Critical Metals announced it has signed a letter of intent to acquire European Lithium Ltd. in a proposed all-share transaction valued at approximately $835 million, as the company looks to strengthen its position in critical minerals and rare earth elements.
Under the proposed terms, European Lithium shareholders would receive 0.035 shares of Critical Metals for each share held. The deal remains subject to the execution of a definitive agreement, shareholder approvals, regulatory clearances, and other customary conditions.
The transaction is expected to deliver several strategic benefits, including the consolidation of ownership in the Tanbreez Rare Earth Project in Greenland. European Lithium currently holds a 7.5 percent stake in the project, and the acquisition would position Critical Metals to secure full ownership, simplifying development and financing decisions.
The deal also addresses an existing cross-shareholding structure, as European Lithium owns approximately 34 percent of Critical Metals’ outstanding shares. Upon completion, Critical Metals plans to cancel these shares, reducing dilution while increasing its public float and improving trading liquidity.
In addition, the acquisition would significantly strengthen Critical Metals’ balance sheet. European Lithium brings approximately AUD $306 million in cash, or about $219 million, along with additional marketable securities. Combined with Critical Metals’ existing cash position, the company expects to accelerate development of key assets, particularly as demand for rare earth elements grows across clean energy, defense, and advanced technology sectors.
The proposed transaction will be implemented through schemes of arrangement covering shares and listed options, with additional provisions for unlisted options and zero-exercise-price options. Completion is anticipated in the second half of 2026, with a shareholder meeting expected in the third quarter if a definitive agreement is finalized.
The acquisition reflects a broader push by Western-aligned companies to secure reliable sources of critical minerals essential for electrification and next-generation technologies, positioning Critical Metals to play a larger role in global supply chains.
Support: Cantor Fitzgerald & Co. is acting as financial advisor to Critical Metals, Cleary Gottlieb Steen & Hamilton LLP is acting as U.S. legal advisor to Critical Metals, Nova Legal is acting as Australian legal advisor to Critical Metals, Poynton Stavrianou is acting as financial advisor to European Lithium, and Steinepreis Paganin is acting as legal advisor to European Lithium.
