European Lithium Holders Face Two Sets of Conversion Terms as Critical Metals Listing Looms

European Lithium investors are approaching the final stretch of a takeover that will swap their ASX-quoted stock for paper in Critical Metals Corp., with the new shares expected to begin trading on the Nasdaq on 6 November. The mechanics are anything but uniform: shareholders and option holders are being paid in different currencies of value, and the timing of the payout is not the same as the legal moment the deal became binding.

The scheme arrangements became legally effective after European Lithium lodged the court orders with ASIC in the past week. That step followed approvals from both shareholders and option holders, alongside clearance from the Supreme Court of Western Australia. Trading in European Lithium's securities has been suspended on the ASX since the close on 27 October — a halt that is distinct from the company's eventual removal from the official ASX list.

What Each Security Holder Receives

Under the share scheme, each eligible European Lithium share converts into 0.045 new Critical Metals shares. Option holders are treated separately, receiving 0.0353158621 new shares in the buyer per option. The two ratios are not interchangeable, and the share conversion figure should not be read across to options.

Smaller option holdings fall under a different settlement route altogether. Holders of no more than 991 options are classed as small option holders and will not receive shares. Instead, the shares to which they would otherwise be entitled are sold through a sale facility, and they receive their proportionate net proceeds. That is a targeted arrangement for small positions, not a cash offer extended to option holders generally — so the payout method depends on the size of the holding as well as the type of security.

The Vote Behind the Paperwork

Investor backing was emphatic. Among votes cast, 99.96% of shareholders supported the share scheme, while option holders approved their arrangement unanimously, at 100% of votes cast. Strong majorities of that kind do not, however, collapse the distinction between a scheme being effective and a scheme being implemented.

Implementation is scheduled for 5 November 2026, when the consideration is to be provided to eligible security holders. Removal from the official ASX list and the anticipated Nasdaq trading in the new Critical Metals shares are slated for the following day.

Reading the Sequence Correctly

For holders, the practical question is which security sits in the portfolio and which form of consideration attaches to it — new Critical Metals stock or a share of net sale proceeds. The expected Nasdaq debut concerns the new Critical Metals shares; it is not a resumption of trading in the old European Lithium securities on another venue. Legal effectiveness, delivery of consideration and the start of trading are three separate milestones, and only the first has been passed.