European Lithium Shareholders Face October Vote on $835 Million Critical Metals Swap

Independent expert calls European Lithium's merger with Critical Metals "not fair, but reasonable" for shareholders; votes set for 22 October 2026.

European Lithium's path to a full merger with US-based Critical Metals Corp is entering its decisive phase, with the two partners pushing forward a deal first sealed in May 2026. The transaction would see Critical Metals acquire every issued share of the Australian explorer along with its listed options, structured through two legally interdependent agreements governed by Australian law. Both companies are targeting completion in November 2026.

At the heart of the proposal sits a floating exchange mechanism. For each European Lithium share, holders stand to receive between 0.025 and 0.045 Critical Metals shares, with the final ratio tied to a volume-weighted average price calculated over 20 trading days. A fixed collar caps and floors that reference price at USD 16.00 and USD 8.00 per buyer share respectively. Once the merger closes, European Lithium's existing investors are expected to own roughly 41% of the enlarged group, which carries an implied valuation of about USD 835 million. On European trading venues, the resource company's market capitalisation currently equates to EUR 413.37 million.

The tie-up folds the mining and exploration operations of both partners under the Critical Metals umbrella, shifting European Lithium shareholders into a direct stake in a company listed on the US tech exchange. Ancillary arrangements smooth the share exchange: investors holding no more than 50,000 securities gain access to a dedicated sale facility that pays out proceeds in cash, while CHESS Depositary Interests are being dropped in favour of direct share issuance.

Independent assessment lands between two verdicts

A mandatory filing with the US Securities and Exchange Commission revealed that Horizon Nexus Partners Securities, the independent expert engaged for the deal, judged the offer to shareholders as "not fair, but reasonable." Even with that arithmetic conclusion, the report held that accepting the bid serves shareholders' best interests. For holders of the listed options, the expert's view was more clear-cut: the proposal was rated outright "fair and reasonable."

Formal groundwork advanced last Tuesday, when the Supreme Court of Western Australia ordered the convening of the required meetings and regulator ASIC registered the official Scheme Booklet in parallel. The draft of those documents had been handed to regulators for review roughly two weeks earlier. Since that court step, European Lithium's stock has climbed 9.2%.

Key dates on the road to completion

The detailed Scheme Booklet is due to be dispatched to security holders on 22 September 2026. The pivotal votes by shareholders and option holders will take place on Thursday, 22 October 2026, in West Leederville, Western Australia. Should those meetings return a positive result, media reports indicate a second court hearing is scheduled for 26 October 2026. Assuming both the security holders and the court grant the necessary approvals, the takeover would be implemented in November 2026.

Market pricing has tracked the negotiations closely. European Lithium shares closed Friday at EUR 0.2265, a gain of 150% since the start of the year.