All-Share Deal Worth $835M Brings Tanbreez Fully Under Critical Metals' Control as European Lithium Shareholders Get Nasdaq Exposure

Critical Metals Corp and European Lithium finalize a binding all-share merger to consolidate ownership of Greenland's Tanbreez rare earth deposit, valuing the combined entity at $835 million and offering European Lithium investors Nasdaq shares.

Critical Metals Corp and European Lithium have inked a binding merger pact that will hand the Nasdaq-listed group full ownership of the Tanbreez rare earth project in Greenland while offering European Lithium investors a stake in a US-traded vehicle. The all-share transaction, signed on May 18, 2026, values the combined entity at roughly $835 million.

Under the terms, European Lithium shareholders will receive 0.035 Critical Metals shares for each of their existing securities — implying a value of A$0.58 per European Lithium stock, a near 40% premium to the A$0.415 level at which the shares were suspended. Option holders will see their instruments converted on adjusted terms. Should a planned secondary listing in Australia not materialise, investors will receive directly tradeable Nasdaq shares instead.

The deal consolidates ownership of Tanbreez, a rare earth deposit in which both parties previously held stakes. With the merger, Critical Metals gains sole control, streamlining future decision-making and project financing. European Lithium is contributing roughly $219 million in cash to the combined group, liquidity that should accelerate mine development. The US Export-Import Bank has already indicated a non-binding credit line of $120 million for the project.

But the transaction is not without its complications. Tony Sage chairs both companies — a dual role that has drawn scrutiny. An independent committee representing minority shareholders has recommended acceptance of the offer, while the Australian Securities and Investments Commission is investigating possible disclosure breaches after media reports surfaced before the official announcement. The company maintains that talks became price-sensitive only once a non-binding letter of intent was signed in late April, and notes that Morgan Stanley's earlier reduction of its stake below the disclosure threshold had already stirred market uncertainty.

Operational challenges persist on both continents. In Greenland, a planned 150-tonne rock sample from Tanbreez still awaits a local operating permit. In Austria, European Lithium's Wolfsberg hard-rock lithium project suffered a setback when the federal administrative court overturned a key permit. The company has a long-term offtake agreement with a European carmaker for Wolfsberg, but the final investment decision has been pushed to at least the end of 2026. Management had targeted first lithium hydroxide production in 2027, though that timeline now depends on fresh approvals and construction financing.

Shareholder votes are scheduled for August or September 2026 at extraordinary general meetings, after which Australian court approval will be required to finalise the merger. Assuming all conditions are met, the combined entity is expected to be operational in the second half of the year.