(P1) Critical Metals Corp. (Nasdaq: CRML) has announced a proposed acquisition of European Lithium Ltd. (ASX: EUR) in a deal valued at approximately $835 million, a move that will consolidate its ownership of the Tanbreez Rare Earth Project in Greenland.
(P2) "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. said in a statement.
(P3) Under the terms of the letter of intent, European Lithium shareholders will receive 0.035 shares of Critical Metals for each share they hold. The deal will also see Critical Metals cancel the 45,536,338 shares of CRML that European Lithium currently owns, which represents about 34% of Critical Metals' outstanding shares and was valued at $540 million as of April 22, 2026. This move is expected to reduce shareholder dilution and increase the public float of Critical Metals.
(P4) The acquisition is expected to close in the second half of 2026, subject to the signing of a definitive agreement, shareholder and regulatory approvals. The transaction will give Critical Metals access to European Lithium's AUD$306 million cash balance and consolidate ownership of the Tanbreez project, simplifying its development and financing.
The deal will fortify Critical Metals' balance sheet, combining its standalone cash of approximately $124 million with European Lithium's cash and marketable securities. This financial strength is intended to accelerate the development of the Tanbreez project. European Lithium also holds marketable securities valued at approximately $11 million.
The transaction is structured as two interdependent Schemes of Arrangement, covering European Lithium’s shares and listed options. A key condition for the deal's completion is that European Lithium must maintain a net cash and liquid assets balance of at least AUD$330 million.
Cantor Fitzgerald & Co. is serving as the financial advisor to Critical Metals, with Cleary Gottlieb Steen & Hamilton LLP and Nova Legal providing legal counsel. European Lithium has engaged Poynton Stavrianou as its financial advisor and Steinepreis Paganin as its legal advisor.
This article is for informational purposes only and does not constitute investment advice.
