0.045 CRML shares offered for each EUR share under scheme
European Lithium has set the exchange ratio for its proposed merger with Critical Metals Corp. at 0.045 CRML shares for each EUR share, after CRML’s reference price fell at or below the deal’s US$8 floor. Securityholders vote on the schemes tomorrow, with court approval and other conditions still outstanding.
- 0.045 CRML shares for each EUR share if the scheme proceeds
- CRML Scheme VWAP landed at or below the US$8.00 floor
- EUR and optionholder meetings scheduled for 22 October
- Final option scheme consideration expected on 28 October
- Small shareholders holding about 777 shares or fewer move to the cash sale facility
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CRML Share Ratio Hits Deal Floor
European Lithium Limited (ASX:EUR, FRA: PF8, OTC: EULIF) has fixed the most important economic term in its proposed takeover by Critical Metals Corp. (NASDAQ: CRML): shareholders will receive 0.045 new CRML shares for each EUR share if the Share Scheme is implemented. The ratio is the maximum available under the transaction formula, because CRML’s 20-day Scheme VWAP was at or below the US$8.00 floor price.
The exchange ratio arrives on the eve of the decisive vote. EUR’s General Meeting, Share Scheme Meeting and Option Scheme Meeting are scheduled for Thursday, 22 October, following the scheme booklet dispatch that put shareholders and optionholders on the path to a formal decision. Proxy lodgement has closed, although holders who change their minds can revoke a proxy before the relevant meeting or vote in person.
Fixed Ratio Leaves CRML Price as the Key Variable
The 0.045 figure is an exchange ratio, not a cash valuation. Its eventual value to EUR shareholders will therefore depend on the CRML share price, while the scheme remains subject to its outstanding conditions precedent. The filing does not disclose the exact Scheme VWAP, only that it was at or below the floor that triggered the maximum ratio.
That structure matters against the backdrop of an earlier independent fairness warning, which found the Share Scheme not fair but reasonable and in shareholders’ best interests absent a superior proposal. EUR’s Independent Board Committee continues to recommend the scheme on those qualifications, and the independent director intends to vote controlled holdings in favour, while the company says holders should consider the personal benefits disclosed in the Scheme Booklet.
Option Consideration Still Awaits Exchange Rate
Optionholders do not yet have a final number. Their consideration will be calculated under the cashless exercise formula using the 0.045 share ratio, the Scheme VWAP and the A$0.10 exercise price converted into US dollars. The exchange rate is due to be fixed on the second NASDAQ trading day before the Record Date, currently expected to be 27 October, with final Option Scheme Consideration expected on 28 October.
Small shareholders holding approximately 777 EUR shares or fewer at the Record Date, excluding ineligible holders, will receive their pro rata share of net cash proceeds through the sale facility rather than new CRML shares. The transaction’s next hard tests are the votes, the 26 October court hearing already scheduled for scheme approval and the remaining conditions precedent.
Bottom Line?
The ratio is now known, but the outcome still turns on shareholder votes, court approval, CRML’s trading value and the final option calculation.
Questions in the middle?
- Will EUR shareholders approve a scheme whose exchange ratio is capped at the deal floor?
- What CRML share price and Australian-US exchange rate will determine the practical value delivered at implementation?
- Will the 22 October votes and subsequent court process clear every remaining condition before the proposed transaction timetable advances?
Sources
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Share Scheme Transaction Ratio (opens in a new tab)Verified source. European Lithium Limited · 21 Oct 2026
