European Lithium (ASX: EUR) has obtained a crucial ASX waiver allowing it to cancel unlisted options and performance rights without shareholder approval, smoothing the path for its acquisition by NASDAQ-listed Critical Metals Corp (NASDAQ: CRML).
- ASX grants waiver from Listing Rule 6.23.2
- Unlisted options and performance rights to be cancelled without shareholder vote
- Cancellation consideration involves new CRML shares and warrants
- Waiver conditional on scheme of arrangement becoming effective
- Scheme part of CRML’s acquisition of European Lithium
ASX Waiver Clears Regulatory Hurdle for Option Cancellations
European Lithium Limited (ASX:EUR) has secured a waiver from the ASX that allows it to cancel its unlisted options and performance rights without the need for shareholder approval. This waiver is a key regulatory step facilitating the company’s ongoing scheme of arrangement with Critical Metals Corp (NASDAQ: CRML), which is acquiring all of European Lithium’s issued shares and listed options.
The waiver, granted on 22 July 2026, exempts European Lithium from ASX Listing Rule 6.23.2, which ordinarily requires shareholder approval when options are cancelled for consideration. Instead, the company will cancel its unlisted options and performance rights and issue new CRML shares or warrants to holders as compensation, in line with the scheme implementation deed agreed with CRML.
Capital Structure Adjustments Under the Scheme
As of the announcement date, European Lithium has over 1.7 billion shares on issue, alongside approximately 242 million listed options, 3.1 million unlisted options, and 270 million unvested performance rights spread across six classes with varying vesting conditions tied to share price milestones.
Under the scheme, unlisted options and performance rights in Classes 1 and 2 will be exchanged for new fully paid CRML shares, while those in Classes 3 to 6 will be cancelled in return for CRML replacement warrants on economically equivalent terms. The exact number of CRML shares or warrants to be issued will be detailed in the forthcoming Scheme Booklet, expected shortly.
Scheme Progress and Next Steps
The ASX waiver is conditional on the scheme becoming effective, which remains subject to shareholder and court approvals. This procedural clearance removes a potential delay by bypassing the need for a separate shareholder vote on the cancellation of options and rights, streamlining the acquisition process.
European Lithium and Critical Metals have been advancing the merger process steadily, with the scheme booklet and independent expert’s report anticipated soon, aiming for a transaction completion in October 2026. The waiver complements recent adjustments to the merger terms, including a sale facility option for small shareholders and a switch to direct CRML share issuance, as the companies prepare for the final implementation phase.
Bottom Line?
The ASX waiver removes a key procedural obstacle, enabling European Lithium to execute its acquisition scheme more efficiently, but investors will need to watch the scheme’s effectiveness and subsequent share issuance details closely.
Questions in the middle?
- How will the cancellation of unlisted options and performance rights impact existing investors’ holdings and potential dilution?
- What specific exchange ratios and terms will the Scheme Booklet reveal for converting options and rights into CRML shares or warrants?
- Will the scheme’s effectiveness timeline hold to the targeted October 2026 completion, given regulatory and shareholder approvals?