European Lithium Ltd has entered a binding scheme implementation agreement with Critical Metals Corp (CRML) in an all‑scrip transaction set to create a global critical minerals powerhouse.
Under the deal, CRML will acquire 100 per cent of European Lithium’s issued share capital and its listed options. European Lithium shareholders are set to receive 0.035 new CRML shares for every individual EUR share held.
The transaction effectively consolidates 100 per cent ownership of the Tanbreez rare earths project in Greenland within CRML.
Prior to the agreement, CRML held a 92.5 per cent stake in the asset, while EUR held a 7.5 per cent direct interest alongside a 31 per cent shareholding in CRML itself.
The consolidation of ownership of Tanbreez will simplify the ownership, decision making and financing strategy as it advances towards a development decision.
Upon implementation of the deal, EUR shareholders will own approximately 41 per cent of the combined CRML group, maintaining significant exposure to both Tanbreez and CRML’s wholly owned Wolfsberg lithium project in Austria.
To ensure seamless trading continuity for Australian investors, CRML is actively evaluating a secondary listing on the ASX via CHESS Depository Interests (CDIs).
European Lithium Director Michael Carter said the offer delivers a strong outcome for shareholders.
“The CRML offer represents compelling value for EUR securityholders, and subject to the findings of the independent expert, the IBC will recommend that EUR securityholders vote in favour of the proposed schemes of arrangement, in the absence of a superior proposal,” Carter said.
Each member of the EUR board has recommended that shareholders vote in favour of the share scheme.
A comprehensive scheme booklet is expected to be dispatched to investors by August 2026, with scheme meetings to be held in August or September. If approved, the schemes are expected to be implemented at that time.
