European Lithium Sets Two-Tier Conversion as Court-Backed Scheme Counts Down to Nasdaq Debut

European Lithium has locked in the payout mechanics for its court-sanctioned takeover by Critical Metals Corp., confirming a separate conversion formula for option holders while making clear that legal effectiveness and physical completion are two distinct milestones investors should not conflate.

The scheme is legally binding after the Supreme Court of Western Australia gave its approval and European Lithium lodged the court orders with ASIC in the past week, following the green light from shareholders and option holders. Actual implementation is scheduled for 5 November 2026, with the new Critical Metals shares expected to begin trading on the Nasdaq on 6 November 2026.

Two securities, two sets of maths

Eligible shareholders are entitled to 0.045 new Critical Metals shares for every European Lithium share held. Option holders get a separately derived entitlement of 0.0353158621 new Critical Metals shares per option, a figure European Lithium confirmed on Wednesday.

That option ratio is not simply lifted from the share exchange. It is built on the 0.045 share ratio, a volume-weighted average price of US$7.25 applied for the purposes of the calculation, and an AUD/USD exchange rate of 0.7021. Both the average price and the currency rate are fixed inputs to the payout rather than live market quotations.

A further wrinkle applies at the small end of the register. Holders of 991 options or fewer will not receive Critical Metals stock at all; instead they will get their proportionate net proceeds from the sale of those options. The upshot is that not every option holder ends up as a direct Critical Metals shareholder.

Trading already halted, execution still pending

European Lithium shares and options were suspended from trading on the ASX on Tuesday, meaning the halt has already taken effect even though the scheme itself has yet to be implemented. The transaction covers all issued shares and all listed options in the company.

The sequence matters for anyone still working out where they stand. Court approval supplied the legal foundation; lodgement with ASIC made the arrangements effective; implementation on 5 November and the Nasdaq listing a day later remain ahead. A confirmed legal status does not by itself answer the question of what each investor will receive, nor does it substitute for the settlement step still to come.

September quarter adds operational colour

Alongside the scheme timetable, European Lithium's September quarterly report, published on Thursday, put the company's cash position at A$296.5 million as of 30 September 2026. The company also reported completed field mapping and sampling at the Leinster project in Ireland, and confirmed legal action aimed at protecting its rights over the Dobra deposit in Ukraine.

Those operational threads form the backdrop to the transaction rather than its substance. For option holders in particular, the immediate focus is the conversion entitlement now fixed in writing, since that determines their stake in Critical Metals once the scheme is implemented. How the projects develop from here is a story that runs on its own track.