Announcement • Apr 28
Critical Metals Corp. (NasdaqGM:CRML) signed a letter of intent to acquire European Lithium Limited (ASX:EUR) for approximately $690 million.
Critical Metals Corp. (NasdaqGM:CRML) signed a letter of intent to acquire European Lithium Limited (ASX:EUR) for approximately $690 million on April 27, 2026. As part of the acquisition, Critical Metals Corp. will acquire all of the outstanding shares of European Lithium Limited. Under the Proposed Transaction, European Lithium shareholders will receive 0.035 shares of Critical Metals for each European Lithium share held. European Lithium’s outstanding listed options will be transferred to Critical Metals in exchange for a number of Critical Metals ordinary shares equal to the Exchange Ratio times the Cashless Exercise Shares. European Lithium’s zero-dollar exercise price unlisted options (“ZEPOs”) will be treated as follows: (i) The ZEPO tranches (totaling 90,000,000 ZEPOs) consisting of: (i) 45,000,000 ZEPOs vesting upon European Lithium’s VWAP exceeding A$0.50 for 20 consecutive trading days, and (ii) 45,000,000 ZEPOs vesting upon the European Lithium’s VWAP exceeding AUD 0.60 for 20 consecutive trading days will be cancelled in consideration for newly issued Critical Metals ordinary shares, with the number to be issued calculated using the Exchange Ratio; and (ii) The remaining ZEPO tranches (totaling 180,000,000 ZEPOs) consisting of: (i) 45,000,000 ZEPOs vesting upon European Lithium’s VWAP exceeding AUD 0.70 for 20 consecutive trading days, (ii) 45,000,000 ZEPOs vesting upon the European Lithium’s VWAP exceeding AUD 0.80 for 20 consecutive trading days, (iii) 45,000,000 ZEPOs vesting upon European Lithium’s VWAP exceeding AUD 0.90 for 20 consecutive trading days, and (iv) 45,000,000 ZEPOs vesting upon European Lithium’s VWAP exceeding AUD 1 for 20 consecutive trading days will be exchanged for newly issued economically equivalent securities issued by Critical Metals (with the quantum of such securities calculated by multiplying the number of ZEPOs by the Exchange Ratio), with such Critical Metals securities having the same vesting conditions (subject only to adjustments in the case of share price targets, calculated by multiplying the various share price targets by the inverse of the Exchange Ratio) and the same expiration dates as the existing ZEPOs. The total aggregate consideration payable to European Lithium equity holders is approximately $835 million.
Upon completion of the Proposed Transaction, Critical Metals intends to cancel the Cross-holding Shares which will substantially reduce the associated Critical Metals shareholder dilution resulting from the Proposed Transaction yet materially increase Critical Metals’ public float which is expected to augment Critical Metals’ already strong trading liquidity profile. Consolidation of Tanbreez Ownership: European Lithium owns 7.5% of the Tanbreez Rare Earth Project in Greenland (“Tanbreez”) and following completion of the Proposed Transaction, Critical Metals is positioned to consolidate 100% of Tanbreez, which will simplify the ownership, decision making and financing strategy for Tanbreez as it is advanced towards a development decision.
The transaction is subject to the signing of a definitive agreement, approval of the shareholders of European Lithium, European Lithium having a net cash and liquid assets balance of not less than AUD 330 million, the holders of unlisted options and ZEPOs entering into cancellation deeds to give effect to the treatment of those securities as set out above, no material adverse change in European Lithium and Critical Metals business and assets and of any prescribed occurrences or regulated events, receipt of all necessary regulatory approvals, consents, waivers or modifications and court approvals and completion of satisfactory due diligence by both parties. The transaction is expected to be completed in the second half of 2026.
Cantor Fitzgerald & Co. acted as financial advisor to Critical Metals Corp. Cleary Gottlieb Steen & Hamilton LLP acted as legal advisor to Critical Metals Corp. Nova Legal Pty Ltd acted as legal advisor to Critical Metals Corp. Poynton Stavrianou Pty Ltd acted as financial advisor to European Lithium Limited. Steinepreis Paganin acted as legal advisor to European Lithium Limited.
