Key Highlights

  • European Lithium's ASX shares are suspended after the scheme of arrangement with Nasdaq-listed Critical Metals Corp became effective on 27 October 2026, with ASX removal scheduled for 6 November 2026.
  • Shareholders receive 0.045 Critical Metals (NASDAQ:CRML) shares for each European Lithium share, the maximum ratio under a sliding formula, because the 20-day VWAP was at or below the US$8.00 floor price.
  • Both schemes received near-unanimous Shareholder approval: 99.96% for the Share Scheme and 100% for the Option Scheme, with Supreme Court of Western Australia approval on 26 October 2026.
  • European Lithium holds the Wolfsberg lithium project in Austria, a BMW Supply agreement, a 7.5% interest in Greenland's Tanbreez project and about 31% of Critical Metals.

European Lithium (ASX:EUR)'s ASX shares are suspended because the company is being acquired by Nasdaq-listed Critical Metals Corp. through two schemes of arrangement that became effective on 27 October 2026. Trading stopped at the close that day, and the company is scheduled to be removed from the ASX Official List at 10:00am AEDT on 6 November 2026, or as ASX determines.

How the deal works

The Share Scheme gives each eligible European Lithium shareholder 0.045 new shares in Critical Metals (NASDAQ: CRML) for every European Lithium share held at the Record Date of 4:00pm AWST on 29 October 2026. The 0.045 ratio is the maximum under a sliding formula, because the 20-day volume-weighted price of Critical Metals shares was at or below the US$8.00 floor price.

Ineligible holders, small holders and those who elected to do so are paid through a sale facility. They receive their share of net cash proceeds within 25 Business days after implementation.

A separate Option Scheme covers the listed options, which carried an exercise price of A$0.10 and were due to expire on 30 April 2027. They convert on a cashless basis into roughly 0.0353 Critical Metals shares per option, based on an AUD/USD rate of 0.7021 and a scheme price of US$7.25.

Approvals and timetable

The scheme implementation deed was signed on 19 May 2026 and amended on 19 August 2026. At meetings on 22 October 2026, 99.96 per cent of votes cast backed the Share Scheme, and the Option Scheme was approved unanimously. The Supreme Court of Western Australia approved both schemes on 26 October.

Implementation is scheduled for 5 November 2026, with the new Critical Metals shares expected to begin trading on Nasdaq on 6 November. All dates are described as indicative and subject to approvals.

What European Lithium owns

European Lithium describes itself as a lithium explorer in Austria, and the ASX lists it in the Materials sector. Its holdings span several assets. It reports a 7.5 per cent interest in the Tanbreez project in Greenland, held as an unlisted investment, and an indirect shareholding of about 31 per cent in Critical Metals.

Greenland approved the Tanbreez Mining plan and closure plan on 29 September 2026. The company also has the Wolfsberg lithium project in Austria, a binding supply agreement with BMW for battery-grade lithium hydroxide, and 245 exploration licences covering 114.6 square kilometres.

Wolfsberg faces a setback: in December 2025 the Federal Administrative Court sent a fast-track environmental decree back to the Carinthia authority for reassessment, and the company was considering an appeal.

Financial position

The Quarterly Report released on 29 October 2026 showed cash of A$296.5 million at 30 September 2026, almost unchanged from A$296.3 million at the start of the quarter. Operating Cash Flow was a net inflow of A$2.3 million, helped by A$4.7 million of interest received and reduced by A$1.2 million of Merger costs.

The company also advanced A$1.5 million to Critical Metals during the quarter and invested A$1.7 million in other listed companies. The report is expected to be the final standalone quarterly report.

Risks and what to watch

Shareholders who receive Critical Metals shares will hold a Nasdaq-listed security whose value moves with that company's share price, rather than a fixed amount of cash. Because the exchange ratio floats between 0.025 and 0.045 depending on the scheme price, the outcome was tied to market levels, and the 0.045 ratio has now been fixed.

The Share Scheme also required four related party resolutions, covering financial benefits for directors under a security cancellation deed, which passed with at least 99.36 per cent support.

The immediate milestones are the 5 November implementation, the 6 November Nasdaq debut and ASX removal. The securities remain suspended until then.