Critical Metals Corp. (Nasdaq: CRML) has signed a binding Scheme Implementation Deed to acquire all issued shares and listed options of European Lithium Ltd. (ASX: EUR), advancing its plan to consolidate ownership of the Tanbreez rare earth project in Greenland.
The transaction will be implemented through two interdependent schemes of arrangement under Australian law, with European Lithium shareholders to receive 0.035 Critical Metals shares for each share held. Completion remains subject to shareholder, regulatory and court approvals, with the deal targeted to close in the second half of 2026.
The acquisition represents a key strategic step for Critical Metals, enabling it to consolidate 100% ownership of the Tanbreez project by acquiring European Lithium’s remaining 7.5% interest. The transaction is also expected to simplify the ownership structure, streamline decision‑making, and strengthen the company’s ability to advance Tanbreez toward development.
European Lithium currently holds a significant equity position in Critical Metals, and the deal is structured to reduce this cross‑holding, improving capital markets positioning by increasing public float and enhancing share liquidity.
The transaction will also materially strengthen the company’s balance sheet. European Lithium brings a cash position of approximately A$306M (US$219M), which combined with Critical Metals’ existing cash, is expected to support accelerated development at Tanbreez in a tightening heavy rare earths market.
Tony Sage, chairman and CEO of Critical Metals, commented, “The execution of this binding agreement marks an important step forward in completing this strategic transaction. Consolidating Tanbreez under full ownership provides a clear pathway to advance one of the most significant heavy rare earth projects globally. On completion, Critical Metals is expected to be well‑funded and uniquely positioned as a leading developer in the sector, with strong exposure to growing demand from Western supply chains.”
Beyond ownership consolidation, the transaction removes a major shareholder overhang and is expected to improve the company’s market positioning with a broader and more liquid shareholder base.
Critical Metals continues to advance Tanbreez through ongoing technical work and development planning, with the acquisition expected to further support its progression toward a development decision.
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