Critical Metals (CRML) has signed a letter of intent (LoI) to acquire all outstanding shares of European Lithium in a transaction valued at approximately $835m.
The proposed transaction will be contingent upon signing a definitive agreement.
European Lithium currently holds a 34% stake in CRML, valued at $540m.
Post-transaction, the 45,536,338 shares it owns will be cancelled, mitigating shareholder dilution.
Acquiring European Lithium’s 7.5% interest in the Tanbreez Rare Earth Project in Greenland will enable CRML to consolidate full ownership of the project.
This consolidation aims to streamline decision-making and financing strategies for Tanbreez.
European Lithium reported a cash balance of nearly $219.7m as of March 2026, complementing CRML’s $124m.
This merger aims to bolster the development of Tanbreez and other projects, with an emphasis on supplying heavy rare earth elements from Western nations.
The transaction will proceed through two interdependent schemes of arrangement concerning European Lithium’s shares and listed options.
European Lithium’s listed options will be exchanged for CRML shares.
Completion of the transaction depends on several conditions including the negotiation of a binding scheme implementation deed, shareholder approval, regulatory consents and satisfactory due diligence.
An exclusivity period has been agreed upon during which European Lithium will not consider alternative acquisition proposals.
The transaction is expected to finalise in the latter half of 2026, following anticipated shareholder approval meetings.
CRML has appointed Cantor Fitzgerald as its financial advisor, with Cleary Gottlieb Steen & Hamilton handling US legal matters and Nova Legal dealing with Australian legal affairs for the proposed transaction.
European Lithium has selected Poynton Stavrianou for financial advice and Steinepreis Paganin for legal counsel for the transaction.
In December 2025, CRML signed a term sheet for a 50/50 joint venture with Fabrica de Prelucrare a Concentratelor de Uraniu, a Romanian state-owned entity, to establish a fully integrated European rare earth supply chain.
