Critical Metals has proposed to acquire Australian-listed European Lithium in an all-stock transaction valued at approximately $835 million, in a deal designed to consolidate full ownership of its Tanbreez rare earth project in Greenland while eliminating its largest shareholder from its register.
Under a letter of intent announced on Monday, Critical Metals is offering 0.035 of a common share for each European Lithium share, based on closing prices and exchange rates on 22 April. Shares in Critical Metals rose 5% on the announcement, lifting its market capitalisation to $1.5 billion. The company described the combination as a logical transaction that creates minimal dilution for its own shareholders while increasing its public float.
European Lithium currently owns approximately 34% of Critical Metals’ outstanding shares, which carried a market value of $540 million as of 22 April. Upon completion of the deal, Critical Metals intends to cancel those shares — removing a dominant holder from its register and, the company says, making it more attractive to future strategic investors and potential acquirers.
The transaction would also transfer to Critical Metals the remaining 7.5% interest in Tanbreez previously held by European Lithium, bringing its ownership of the project to 100%. Critical Metals secured a 92.5% stake last October and received Greenland government approval for the indirect licence transfer shortly before the deal announcement.
Located at Killavaat Alannguat in southern Greenland, Tanbreez is regarded as one of the largest undeveloped heavy rare earth assets outside China. A preliminary economic assessment estimated a project value of $3 billion based on a 4.7 billion tonne resource across two deposits. Offtake agreements have already been secured for three-quarters of future production, and the project has been lined up for $120 million in US Export-Import Bank financing. Critical Metals is targeting first ore production in the fourth quarter of 2028 or the first quarter of 2029.
