European Lithium has completed the shareholder and optionholder meetings on Critical Metals Corp.’s proposed acquisition, but the verified poll results were not included in the announcement. Proxy votes showed overwhelming support for both schemes, leaving Court approval and final conditions as the next hurdles.
- Share scheme polls closed without final verified results
- 449.27 million shares voted in favour by proxy
- 184.58 million options voted in favour by proxy
- Shareholders would receive 0.045 CRML shares per EUR share
- Supreme Court hearing scheduled for 26 October
European Lithium closes two votes without releasing final results
European Lithium Limited (ASX:EUR, FRA: PF8, OTC: EULIF) has closed the polls on its proposed acquisition by Critical Metals Corp. (NASDAQ: CRML), taking the transaction to its next legal checkpoint without yet disclosing the verified voting outcomes.
The Share Scheme Meeting and Option Scheme Meeting were held in Western Australia on 22 October. Computershare was still required to verify votes cast at the meetings and combine them with proxies before EUR announced the results to ASX. Until that disclosure, the transaction cannot be treated as approved by securityholders.
Proxy votes point to substantial support
Proxy support was strong. For the share scheme, 187 shareholders representing 450.71 million EUR shares, or 25.87% of issued capital, submitted proxies. Of those shares, 449.27 million were directed in favour, 203,601 against, 1.24 million were open and 204,140 abstained.
Optionholders delivered an even clearer proxy signal: 61 holders representing 184.58 million options, or 81.57% of the options on issue, voted in favour, with no votes against, open votes or abstentions recorded in the proxies. That support is not the final poll result, however, and the required voting thresholds still have to be confirmed.
CRML share consideration is fixed at 0.045 per EUR share
If the Share Scheme becomes effective, each EUR shareholder will receive 0.045 new CRML shares for every EUR share held on the expected 29 October record date. The ratio is the maximum ratio under the transaction because CRML’s Scheme VWAP was at or below the US$8.00 floor. The fixed exchange ratio had been set in the placeholder.
That ratio was announced before the meetings and is distinct from the option consideration, which will be calculated under a cashless exercise formula. EUR said the final number of CRML shares payable for each listed option is expected to be announced on 28 October, after the exchange rate for the option exercise price is fixed.
Court approval is the next decisive step
The schemes are inter-conditional: the Share Scheme depends on approval of the Option Scheme, while the Option Scheme depends on the Share Scheme becoming effective. The transaction also requires the relevant related-party resolutions, Court approval and satisfaction or waiver of the remaining conditions precedent.
The Supreme Court of Western Australia is scheduled to consider the schemes at 10:00am AWST on 26 October. If approved, EUR expects the schemes to become effective on 27 October, with EUR shares and options expected to be suspended from trading after the close that day and implementation targeted for 5 November.
The immediate information gap is therefore narrow but material: the proxy figures suggest strong support, while the verified poll results will determine whether the transaction can proceed to the Court hearing. Until EUR releases those results, the merger remains a proposed transaction rather than a completed vote.
Bottom Line?
The proxy numbers make approval look plausible, but the verified poll results and the 26 October Court hearing remain the two immediate gates before the proposed 5 November implementation.
Questions in the middle?
- Did the votes cast at the meetings preserve the strong support shown in the proxies?
- Will the Supreme Court approve both inter-conditional schemes on 26 October?
- What final CRML share entitlement will EUR optionholders receive after the exchange rate is fixed?