Critical Metals Signs Definitive Agreement to Acquire European Lithium
Rhea-AI Summary
Critical Metals (Nasdaq: CRML) signed a binding Scheme Implementation Deed to acquire all shares and listed options of European Lithium (ASX: EUR) via two Australian schemes of arrangement.
The deal aims to consolidate 100% of the Tanbreez rare earth project, reduce cross‑shareholdings, increase CRML’s public float, and combine cash balances of about US$343 million, subject to conditions including European Lithium shareholder approval, minimum AUD$330 million net cash and required regulatory and court approvals, with completion targeted for the second half of 2026.
Positive
- Acquisition of European Lithium via share-based schemes at 0.035 CRML shares per EUR share
- Consolidation of 100% ownership of the Tanbreez rare earth project in Greenland
- Elimination of European Lithium’s 31% CRML stake, increasing free float and market-based control
- Combined pro forma cash of about US$343 million to advance Tanbreez and other projects
- Planned reduction of 45,536,338 CRML cross-holding shares, limiting incremental dilution
- Conversion and restructuring of up to 270,000,000 ZEPOs into CRML equity and equivalents
Negative
- Issuance of new CRML shares to EUR shareholders and optionholders, creating equity dilution
- Transaction completion subject to European Lithium shareholder approval and court approvals
- Condition requiring EUR to hold at least AUD$330 million net cash and liquid assets
- Deal exposed to risks of material adverse changes and required regulatory consents
- Expected closing only in second half of 2026, extending execution and integration timeline
News Market Reaction – CRML
In the May 18 session, CRML declined 5.99%, reflecting a notable negative market reaction. Argus tracked a trough of -8.4% from its starting point during tracking. Our momentum scanner triggered 31 alerts that day, indicating elevated trading interest and price volatility.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Previous Acquisition Reports
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| May 05 | Acquisition approval | Positive | +3.1% | Greenland government approval for 70% acquisition of 60° North ApS. |
| Apr 30 | Tanbreez stake closed | Positive | +11.9% | Closing of final 50.5% Tanbreez interest, taking ownership to 92.5%. |
| Apr 27 | EUR acquisition LOI | Positive | +25.5% | Proposed acquisition of European Lithium to cancel cross‑holding and gain 7.5% Tanbreez. |
| Mar 23 | 60° North deal | Positive | +7.0% | Agreement to acquire majority of 60° North Greenland ApS for local capacity. |
| Jan 12 | Assay lab acquisition | Positive | -1.4% | Purchase of mobile geochemical analysis centre to accelerate Tanbreez assays. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Acquisition-related announcements have generally been followed by positive reactions, with 4 aligned up-moves and 1 divergence over the last five tagged events.
Over recent months, CRML has used acquisitions to build out the Tanbreez ecosystem. On Jan 12, it bought an integrated assay lab to speed drilling data, followed by a Mar 23 deal for 60° North Greenland ApS to add local capabilities. By Apr 30, CRML closed the final 50.5% Tanbreez stake, lifting ownership to 92.5% and flagging a potential European Lithium deal. A May 5 Greenland approval for 60° North further advanced execution. Today’s definitive agreement with European Lithium fits this ongoing Tanbreez consolidation strategy.
Key Terms
scheme implementation deed regulatory
schemes of arrangement regulatory
vwap technical
listed options financial
unlisted options financial
zero-dollar exercise price financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
NEW YORK, May 18, 2026 (GLOBE NEWSWIRE) -- Critical Metals Corp. (Nasdaq: CRML) (“Critical Metals Corp.” or the “Company”), further to its news release on April 27, 2026, today announced the execution of a binding Scheme Implementation Deed under which Critical Metals will acquire all of the issued shares and listed options of European Lithium Ltd. (ASX:EUR) ("European Lithium") by way of two interdependent schemes of arrangement under Australian law (the "Transaction").
Critical Metals’ Chief Executive Officer and Executive Chairman Mr. Tony Sage commented, “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
Transaction Rationale
The Transaction is a logical combination that has a compelling strategic rationale and is expected to create value for Critical Metals shareholders.
- Minimize Critical Metals Dilution and Increase Critical Metals Public Float:
- European Lithium owns 45,536,338 shares of Critical Metals (the “Cross-holding Shares”), representing approximately
31% of Critical Metals outstanding shares. Upon completion of the Transaction, Critical Metals intends to minimize the Cross-holding Shares which will substantially reduce the associated Critical Metals shareholder dilution resulting from the Transaction yet materially increase Critical Metals’ public float which is expected to augment Critical Metals’ already strong trading liquidity profile.
- European Lithium owns 45,536,338 shares of Critical Metals (the “Cross-holding Shares”), representing approximately
- Consolidation of Tanbreez Ownership:
- European Lithium owns
7.5% of the Tanbreez Rare Earth Project in Greenland (“Tanbreez”) and following completion of the Transaction, Critical Metals is positioned to consolidate100% of Tanbreez, which will simplify the ownership, decision making and financing strategy for Tanbreez as it is advanced towards development.
- European Lithium owns
- Fortification of Critical Metals' Balance Sheet:
- European Lithium has a cash balance of approximately AUD
$306 million (approximately US$219 million ) as of March 31, 2026, and Critical Metals, which currently has a standalone cash balance of approximately US$124 million , will have a robust balance sheet to accelerate the development of Tanbreez into a strong rare earth market that requires new sources of heavy rare earth elements from Western allied nations. In addition, excluding the Cross-holding Shares, European Lithium currently holds marketable securities with a market value of approximately US$18 million .
- European Lithium has a cash balance of approximately AUD
Transaction Benefits for Critical Metals Shareholders
- Improved Capital Markets and Optimal Pro Forma Ownership:
- Removes overhang from regular block trade dispositions of Critical Metals shares by European Lithium at significant discounts to the prevailing market price.
