European Lithium completes takeover as investors transition to Critical Metals

Critical Metals takes full ownership of European Lithium

European Lithium Limited (ASX:EUR, FRA: PF8, OTCQX: EULIF) has crossed the transaction’s final operational hurdle: its share and option schemes have been implemented, and all EUR shares have been transferred to Critical Metals Corp (NASDAQ: CRML). European Lithium is now a wholly owned subsidiary of CRML.

The completion delivers the outcome set out in the scheme documents after the Supreme Court merger approval and subsequent regulatory steps cleared the way for implementation. EUR shares and options have been suspended from ASX trading since the close of 27 October.

Shareholders receive CRML stock instead of EUR shares

Eligible scheme participants have been issued 0.045 new CRML shares for every EUR share held at the 29 October record date. Eligible optionholders receive 0.0353158621 CRML shares for each EUR option, matching the ratio detailed in the company’s final option conversion ratio. Entitlements have been rounded under the scheme rules.

The announcement does not disclose the total number or market value of CRML shares issued. The securities sit directly on CRML’s US share register in uncertificated, book-entry form rather than on the ASX CHESS system, a structural change that matters more to former EUR holders than the arithmetic of the exchange ratio.

Nasdaq trading brings a practical transfer hurdle

The new CRML shares are expected to begin trading on Nasdaq on 6 November, New York time. Former EUR holders cannot trade them until they receive their Direct Registration System statement, and they will need a broker capable of accepting DRS-held securities and executing Nasdaq trades.

Electronic DRS statements are expected to reach holders who elected that option by 9 November, while other statements are expected to be posted by 10 November. The company cautions that not all Australian brokers can handle this form of transfer or US trading, leaving some investors with an administrative gap between receiving their replacement securities and being able to transact in them.

ASX delisting marks the end of EUR trading

EUR has requested removal from the ASX Official List, expected to take effect from 10:00am AEDT on 6 November, subject to ASX processing. The company also plans to request delisting from the Frankfurt Stock Exchange and the OTCQB market in the United States.

Shares that would otherwise have gone to ineligible holders, small holders and electing holders have instead been issued to a sale agent. Those securities are to be sold on Nasdaq within 25 business days of implementation, with the resulting net cash proceeds paid to the relevant holders in Australian dollars. Separately, most EUR unlisted options and performance rights covered by cancellation deeds have been cancelled, with CRML shares or warrants issued where applicable; 23,016 EUR unlisted options will remain on the EUR register.