PERTH: European Lithium Ltd. (ASX: EUR) said Tuesday it has entered into a binding agreement to be acquired by Nasdaq-listed Critical Metals Corp. (NASDAQ: CRML) in a recommended scheme of arrangement valued at approximately A$0.58 per EUR share, representing a 137% premium to the company’s last undisturbed closing price.
Under the terms of the scheme implementation deed, EUR shareholders will receive 0.035 new CRML shares for each EUR share they hold. The consideration may be delivered either as direct CRML shares or as CHESS Depository Interests, or CDIs, on the Australian Securities Exchange.
The transaction consolidates full ownership of the Tanbreez Rare Earths Project in Greenland, one of the world’s largest rare earth deposits, under CRML. European Lithium currently holds a 7.5% direct interest in Tanbreez and a 31% stake in CRML. Upon completion, CRML will own 100% of Tanbreez.
CRML also holds 100% of the Wolfsberg Lithium Project in Austria, a strategically significant lithium asset with a completed definitive feasibility study.
The combination gives EUR shareholders a pro-forma ownership stake of about 41% in the combined group.
“The CRML offer represents compelling value for EUR securityholders,” said Michael Carter, chair of EUR’s independent board committee. “Subject to the findings of the independent expert, the committee will recommend that securityholders vote in favor of the proposed schemes.”
Under the parallel option scheme, holders of EUR listed options will receive CRML shares on a cashless exercise basis, reflecting the in-the-money value of their options based on CRML’s 20-day volume-weighted average price prior to closing.
The deal includes a A$12 million reimbursement fee payable by either party under specified circumstances, including a superior proposal or material breach of the agreement.
The schemes require approval from the Australian court, the Australian Securities and Investments Commission, and the ASX. They also require a favorable report from independent expert Nexia Perth Corporate Finance Pty Ltd.
CRML is considering a secondary listing on the ASX to allow Australian shareholders to trade the new CDIs on the local bourse.
The scheme booklet is expected to be dispatched to shareholders in July or August 2026, with scheme meetings and implementation targeted for August or September 2026. The transaction has a long-stop date of Dec. 31, 2026.
Cantor Fitzgerald LP is acting as financial adviser to CRML, while Poynton Stavrianou is advising EUR.
Both companies have overlapping board members, including Antony Sage, Malcolm Day and Mykhailo Zhernov. Those directors recused themselves from the independent committee’s deliberations.
The announcement does not constitute an offer of securities in the United States. The securities will be issued in reliance on an exemption from registration under Section 3(a)(10) of the U.S. Securities Act of 1933, subject to court approval.
European Lithium is an exploration and development company with lithium assets in Austria, Ukraine and Ireland, as well as a rare earth project in Greenland.
Critical Metals Corp. is a mining development company focused on critical metals, with flagship projects in Greenland and Austria.
