European Lithium Sets September Scheme Booklet Date as Shareholders Weigh Variable Swap Terms

Critical Metals Corp's scheme booklet is due to reach European Lithium holders around Sept 22, with a vote on Oct 22 and completion targeted for November.

European Lithium's long-running merger with Critical Metals Corp is entering its closing stretch, with the paperwork that will formally put the deal to a vote now days away from reaching investors.

Critical Metals confirmed on Wednesday that the scheme booklet covering the tie-up is scheduled to be dispatched to European Lithium shareholders and option holders around 22 September 2026. The Australian Securities and Investments Commission registered the document last Tuesday, while the Supreme Court of Western Australia has ordered the requisite meetings of both security holder classes to be convened — clearing the legal path for a formal ballot.

That vote is set for 22 October 2026. Should it pass, management is targeting completion of the transaction in November 2026, subject to the remaining approvals and conditions being satisfied on schedule.

A Swap Ratio That No Longer Stands Still

Central to how investors will judge the proposal is a change to the terms agreed between the two sides in late August. The original fixed exchange ratio of 0.035 Critical Metals shares per European Lithium security has been replaced by a floating band, running from a floor of 0.025 to a ceiling of 0.045.

Measured against the old fixed figure, that upper bound represents a theoretical uplift of 28.6%. The practical consequence is that the value shareholders ultimately receive now depends meaningfully on where the two companies' share prices trade relative to one another in the run-up to completion.

The offer spans all issued shares in European Lithium as well as its listed options. According to media reports, the equity component alone carries a value of USD 835 million. On a successful close via the court-approved schemes of arrangement, existing European Lithium security holders would hold 41% of the enlarged group.

Board Backs the Deal; Expert Draws a Distinction

European Lithium's independent board committee has urged security holders to vote in favour of the merger. Its recommendation rests on an independent expert's assessment, which concluded that the share offer — while not fair — is reasonable and in the best interests of shareholders. The verdict on the options proposal was more straightforward: the expert rated it fair and reasonable in full.

That split reflects the differing treatment of the two security classes under the takeover plan. Beyond the upcoming votes, a final sign-off from the court is required before the scheme can take effect.

Momentum Builds Into the Vote

The merger plans have injected notable life into the stock over recent months. European Lithium shares closed Friday at EUR 0.2265, giving the paper a gain of 150% since the start of the year.

Whether the November timetable holds now rests largely on how security holders cast their ballots — and on a share-price relationship that will determine just how much the floating ratio delivers.