European Lithium advances Critical Metals merger to court approval

Court approval date set for 26 October

European Lithium Limited (ASX:EUR, FRA:PF8, OTC:EULIF) has put a date on the next decisive step in its proposed acquisition by NASDAQ-listed Critical Metals Corp. (NASDAQ:CRML), with the Supreme Court of Western Australia scheduled to hear EUR’s application to approve the Share Scheme and Option Scheme at or after 10:00am AWST on 26 October 2026.

The hearing is conditional on the schemes being approved by the required majorities at meetings of EUR shareholders and optionholders on 22 October. Shareholders are due to meet at 10:30am AWST, while the optionholder meeting will begin at the later of 11:00am and the conclusion of the shareholder meeting. The transaction would see CRML acquire 100% of EUR’s issued shares and all of its listed options through two court-approved schemes of arrangement.

Merger conditions show progress before securityholder vote

The court timetable advances a transaction that has already cleared its first procedural hurdle. The WA Supreme Court previously ordered the scheme meetings to be convened, following the registration of the Scheme Booklet with ASIC and its dispatch to securityholders. The booklet set out the path to the 22 October merger vote, with the deal still dependent on securityholder, court and other approvals.

EUR said the condition concerning its unlisted options has been waived by agreement with CRML. The Millstone agreements have also been varied in a way that satisfies the relevant condition, while EUR’s present cash balance is above the amount required under the minimum cash condition.

Independent expert conclusion remains unchanged

The independent expert has not changed or withdrawn its conclusion as at the date of the announcement. That matters because the expert’s assessment remains part of the information base for securityholders considering the schemes, after its earlier report described the Share Scheme as not fair but reasonable and in shareholders’ best interests in the absence of a superior proposal. The related-party resolutions also remain among the approvals required for completion.

EUR said it was not aware of anything that would cause the remaining customary conditions, including those relating to a material adverse change or prescribed event affecting the company, not to be satisfied before the Second Court Hearing. That is an indication of the company’s current position, rather than confirmation that every condition has been finally discharged.

Votes and court order remain the immediate tests

The proposed transaction therefore remains live but incomplete. The 22 October meetings and General Meeting must first deliver the required approvals, followed by court approval of each scheme in a manner that satisfies section 3(a)(10) of the US Securities Act. If any outstanding condition is not satisfied or waived, EUR said it will need to postpone the hearing and announce a revised date.

For investors, the next few days compress the central questions into a narrow sequence: how securityholders vote, whether the related-party resolutions pass, and whether the court accepts the schemes. The 26 October hearing is the scheduled legal checkpoint, not yet the finish line.