Critical Metals Corp has moved to lock in a major strategic expansion.

 

The company has announced the execution of a binding Scheme Implementation Deed to acquire all issued shares and listed options of European Lithium Ltd through dual schemes of arrangement under Australian law.

 

The transaction marks a full consolidation of assets between the two firms, with Critical Metals set to absorb European Lithium’s equity and option structure in a single interdependent deal.

 

Critical Metals’ Chief Executive Officer and Executive Chairman Tony Sage said, “The market reaction to this acquisition on April 27 was very positive and we are pleased to execute the binding definitive agreement. This is a logical transaction that has a strong strategic rationale and offers clear, material benefits to Critical Metals shareholders. 

 

"I am delighted to see Tanbreez’s ownership consolidated under a single legal owner and for Critical Metals to be very well-funded so that Tanbreez can be rapidly advanced into a strong rare earth market for the benefit of shareholders and other stakeholders. 

 

"I strongly believe that upon completion of this transaction, Critical Metals will be uniquely positioned as a leading heavy rare earths developer that benefits from owning 100% of the highly strategic Tanbreez project, as well as having peer-group leading strong balance sheet, a diversified global shareholder base and a highly liquid stock on the NASDAQ in the United States.”

 

The companies say the deal is designed to simplify ownership, strengthen financing capacity, and eliminate structural overhangs that have weighed on trading dynamics.

 

European Lithium currently holds 45,536,338 Critical Metals shares, representing roughly 31% of Critical Metals’ outstanding equity. That cross-holding is expected to be significantly reduced after completion, a move the companies say will cut dilution while expanding Critical Metals’ public float and liquidity.

 

The acquisition also delivers a critical mineral asset consolidation: European Lithium’s 7.5% stake in the Tanbreez Rare Earth Project in Greenland will roll into Critical Metals’ portfolio, giving the company full ownership of Tanbreez upon completion.

 

The companies emphasize that the combined group will also benefit from a significantly strengthened balance sheet. European Lithium holds approximately AUD$306 million (about US$219 million) in cash as of March 31, 2026, while Critical Metals holds around US$124 million. European Lithium also owns approximately US$18 million in marketable securities.

 

Under the terms of the transaction, European Lithium shareholders will receive 0.035 Critical Metals shares for each European Lithium share held (the “Exchange Ratio”).

 

Listed European Lithium options will be converted into Critical Metals shares using a formula tied to the Exchange Ratio and a 20-day VWAP of Critical Metals stock prior to the record date.

 

Unlisted zero-dollar exercise price options (ZEPOs) will be split into two tranches: one portion cancelled in exchange for Critical Metals shares, and the remainder exchanged for economically equivalent securities that retain vesting conditions and adjusted price targets.