Critical Metals Corp completed its court-approved all-share acquisition of European Lithium on November 5, making it a wholly owned subsidiary and consolidating the two companies under one corporate structure. In its completion statement, the Nasdaq-listed mining developer said it issued 90,539,994 new ordinary shares as consideration, increasing its issued and outstanding shares to 194,219,631. European Lithium securityholders and the Supreme Court of Western Australia approved the takeover. Eligible shareholders received 0.045 Critical Metals shares for each European Lithium share, while listed optionholders received approximately 0.0353 shares per option.
European Lithium continues to hold 45,536,338 Critical Metals shares acquired in 2024. The voting and dividend rights attached to those shares have been suspended, and Critical Metals will account for the holding as treasury shares to address a circular ownership feature of the previous structure. The company reported a post-completion cash balance of approximately €235.7 million, using the November 5 euro reference rate. That balance represents existing corporate liquidity, not proceeds from the share-for-share deal, and was not allocated to construction of an individual mine or processing facility.
The enlarged group’s development interests include Tanbreez, a rare-earth project in Greenland, and the Wolfsberg lithium project in Austria. Tanbreez could provide an upstream source of minerals relevant to permanent magnets and advanced industrial applications. Wolfsberg gives the group exposure to a European lithium resource as battery producers examine the security of raw-material supplies, while European industry seeks alternatives for rare earths and lithium.
For European manufacturers, the ownership consolidation comes before commercial delivery. Rare-earth deposits need viable separation and downstream conversion routes to contribute to commercial supply. Wolfsberg must secure extraction approvals, processing arrangements, construction capital and customers before it can supply battery-grade material at scale.
The newly issued shares were expected to begin trading on Nasdaq on November 6. Critical Metals did not include a new binding European offtake agreement, project-level financing close or final investment decision in its completion statement. The takeover simplifies investor access to the two projects, while the group’s industrial contribution to Europe will depend on converting its consolidated asset portfolio into permitted, financed and commercially integrated mineral supply.
