Critical Metals seeks full control of heavy rare earths Tanbreez project in $835m deal
Nasdaq-listed Critical Metals Corporation has signed a letter of intent to acquire all the outstanding shares of ASX-listed European Lithium in a deal valued at $835-million.
The deal will afford Critical Metals 100% ownership of the Tanbreez rare earths project, in Greenland, up from its current 92.5% stake, should Critical Metals proceed in taking over European Lithium’s 7.5% stake in the project.
Critical Metals currently holds a market capitalisation of $1.45-billion and has seen its stock prices rise by 638% over the past year.
Under the proposed transaction, European Lithium shareholders will receive 0.035 shares of Critical Metals for each European Lithium share held.
European Lithium currently owns 45-million shares of Critical Metals, representing a 34% shareholding. These cross-holding shares had a market value of $540-million as of April 22. Critical Metals intends to cancel these shares upon completion of the transaction.
The transaction will be implemented through two interdependent Schemes of Arrangement covering European Lithium’s shares and listed options. European Lithium’s outstanding listed options and zero-dollar exercise price unlisted options will be converted to Critical Metals shares based on specified formulas.
Completion is conditional on several items, including negotiation of a binding Scheme Implementation Deed, approval by European Lithium shareholders, and European Lithium maintaining net cash and liquid assets of at least A$330-million.
The transaction is expected to close in the second half of 2026, with a shareholder meeting anticipated in the third quarter of 2026.
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