Critical Metals to Swallow European Lithium in $835 Million All-Stock Deal That Simplifies a Tangled Corporate Web

Critical Metals Corp. plans to acquire European Lithium for $835M, simplifying cross-ownership and funding Greenland rare earths and Austrian lithium projects.

The consolidation of Greenland’s Tanbreez rare earths project has set the stage for a far bigger prize: the complete absorption of European Lithium by its own largest shareholder.

Critical Metals Corp. confirmed on April 30 that it had closed the transfer of a 50.5% stake in Tanbreez Mining Greenland, pushing its total holding to 92.5%. The transaction was funded by the issuance of 14.5 million new shares, leaving European Lithium with a residual 7.5% direct interest in the Greenland asset.

But the closing was merely the overture. Simultaneously, the two companies signed a non-binding letter of intent for Critical Metals to acquire European Lithium outright in an all-share deal valued at roughly $835 million. Under the proposed terms, European Lithium shareholders would receive 0.035 Critical Metals shares for each of their own, based on closing prices from April 22.

The real prize is structural simplicity. European Lithium currently owns about 34% of Critical Metals’ outstanding stock, making it the U.S.-listed company’s single largest shareholder. That cross-holding — a legacy of earlier project financing — has created a governance knot that the merger is designed to untie. Critical Metals plans to cancel the roughly 45.5 million shares held by European Lithium upon completion, sharply reducing the post-merger share count and eliminating a dominant blockholder.

“This removes a layer of complexity that has weighed on decision-making and financing flexibility,” the companies indicated in their joint announcement.

The combined entity would also inherit a formidable cash pile. European Lithium ended March with roughly $219 million in the bank, while Critical Metals held about $124 million. Together, that war chest of roughly $343 million would fund development of Tanbreez — one of the largest undeveloped heavy rare earth deposits outside China — as well as the Wolfsberg lithium project in Austria.

Tanbreez, located in southern Greenland, contains elements such as terbium and dysprosium, which are critical for electric vehicles, energy infrastructure, and defense systems. Western governments have been pushing to develop supply chains independent of China, which dominates rare earth processing, lending the project strategic weight beyond its balance sheet.

The deal remains non-binding. A definitive agreement must still be negotiated, followed by a shareholder vote at European Lithium, expected in the third quarter of 2026. Closing is targeted for the second half of the year.

For European Lithium, the transaction represents an exit from a structure where it has been both a major investor in and a minority partner of Critical Metals. The company’s cash position and its stake in Critical Metals gave it leverage in the negotiations, but the merger would fold it entirely into the Nasdaq-listed group.

The combined platform would create a new player in the critical minerals space, with the balance sheet to push Tanbreez toward production and secure offtake agreements. The simplified ownership structure is also expected to make it easier to attract future partners and project financing.