European Lithium Ltd (ASX:EUR, OTCQB:EULIF) has entered a binding Scheme Implementation Deed with NASDAQ-listed Critical Metals Corp for CRML to acquire 100% of EUR’s issued share capital and listed options by way of schemes of arrangement.
Acquisition terms put Tanbreez under single ownership
Under the proposed all-scrip transaction, EUR shareholders will receive 0.035 new CRML shares, either directly or as ASX-listed CDIs, for each EUR share held. The offer implies A$0.58 per EUR share, representing a 137% premium to EUR’s last uninterrupted closing price and a 113% premium to its 20-day VWAP.
Listed optionholders will receive CRML shares or CDIs reflecting the in-the-money value of their options on a cashless exercise basis, with no requirement to fund the exercise price.
The deal would consolidate 100% ownership of the Tanbreez Rare Earths Project in Greenland within CRML, which already holds 92.5% of the asset, while EUR holds the remaining 7.5%.
Transaction highlights include:
- EUR shareholders to own about 41% of the combined CRML group.
- Tanbreez ownership simplified under one NASDAQ-listed critical minerals company.
- EUR’s look-through valuation discount to its CRML shareholding removed.
- Continued exposure to Tanbreez and the Wolfsberg Lithium Project in Austria.
- Potential ASX secondary listing through CDIs to preserve ASX trading and CHESS settlement.
- All-scrip structure preserves CRML’s balance sheet.
- Combined portfolio positioned across rare earths and lithium in Greenland and Austria.
Benefits for EUR securityholders include:
- Premium value: implied A$0.58 per EUR share based on CRML’s 22 April 2026 share price.
- Ongoing upside: exposure to Tanbreez, Wolfsberg and CRML’s broader critical minerals strategy.
- Simpler structure: direct CRML exposure rather than indirect ownership through EUR.
- Improved liquidity: access to NASDAQ trading depth, with ASX CDI trading under consideration.
- Strategic clarity: removes uncertainty around EUR’s 31% CRML stake and its future treatment.
- Aligned ownership: Tanbreez consolidated into a single ownership and governance structure.
EUR’s Independent Board Committee said it intends to recommend shareholders and optionholders vote in favour, subject to no superior proposal and the independent expert concluding the schemes are in their best interests.
Tanbreez and Wolfsberg strengthen combined critical minerals portfolio
The Tanbreez Rare Earths Project in southern Greenland is one of the world’s most significant rare earth element deposits and is held under a 30-year exploitation licence granted by the Government of Greenland in 2020.
The licence covers 18 square kilometres within the Ilímaussaq intrusive complex near Qaqortoq, an area known for rare earth mineralisation hosted in kakortokite rock.
Tanbreez is an advanced, permitted project with potential to provide long-term rare earth supply to North America and Europe at a time of rising demand for secure, non-Chinese sources of critical minerals.
The project is expected to contain high levels of heavy rare earth elements, which generally attract higher values than light rare earths and are important in defence, advanced technologies and clean energy applications.
Its mineralisation also includes zirconium, niobium, tantalum, hafnium and gallium, with low levels of uranium and thorium offering potential environmental and regulatory advantages.
CRML currently holds 92.5% of Tanbreez, with European Lithium holding the remaining 7.5%. Completion of the schemes would lift CRML’s ownership to 100%, simplifying governance, funding and development decisions.
The combined group will also hold the Wolfsberg Lithium Project in Austria, a hard-rock lithium asset 270 kilometres southwest of Vienna. Wolfsberg has a S-K1300 compliant mineral resource and has completed detailed engineering work and a DFS supporting its development potential.
Together, Tanbreez and Wolfsberg would give CRML exposure to 2 strategic critical minerals — rare earths and lithium — across Greenland and Austria.
Indicative timetable
- July/August 2026: Scheme Booklet expected to be dispatched.
- August/September 2026: Scheme meetings expected.
- August/September 2026: Implementation expected, subject to shareholder, optionholder and Court approvals.