Critical Metals to Acquire European Lithium in $835M All-Stock Deal
Critical Metals Corp would consolidate 100% ownership of the Tanbreez rare earth project in southern Greenland if the acquisition completes.
Key Points
- Critical Metals Corp (Nasdaq: CRML) has signed a letter of intent to acquire European Lithium (ASX: EUR) in an all-stock deal valued at approximately US$835 million.
- European Lithium shareholders will receive 0.035 CRML shares for each EUR share held; the US$835M figure is based on CRML’s unaffected closing price and the USD/AUD exchange rate as of April 22, 2026.
- Critical Metals intends to cancel the 45.5 million CRML shares (~34% of outstanding) currently held by European Lithium, materially reducing dilution and increasing public float.
- If completed, the deal would consolidate 100% ownership of the Tanbreez rare earth project in Greenland and bring European Lithium’s approximately US$219 million cash balance into the combined entity.
- The transaction is structured via two interdependent Schemes of Arrangement and is expected to close in the second half of 2026.
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Deal Overview
Critical Metals Corp announced on April 27, 2026 that it has signed a letter of intent to acquire all of the outstanding shares of European Lithium Ltd. The Proposed Transaction values European Lithium equity at approximately US$835 million based on Critical Metals’ unaffected closing share price and the US dollar to Australian dollar exchange rate as of the April 22, 2026 measurement date.
Under the proposed exchange ratio set out in the LOI, European Lithium shareholders would receive 0.035 Critical Metals shares for each European Lithium share held. The transaction is all-stock and remains subject to the negotiation of a definitive Scheme Implementation Deed.
Critical Metals’ flagship project is the Tanbreez Rare Earth Project in southern Greenland, described by the company as one of the world’s largest rare earth deposits, alongside the fully permitted Wolfsberg Lithium Project in Carinthia, Austria. European Lithium holds two material assets relevant to the deal: a 7.5% stake in Tanbreez, and 45,536,338 shares of Critical Metals representing approximately 34% of CRML’s outstanding shares.
Strategic Rationale
The transaction is built around three intertwined elements: cancellation of the cross-holding to limit dilution, consolidation of Tanbreez ownership, and balance sheet reinforcement. As of the measurement date, the cross-holding shares had a market value of approximately US$540 million, before any potential control block premium.
“The Proposed Transaction is a logical combination that has a compelling strategic rationale and is expected to create value for Critical Metals shareholders.”
— Critical Metals Corp, press release, April 27, 2026
Critical Metals stated it intends to cancel the cross-holding shares upon completion, which the company said would substantially reduce shareholder dilution from the deal while materially increasing the public float and trading liquidity. The cancellation also removes a 34% holder from the register that has, according to the company, conducted regular block trade dispositions of CRML shares at significant discounts to prevailing market prices.
Tanbreez consolidation is the second leg. By acquiring European Lithium’s 7.5% stake, Critical Metals would hold 100% of the project, which the company said will simplify ownership, decision-making and financing as Tanbreez advances toward a development decision.
Finally, European Lithium had approximately AUD$306 million (~US$219 million) of cash as of March 31, 2026, plus approximately US$11 million in marketable securities excluding the cross-holding. Critical Metals had a standalone cash balance of approximately US$124 million as of the same reporting period.
Transaction Structure and Timeline
The transaction will be implemented through two interdependent Schemes of Arrangement covering European Lithium’s outstanding shares and listed options, respectively. EUR shares will be exchanged for CRML shares at the 0.035 exchange ratio. EUR listed options will be transferred to Critical Metals in exchange for CRML ordinary shares calculated on a cashless-exercise basis tied to a 20-day VWAP of CRML stock.
European Lithium’s zero-dollar exercise price unlisted options (ZEPOs) are split into two treatments. The first 90 million ZEPOs (with vesting hurdles at A$0.50 and A$0.60 VWAP) will be cancelled in exchange for newly issued CRML shares at the exchange ratio. The remaining 180 million ZEPOs (with hurdles at A$0.70, A$0.80, A$0.90 and A$1.00 VWAP) will be exchanged for economically equivalent CRML securities carrying the same vesting conditions, with hurdle prices adjusted by the inverse of the exchange ratio.
| Term | Detail |
|---|---|
| Aggregate consideration | ~US$835 million (all-stock) |
| Exchange ratio | 0.035 CRML shares per EUR share |
| Cross-holding to be cancelled | 45,536,338 CRML shares (~34% of CRML) |
| EUR cash contribution | ~AUD$306M (~US$219M) at March 31, 2026 |
| EUR Tanbreez stake acquired | 7.5% (CRML to hold 100% on close) |
| Structure | Two interdependent Schemes of Arrangement |
| Expected close | Second half of 2026 |
| EUR scheme meeting | Expected Q3 2026 |
Closing is conditional on a binding Scheme Implementation Deed, EUR shareholder approval, EUR holding net cash and liquid assets of not less than AUD$330 million, cancellation deeds for the unlisted options and ZEPOs, regulatory and court approvals, and satisfactory due diligence by both parties. European Lithium has agreed to an exclusivity period during which it will not solicit competing proposals or issue debt, equity or equity-like securities.
Cantor Fitzgerald & Co. is acting as financial advisor to Critical Metals, with Cleary Gottlieb Steen & Hamilton as US legal advisor and Nova Legal as Australian legal advisor. European Lithium has engaged Poynton Stavrianou as financial advisor and Steinepreis Paganin as legal advisor.