Critical Metals Corp. Merger with European Lithium Advances to Shareholder Vote Following Court Ruling
Court approval to convene scheme meetings moves Critical Metals’ all-share acquisition of European Lithium toward a potential November 2026 implementation.
Rhea-AI Summary
Critical Metals Corp (CRML) reports that its proposed acquisition of 100% of European Lithium’s shares and listed options has advanced after court orders on 15 September 2026 directed European Lithium to convene shareholder and optionholder meetings to vote on the schemes of arrangement.
The Supreme Court of Western Australia also approved dispatch of a Scheme Booklet, which has been registered with ASIC and is expected to be sent to European Lithium securityholders on or around 22 September 2026. The general meeting and scheme meetings are scheduled for 22 October 2026 in West Leederville, Western Australia. Subject to securityholder approval, further court approval and satisfaction or waiver of remaining conditions, the schemes are expected to be implemented in November 2026, with all dates remaining indicative and subject to the court process.
Positive
- Court orders granted to convene shareholder and optionholder meetings on the schemes
- Scheme Booklet registered with ASIC and cleared for dispatch around 22 September 2026
- Timetable set with scheme and general meetings scheduled for 22 October 2026
- Implementation targeted for November 2026, subject to approvals and conditions
Negative
- Transaction remains conditional on European Lithium securityholder approval and further court approval
- All key dates are indicative only and may change subject to the court process
News Explained
The transaction has reached the shareholder-vote stage, not completion; if approved, Critical Metals would issue new ordinary shares as consideration, which would dilute existing CRML holders’ ownership.
Key Figures
- European Lithium acquisition scope
- 100%
- All issued share capital and listed options
- Court orders
- September 15, 2026
- Supreme Court of Western Australia ordered scheme meetings
- Scheme Booklet dispatch
- September 22, 2026
- Expected dispatch to European Lithium securityholders
- Scheme Meetings
- October 22, 2026
- Shareholder and optionholder meetings scheduled in Western Australia
- Expected implementation
- November 2026
- Subject to securityholder, Court and remaining-condition approvals
Previous Acquisition Reports
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Court hearing was scheduled after the Scheme Booklet was lodged with ASIC.
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Floating exchange ratio replaced fixed terms with capped ratios and approval conditions.
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Binding Scheme Implementation Deed launched acquisition subject to shareholder and regulatory conditions.
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Key Terms
schemes of arrangement regulatory
scheme booklet regulatory
ASIC regulatory
chapter 2e regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
Court orders granted convening scheme meetings; Scheme Booklet registered with ASIC
NEW YORK, Sept. 15, 2026 (GLOBE NEWSWIRE) -- Critical Metals Corp. (Nasdaq: CRML) (“Critical Metals Corp” or the “Company”), a leading critical minerals exploration and mining company, today provided an update on its proposed acquisition of European Lithium Limited (ASX: EUR, FRA: PF8, OTC: EULIF) (“European Lithium”).
Under the proposed transaction, Critical Metals Corp would acquire
Court Orders Convening Scheme Meetings
European Lithium has announced that on September 15, 2026, the Supreme Court of Western Australia made orders under section 411(1) of the Australian Corporations Act directing European Lithium to convene meetings of its shareholders and optionholders to consider and vote on the Schemes (the “Scheme Meetings”), and approving the dispatch of the Scheme Booklet to European Lithium securityholders.
European Lithium has also convened a general meeting of its shareholders to be held immediately before the Scheme Meetings, at which shareholders will be asked to consider resolutions under Chapter 2E of the Australian Corporations Act. Implementation of each Scheme is conditional on those resolutions being approved.
Registration of the Scheme Booklet and Meeting Dates
The Scheme Booklet has been registered with the Australian Securities and Investments Commission (ASIC) and is expected to be dispatched to European Lithium securityholders on or around September 22, 2026. The Scheme Booklet contains important information regarding the Schemes, including the independent expert’s report, and will be released to the ASX and made available on European Lithium’s website.
The general meeting and the Scheme Meetings are scheduled to be held on Thursday, October 22, 2026 in West Leederville, Western Australia.
Mike Hanson, board director of Critical Metals Corp who leads the Special Committee responsible for this transaction, commented:
“The Court orders and registration of the Scheme Booklet are significant milestones and move the transaction into its final stages. We look forward to the securityholder meetings next month and to completing the combination.”
Subject to the approval of European Lithium securityholders, the approval of the Court, and the satisfaction or waiver of the remaining conditions precedent, the Schemes are expected to be implemented in November 2026. The dates referred to in this announcement are indicative only and remain subject to the Court approval process. Any changes will be announced by European Lithium on the ASX.
About Critical Metals Corp.
Critical Metals Corp (Nasdaq: CRML) is a leading mining development company focused on critical metals and minerals, and producing strategic products essential to electrification and next-generation technologies for Europe and its Western world partners. Its flagship Project, Tanbreez, is one of the world's largest rare earth deposits and is located in Southern Greenland. The deposit is expected to have access to key transportation outlets as the area features year-round direct shipping access via deep water fjords that lead directly to the North Atlantic Ocean.
Another key asset is the Wolfsberg Lithium Project located in Carinthia, 270 km south of Vienna, Austria. The Wolfsberg Lithium Project is the first fully permitted mine in Europe and is strategically located with access to established road and rail infrastructure and is expected to be the next major producer of key lithium products to support the European market. Wolfsberg is well positioned with offtake and downstream partners to become a unique and valuable asset in an expanding geostrategic critical metals portfolio.
With this strategic asset portfolio, Critical Metals Corp is positioned to become a reliable and sustainable supplier of critical minerals essential for defense applications, the clean energy transition, and next-generation technologies in the western world.
For more information, please visit https://www.criticalmetalscorp.com/.
Cautionary Note Regarding Forward Looking Statements
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements may include expectations of our business and the plans and objectives of management for future operations, including with respect to the proposed acquisition of European Lithium and the anticipated timetable for and implementation of the Schemes. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this news release, forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “designed to” or other similar expressions that predict or indicate future events or trends or that are not statements of historical facts. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.
Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements for many reasons, including the factors discussed under the “Risk Factors” section in the Company’s Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission. These forward-looking statements are based on information available as of the date of this news release, and expectations, forecasts and assumptions as of that date, involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Critical Metals Corp.
Investor Relations: ir@criticalmetalscorp.com
Media: pr@criticalmetalscorp.com
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What is the structure of Critical Metals’ proposed acquisition of European Lithium?
The acquisition is proposed to occur via two court-approved schemes of arrangement under Part 5.1 of the Australian Corporations Act: a Share Scheme between European Lithium and its shareholders, and an Option Scheme between European Lithium and holders of its listed options (ASX: EUROC). Under each scheme, the consideration is to be satisfied by the issue of new ordinary shares in Critical Metals Corp.
When and where will European Lithium securityholders vote on the schemes?
European Lithium has scheduled a general meeting of shareholders immediately before the scheme meetings for shareholders and optionholders. These meetings are set for Thursday, 22 October 2026 in West Leederville, Western Australia, subject to any changes announced by European Lithium.
What role does the general meeting play in implementing the schemes?
At the general meeting held immediately before the scheme meetings, European Lithium shareholders will consider resolutions under Chapter 2E of the Australian Corporations Act. Implementation of each scheme is conditional on those resolutions being approved, in addition to the scheme approvals and court approval.
What information does the Scheme Booklet provide to European Lithium securityholders?
The Scheme Booklet contains important information about the schemes, including the independent expert’s report. It will be released to the ASX, made available on European Lithium’s website, and is expected to be dispatched to European Lithium securityholders on or around 22 September 2026.