European Lithium Confirms No Bitcoin Bought After $500M Convertible Note Falls Through
European Lithium Limited has clarified that its subsidiary Critical Metals Corp did not execute a $500 million bitcoin convertible note financing, with no bitcoin acquired and the agreement now expired.
- Convertible note financing by Critical Metals Corp did not proceed
- Conditions precedent for bitcoin acquisition were unmet
- No bitcoin assets acquired by Critical Metals Corp to date
- European Lithium confirms compliance with ASX Listing Rules
- ASX’s crypto asset disclosure requirements remain a key focus
Background on the Convertible Note Proposal
Earlier this year, European Lithium Limited (ASX, EUR) announced that its Nasdaq-listed subsidiary, Critical Metals Corp (CRML), had approved a bitcoin treasury strategy involving a potential US$500 million convertible note financing. This strategy aimed to position bitcoin as a primary treasury asset, a move that would have marked a significant pivot for a critical minerals company.
The financing, led by JBA Asset Management, was structured with an initial $100 million tranche and up to $400 million in subsequent tranches, contingent on CRML’s share price reaching certain thresholds. The convertible notes were to be secured by cash raised and any bitcoin acquired, convertible into common stock at a fixed price, with warrants attached.
ASX Inquiry and European Lithium’s Response
In October 2025, the Australian Securities Exchange (ASX) issued a formal query to European Lithium, seeking clarity on the materiality and status of the convertible note and associated bitcoin acquisition. The ASX’s concerns stemmed from the regulatory complexities and disclosure obligations surrounding crypto asset-related activities, especially given the potential impact on investor perceptions and share price.
European Lithium responded decisively, confirming that the convertible note transaction did not proceed because the conditions precedent; most notably CRML’s share price reaching US$6.00 per share; were never met. Consequently, no bitcoin was acquired by CRML, and the agreement has since expired. The company emphasized that the proposed bitcoin treasury strategy was never commercialised or executed.
Regulatory Compliance and Market Implications
European Lithium affirmed its compliance with ASX Listing Rules, particularly continuous disclosure obligations under Listing Rule 3.1. The company’s board authorized the responses, underscoring transparency and adherence to regulatory standards. This clarification is critical given ASX’s heightened scrutiny of crypto asset activities, which can represent a significant change in a listed entity’s business nature or scale.
The ASX’s guidance highlights the risks of “ramping” announcements related to cryptocurrency treasury strategies, where market sentiment can inflate share prices beyond the intrinsic value of crypto holdings. European Lithium’s clear communication helps mitigate such risks by confirming no material crypto asset exposure currently exists within its group.
Looking Ahead for European Lithium and Crypto Strategies
While the bitcoin convertible note strategy has been shelved, the episode illustrates the challenges mining and critical minerals companies face when exploring crypto asset integration. Investors will be watching closely for any future moves by CRML or European Lithium that might revisit crypto treasury strategies or alternative financing mechanisms.
For now, European Lithium remains focused on its core mining activities, with no immediate plans to engage in crypto asset acquisitions. The company’s transparent handling of the ASX inquiry sets a benchmark for how listed entities can navigate the evolving regulatory landscape around digital assets.
Bottom Line?
European Lithium’s clear-cut response underscores the importance of regulatory clarity as crypto treasury strategies remain under close ASX scrutiny.
Questions in the middle?
- Will Critical Metals Corp revisit bitcoin or other crypto asset strategies in the future?
- How might evolving ASX regulations impact mining companies considering crypto treasury approaches?
- What are the financial implications for European Lithium given the aborted $500 million convertible note?
