Critical Metals Consolidates Greenland Rare Earths With $835 Million All-Share Takeover

Critical Metals Corp. buys European Lithium for $835M in stock, gaining full control of the Tanbreez rare earths project in Greenland and resolving a complex ownership structure.

Critical Metals Corp. has unveiled plans to acquire European Lithium in an all-share deal valued at roughly $835 million, a transaction that would hand the buyer full ownership of the Tanbreez rare earths project in southern Greenland. The announcement, made on April 27, 2026, ended a week-long trading halt on European Lithium’s shares, which resumed trading on the Australian Securities Exchange on the same day.

Under the terms of the non-binding agreement, European Lithium shareholders will receive 0.035 Critical Metals shares for each share they hold. The valuation was pegged to closing prices on April 22, 2026. Prior to the halt, European Lithium had been trading at A$0.285, having surged roughly 30 percent in the preceding seven trading sessions.

A Tangled Ownership Structure Untangled

The deal resolves an unusually intertwined corporate setup. European Lithium currently holds approximately 34 percent of Critical Metals, making it the buyer’s largest single shareholder. Upon completion of the merger, Critical Metals plans to cancel those shares immediately, eliminating a persistent overhang that had weighed on its stock price. European Lithium had regularly sold down its Critical Metals stake at steep discounts, creating selling pressure that will now vanish.

The combined entity would boast a pro-forma cash position of around $343 million. European Lithium brings roughly $219 million in cash to the table, while Critical Metals adds another $124 million. That liquidity cushion is seen as critical for advancing Tanbreez, which is among the largest undeveloped heavy rare earths deposits outside China.

Tanbreez at the Center

Critical Metals already owns 92.5 percent of Tanbreez; European Lithium holds the remaining 7.5 percent. The acquisition would give Critical Metals complete control over the asset. A preliminary economic study valued the project at $3 billion, underpinned by a resource base of 4.7 billion tonnes. Offtake agreements already cover 75 percent of planned production, and the U.S. Export-Import Bank has committed $120 million in financing. First production is targeted for the fourth quarter of 2028 or the first quarter of 2029.

The overlapping leadership between the two companies — Tony Sage serves as CEO of Critical Metals and executive chairman of European Lithium — is expected to smooth integration.

Conditions and Timeline

The deal remains subject to several conditions: a definitive agreement must be signed, European Lithium shareholders must vote in favor, and regulatory and court approvals in Australia are required. A key condition stipulates that European Lithium must maintain net cash of at least A$330 million at closing.

A shareholder meeting is slated for the third quarter of 2026, with completion expected in the second half of the year. European Lithium has already taken steps to clean up its capital structure, canceling 30 million outstanding performance rights on April 21, 2026, by mutual agreement — a move that reduces potential dilution for existing holders.

Critical Metals shares rose more than 7 percent on the announcement day, closing at roughly $12.32. Whether the $3 billion project valuation holds up will depend on the ongoing due diligence process.