CRML to Acquire 100% of EUR via Amended Scheme with October 2026 Target

Key Amendments to Merger Terms

European Lithium Limited (ASX:EUR) and Critical Metals Corp. (NASDAQ: CRML) have formalised amendments to their proposed merger agreement, refining the mechanics ahead of expected scheme implementation in October 2026. Notably, the revised terms introduce a sale facility option allowing EUR shareholders and optionholders holding 50,000 or fewer shares or options to opt for a cash sale of their entitlement rather than receiving CRML shares. This adjustment aims to address liquidity and administrative concerns for smaller investors.

Additionally, the parties have abandoned the previously contemplated CHESS Depository Interest (CDI) structure for the issuance of CRML shares as scheme consideration. Instead, CRML shares will now be issued directly to EUR shareholders and optionholders, simplifying the post-merger shareholding framework.

Progress and Timetable for Scheme Implementation

EUR and CRML continue to advance cooperatively, with the dispatch of the Scheme Booklet; including an Independent Expert’s Report; scheduled for late July or early August 2026. This booklet will seek shareholder and optionholder approvals for the respective schemes, as well as approval for related party benefits to EUR’s directors, a prerequisite for the transaction.

Subject to regulatory, shareholder, optionholder, and court approvals, the merger is targeted for completion in October 2026. Upon implementation, EUR shareholders are expected to hold approximately 41% of the combined CRML group’s issued capital, assuming no shareholders elect to use the sale facility.

Strategic Assets and Corporate Governance

The merger consolidates significant lithium and rare earth assets across Europe, Greenland, and Australia. EUR holds a 31% stake in CRML, a 7.5% direct interest in the Tanbreez Rare Earths Project in Greenland, and an indirect interest in the Wolfsberg Lithium Project in Austria. CRML’s portfolio includes the Tanbreez project with year-round shipping access and the Wolfsberg project, positioned to become one of Europe’s first fully permitted lithium mines, supported by strategic partnerships such as a long-term lithium supply agreement with BMW and a joint venture for a refinery in Saudi Arabia.

On the governance front, the amended Scheme Implementation Deed outlines director resignations and board composition changes effective upon implementation, ensuring continuity and alignment with the merged entity’s strategic direction.

Legal Framework and Conditions Precedent

The detailed Scheme Implementation Deed, amended and restated on 3 July 2026, sets forth comprehensive conditions precedent, including regulatory approvals, court orders, and shareholder resolutions. Both parties have committed to using reasonable endeavours to satisfy these conditions and to cooperate fully throughout the implementation process.

Reimbursement fees are stipulated to compensate either party should the transaction not proceed due to specific termination events, reflecting the significant costs and efforts invested. Exclusivity provisions restrict EUR from soliciting or engaging with competing proposals during the exclusivity period, subject to fiduciary exceptions.

What to Watch Next

Investors should monitor the release of the Scheme Booklet and the Independent Expert’s Report, which will provide crucial analysis and recommendations ahead of shareholder and optionholder meetings. The outcome of these meetings and court approvals will be pivotal milestones. Additionally, any competing proposals or shifts in board recommendations could materially impact the merger’s trajectory.