European Lithium Shareholders to Decide on $835 Million Critical Metals Merger After Mixed Expert Verdict

European Lithium sends scheme booklet to investors for a US$835 million all-stock takeover by Critical Metals, with voting materials due 22 September.

European Lithium is entering the final stretch of a process that would end its existence as a standalone company. Voting materials and the scheme booklet are set to reach shareholders and option holders on 22 September, putting the fate of the lithium developer directly in the hands of its investors.

The ballot concerns a full takeover by Critical Metals Corporation, which would absorb 100% of European Lithium's shares and listed options. The all-stock deal carries a valuation of US$835 million, with existing holders receiving newly issued Critical Metals shares in return. Should it complete as planned, current European Lithium security holders would end up owning roughly 41% of the combined group.

An independent expert's split assessment

The independent expert's report, now in the hands of investors, offers a nuanced view. For shareholders, the offer is rated "not fair, but reasonable" and in the best interests of the security holders. The terms for holders of the listed options, by contrast, were judged both fair and reasonable. The independent board committee has thrown its weight behind the transaction and recommends approval.

The merged entity would bring together two flagship assets: the Wolfsberg lithium project in Austria and Critical Metals' Tanbreez rare earths project in Greenland, creating a diversified resources group with exposure to both battery and critical minerals markets.

Court orders and the road to November 2026

The legal groundwork has been laid. Roughly a week ago, the Supreme Court of Western Australia issued the formal orders enabling European Lithium to convene meetings of shareholders and option holders, following ASIC's registration of the scheme booklet. The transaction is being executed through court-approved schemes of arrangement.

Completion still hinges on several conditions: approval by security holders, final court sign-off and other clearances. Critical Metals Corporation has flagged November 2026 as its expected timeline for implementation, leaving the formal approvals to be wrapped up before then.

Lithium futures wobble as the vote approaches

The deal is being assessed against a backdrop of pronounced volatility in the global battery materials market. The lithium carbonate futures contract 2701 in China shed 4.99% on 11 September, closing at 134,800 yuan per tonne, according to media reports — a reminder of the challenging conditions facing commodity developers.

Equity investors have been cautious in the run-up to the weekend. European Lithium shares closed Friday down 0.7% at EUR 0.2265. Over the longer horizon, the market has rewarded the strategic repositioning: the stock is up 150% since the start of the year.