Highlights

  • European Lithium has entered a binding Scheme Implementation Deed with Nasdaq-listed Critical Metals Corp, under which CRML will acquire 100% of EUR's shares via a court-approved scheme of arrangement at a ratio of 0.035 CRML shares per EUR share — representing an implied value of AUD 0.58 per EUR share, a 137% premium to EUR's last uninterrupted closing price of AUD 0.245 on 22 April 2026.
  • EUR shares have risen approximately 692% over the past year, reflecting the evolving market recognition of the company's primary asset: its approximately 31% shareholding in CRML and its 7.5% direct interest in the Tanbreez Rare Earths Project in Greenland — one of the world's most significant heavy rare earth element deposits.
  • The transaction consolidates 100% ownership of the Tanbreez project within CRML, removes the structural complexity and valuation discount associated with EUR's look-through shareholding in CRML, and provides EUR shareholders with a meaningful ownership stake of approximately 41% in the combined CRML group upon implementation.

 

European Lithium Limited (ASX:EUR) has been one of the more extraordinary share price stories on the ASX over the past twelve months. Shares in the company have risen approximately 692% over the course of a year — a move that encapsulates the explosive re-rating potential of rare earth and critical minerals stocks that find themselves at the intersection of geopolitical Supply chain anxiety and tangible project development news.

On 19 May 2026, EUR shares were trading at AUD 0.41, down 1.20% on the day, consistent with modest profit-taking following the announcement of the binding Scheme Implementation Deed with Critical Metals Corp. The announcement itself crystallised a transaction that had been building in probability through EUR's deepening strategic relationship with CRML and the market's growing recognition of the Tanbreez Rare Earths Project's strategic significance.

The Scheme — Structure and Premium

Under the binding Scheme Implementation Deed announced on 19 May 2026, CRML will acquire 100% of EUR's issued Share Capital via a court-approved scheme of arrangement. The consideration is entirely scrip-based: EUR shareholders will receive 0.035 new CRML shares — either directly or via ASX-listed CHESS Depository Interests (CDIs) representing those shares — for every one EUR share held at the scheme Record Date. This implies a value of AUD 0.58 per EUR share, representing a 137% premium to EUR's last uninterrupted closing price of AUD 0.245 on 22 April 2026, and a 113% premium to the 20-day VWAP of AUD 0.239 over the same period.

The parties have agreed to discuss the most optimal securities settlement mechanism in good faith. CRML is considering establishing a secondary listing on the ASX to allow EUR shareholders to receive and trade CRML shares via CDIs on the ASX, which would preserve continuity of CHESS settlement for Australian retail investors. If an ASX CDI structure is not established, EUR shareholders will receive CRML shares directly, gaining exposure to a NASDAQ-Listed security with broader institutional trading Liquidity.

A Parallel Option Scheme for EUR Optionholders

Alongside the Share Scheme, CRML is proposing a parallel scheme of arrangement for holders of EUR listed Options (ASX: EUROC). Under the Option Scheme, each EUR optionholder will receive, for every one EUR Listed Option held, a number of CRML shares or CDIs calculated to reflect the in-the-money value of the relevant option on a cashless exercise basis. This means optionholders will not be required to fund the exercise price of their options. The number of CRML securities to be issued per option will be determined by reference to CRML's 20-day Volume-weighted average share price prior to closing.

EUR's unlisted options and performance rights will be dealt with outside the schemes through individual bilateral cancellation deeds. Performance right holders across Class 1 and Class 2 will receive 0.035 CRML shares per performance right, while holders of Class 3 through 6 performance rights will receive replacement CRML warrants on economically equivalent terms.

The Tanbreez Rare Earths Project — Why This Deal Matters

The strategic rationale for the transaction is anchored in the Tanbreez Rare Earths Project in southern Greenland. Tanbreez is regarded as one of the world's most significant rare earth element deposits, held under an exploitation licence granted in 2020 for 30 years, covering 18 square kilometres within the Ilimaussaq intrusive complex. The project is notable within the rare earth universe for its elevated concentration of heavy rare earth elements, which carry a substantially higher value than light rare earth elements. Unlike many global rare earth deposits, Tanbreez also features very low levels of radioactive elements such as uranium and thorium, providing a meaningful environmental and regulatory advantage.

At the time of the announcement, CRML held a 92.5% interest in Tanbreez, with EUR holding the remaining 7.5% directly. Upon implementation of the scheme, EUR's 7.5% interest consolidates within CRML, delivering 100% ownership of Tanbreez to a single, well-capitalised NASDAQ-listed entity. CRML also holds 100% of the Wolfsberg Lithium Project in Austria's Carinthia region, a fully licensed hard-rock lithium deposit with a completed Definitive Feasibility Study and significant proximity to European battery Manufacturing supply chains.

EUR Board Recommendation and Independent Expert

The EUR Independent Board Committee (IBC), established specifically to oversee the scheme process given the significant board overlap between EUR and CRML, has unanimously recommended that EUR shareholders vote in favour of the Share Scheme, subject to the independent expert concluding that the scheme is in the best interests of shareholders and the absence of a superior proposal. An independent expert, Nexia Perth Corporate Finance, has been appointed to provide a fairness opinion, which will be included in the Scheme Booklet to be distributed in due course. IBC members have committed to vote their own holdings in favour of the scheme on the same conditions. The Board collectively holds a relevant interest in approximately 176.4 million EUR shares, representing 10.28% of the company's shares on issue.

Conclusion

European Lithium's binding scheme with Critical Metals Corp represents the logical culmination of a strategic narrative that has been building across the better part of a year — one that has already delivered extraordinary returns to EUR shareholders. The deal consolidates one of the world's most strategically positioned rare earth Assets into a single NASDAQ-listed entity, simplifies EUR's Investment proposition, and offers a meaningful premium to recent trading prices. The key variables from here are the independent expert's conclusion, the scheme vote, and CRML's share price trajectory in the intervening period. The market's slight negative reaction on the day of announcement likely reflects profit-taking after a historic run rather than any fundamental concern about the transaction's merits.