- Critical Metals’ expected reduction of the Cross-holding Shares substantially reduces the associated shareholder dilution resulting from the Transaction, yet materially increases Critical Metals’ public float, which is expected to augment Critical Metals’ already strong trading liquidity profile.
- Removal of Large Shareholder
- Removes a shareholder with
31% ownership from the shareholder register and puts control of Critical Metals in the market, which may make Critical Metals more attractive to future potential strategic investors and/or future potential acquirers.
- Removes a shareholder with
100% Ownership of Tanbreez- Positioned to consolidate
100% ownership of Tanbreez by acquiring European Lithium’s7.5% stake.
- Positioned to consolidate
- Peer Group-Leading Balance Sheet Strength
- Provides substantial additional cash from European Lithium to advance the development of Tanbreez and other projects.
- Provides substantial additional cash from European Lithium to advance the development of Tanbreez and other projects.
Transaction Details
The Transaction will be implemented by way of two interdependent Schemes of Arrangement under Australian law in relation to European Lithium’s shares and listed options respectively.
Pursuant to the Transaction, European Lithium shareholders will receive 0.035 shares of Critical Metals for each European Lithium share held (the “Exchange Ratio”).
European Lithium’s outstanding listed options (“EUR Options”) will be transferred to Critical Metals in exchange for a number of Critical Metals shares equal to the Exchange Ratio minus a fraction, the numerator of which is the option’s exercise price and the denominator of which is the a 20-day VWAP of Critical Metal’s share price prior to the record date of the schemes.
European Lithium’s zero-dollar exercise price unlisted options (“ZEPOs”) will be treated as follows:
- The ZEPO tranches (totaling 90,000,000 ZEPOs) consisting of: (i) 45,000,000 ZEPOs vesting upon European Lithium’s VWAP exceeding A
$0.50 for 20 consecutive trading days, and (ii) 45,000,000 ZEPOs vesting upon the European Lithium’s VWAP exceeding A$0.60 for 20 consecutive trading days will be cancelled in consideration for newly issued Critical Metals ordinary shares, with the number to be issued calculated using the Exchange Ratio; and - The remaining ZEPO tranches (totaling 180,000,000 ZEPOs) consisting of: (i) 45,000,000 ZEPOs vesting upon European Lithium’s VWAP exceeding A
$0.70 for 20 consecutive trading days, (ii) 45,000,000 ZEPOs vesting upon the European Lithium’s VWAP exceeding A$0.80 for 20 consecutive trading days, (iii) 45,000,000 ZEPOs vesting upon European Lithium’s VWAP exceeding A$0.90 for 20 consecutive trading days, and (iv) 45,000,000 ZEPOs vesting upon European Lithium’s VWAP exceeding A$1.00 for 20 consecutive trading days will be exchanged for newly issued economically equivalent securities issued by Critical Metals (with the quantum of such securities calculated by multiplying the number of ZEPOs by the Exchange Ratio), with such Critical Metals securities having the same vesting conditions (subject only to adjustments in the case of share price targets, calculated by multiplying the various share price targets by the inverse of the Exchange Ratio) and the same expiration dates as the existing ZEPOs.
Completion of the Transaction is conditional upon a number of items, including, without limitation, the approval of the shareholders of European Lithium, European Lithium having a net cash and liquid assets balance of not less than AUD
The above description of the Transaction is not complete and qualified in all respect by the Schemes of Arrangement.
The Transaction is expected to be completed in the second half of 2026. A scheme meeting of the shareholders of European Lithium is expected to be held in the third quarter of 2026 to approve the Proposed Transaction.
Critical Metals has engaged Cantor Fitzgerald & Co. as its financial advisor, Cleary Gottlieb Steen & Hamilton LLP as its U.S. legal advisor and Nova Legal as its Australian legal advisor in respect of the Proposed Transaction. European Lithium has engaged Poynton Stavrianou as its financial advisor and Steinepreis Paganin as its legal advisor in respect of the Proposed Transaction.
ABOUT CRITICAL METALS CORP.
Critical Metals Corp (Nasdaq: CRML) is a leading mining development company focused on critical metals and minerals, and producing strategic products essential to electrification and next-generation technologies for Europe and its Western world partners. Its flagship Project, Tanbreez, is one of the world's largest, rare-earth deposits and is located in Southern Greenland. The deposit is expected to have access to key transportation outlets as the area features year-round direct shipping access via deep water fjords that lead directly to the North Atlantic Ocean.
Another key asset is the Wolfsberg Lithium Project located in Carinthia, 270 km south of Vienna, Austria. The Wolfsberg Lithium Project is the first fully permitted mine in Europe and is strategically located with access to established road and rail infrastructure and is expected to be the next major producer of key lithium products to support the European market. Wolfsberg is well positioned with offtake and downstream partners to become a unique and valuable asset in an expanding geostrategic critical metals portfolio. With this strategic asset portfolio, Critical Metals Corp is positioned to become a reliable and sustainable supplier of critical minerals essential for defense applications, the clean energy transition, and next-generation technologies in the western world.
For more information, please visit https://www.criticalmetalscorp.com/.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements may include expectations of our business and the plans and objectives of management for future operations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this news release, forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “designed to” or other similar expressions that predict or indicate future events or trends or that are not statements of historical facts. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.
Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements for many reasons, including the factors discussed under the “Risk Factors” section in the Company’s Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission. These forward-looking statements are based on information available as of the date of this news release, and expectations, forecasts and assumptions as of that date, involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Critical Metals Corp.
Investor Relations: ir@criticalmetalscorp.com
Media: pr@criticalmetalscorp.com
