Critical Metals' Chief Executive Officer and Executive Chairman Mr. Tony Sage commented, "The market reaction to this acquisition on April 27 was very positive and we are pleased to execute the binding definitive agreement. This is a logical transaction that has a strong strategic rationale and offers clear, material benefits to Critical Metals shareholders. I am delighted to see Tanbreez's ownership consolidated under a single legal owner and for Critical Metals to be very well-funded so that Tanbreez can be rapidly advanced into a strong rare earth market for the benefit of shareholders and other stakeholders. I strongly believe that upon completion of this transaction, Critical Metals will be uniquely positioned as a leading heavy rare earths developer that benefits from owning 100% of the highly strategic Tanbreez project, as well as having peer-group leading strong balance sheet, a diversified global shareholder base and a highly liquid stock on the NASDAQ in the United States."
Transaction Rationale
The Transaction is a logical combination that has a compelling strategic rationale and is expected to create value for Critical Metals shareholders.
Minimize Critical Metals Dilution and Increase Critical Metals Public Float:
European Lithium owns 45,536,338 shares of Critical Metals (the "Cross-holding Shares"), representing approximately 31% of Critical Metals outstanding shares. Upon completion of the Transaction, Critical Metals intends to minimize the Cross-holding Shares which will substantially reduce the associated Critical Metals shareholder dilution resulting from the 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 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 development.
Fortification of Critical Metals' Balance Sheet:
European Lithium has a cash balance of approximately AUD$306 million (approximately US$219 million) as of March 31, 2026, and Critical Metals, which currently has a standalone cash balance of approximately US$124 million, will have a robust balance sheet to accelerate the development of Tanbreez into a strong rare earth market that requires new sources of heavy rare earth elements from Western allied nations. In addition, excluding the Cross-holding Shares, European Lithium currently holds marketable securities with a market value of approximately US$18 million.
Transaction Benefits for Critical Metals Shareholders
Improved Capital Markets and Optimal Pro Forma Ownership:
Removes overhang from regular block trade dispositions of Critical Metals shares by European Lithium at significant discounts to the prevailing market price.
Critical Metals' expected reduction of the Cross-holding Shares substantially reduces the associated ...
