complete.

The share scheme passed with 99.96 per cent of votes cast in favour, and with 97.22 per cent of shareholders present and voting supporting it. The option scheme passed with 100 per cent of votes cast and 100 per cent of optionholders present and voting in favour, with no votes against.

The general meeting also considered four ordinary resolutions approving financial benefits to named individuals under security cancellation deeds. These were carried with between 99.36 per cent and 99.50 per cent of votes in favour. Resolution 1, covering the Sage deed, received 99.50 per cent, Resolution 2 (Day) 99.43 per cent, Resolution 3 (Carter) 99.48 per cent and Resolution 4 (Zhernov) 99.36 per cent. The resolutions were subject to the voting exclusions set out in the notice of meeting. The company said the requisite majorities were achieved, so the related conditions precedent have been satisfied.

Conditions that remain

The schemes still need approval from the Supreme Court of Western Australia at a second court hearing. Other conditions precedent set out in section 3.5 of the scheme booklet must also be satisfied or waived. If these are met and the court approves, the company expects the schemes to become effective on 27 October 2026. All dates are indicative and may change, in which case EUR has said it will announce updates to the ASX. The company also noted that some steps may occur during United States Business hours because of the time difference.

Action for optionholders

EUR options can be exercised until 5:00pm AWST on Wednesday 28 October 2026. Shares issued on exercise by then will take part in the share scheme, provided they are still held at the record date. Options that are not exercised by that time will be dealt with under the option scheme. Optionholders and shareholders who are unsure how the schemes affect them were told to consult a professional adviser, and European Lithium (ASX:EUR) has set up a securityholder information line.

Timetable

The company has set out the following indicative timetable, with times in Perth unless stated.

  • Second court hearing: 10:00am on Monday 26 October 2026.
  • Effective date, last trading day and trading suspension on the ASX at close of trading: Tuesday 27 October 2026.
  • Deadline for opt-in and opt-in Withdrawal forms: 3:00pm AWST (6:00pm AEDT) on Tuesday 27 October 2026.
  • Record date for scheme entitlements: 4:00pm AWST (7:00pm AEDT) on Thursday 29 October 2026.
  • Implementation date, when scheme consideration is provided: Thursday 5 November 2026.
  • New CRML shares begin trading on NASDAQ: Friday 6 November 2026.
  • EUR removed from the ASX official list: 10:00am AEDT on Friday 6 November 2026, or as ASX determines.

What the announcement does not cover

The announcement summarises voting and timing, and it does not restate the scheme consideration terms, which are set out in the scheme booklet. Securityholders seeking those details, or detail on the conditions precedent, were directed to that document. The company's securityholder information line is available on weekdays between 8:00am and 5:00pm AEDT, excluding Australian national public holidays.