Critical Metals Corp. has moved closer to consolidating ownership of Greenland’s Tanbreez rare-earth deposit and Austria’s Wolfsberg lithium project after European Lithium shareholders overwhelmingly approved the proposed merger.
At meetings held on October 22, 99.96% of votes cast supported the transaction, while 97.22% of participating shareholders, counted by number, voted in favour. Holders of listed options also approved the merger unanimously.
The acquisition remains subject to final approval from the Supreme Court of Western Australia, with a hearing scheduled for October 26. If the remaining conditions are satisfied, the merger is expected to become effective on October 27, with implementation on November 5. Shares in the enlarged company are expected to begin trading on Nasdaq on November 6.
Share exchange consolidates ownership
The acquisition will be completed through an all-share transaction. Under the final exchange ratio announced on October 21, European Lithium shareholders will receive 0.045 new Critical Metals shares for each European Lithium share they hold at the record date.
The final ratio differs from the original proposal of 0.035 shares per European Lithium share. A revised mechanism linked the exchange ratio to Critical Metals’ 20-day volume-weighted average share price, subject to a floor of $8 and a ceiling of $16. Because the calculated average price was at or below the floor, the maximum ratio applies.
European Lithium previously held approximately 31% of Critical Metals and a separate 7.5% interest in Tanbreez. Critical Metals already controlled the remaining 92.5% of Tanbreez and owned Wolfsberg. Completion would consolidate 100% of Tanbreez within Critical Metals, simplifying the ownership structure and bringing European Lithium shareholders directly into the combined Nasdaq-listed group. However, the share exchange does not provide automatic funding for mine construction or downstream processing.
Tanbreez anchors rare-earth ambitions
Located in southern Greenland, Tanbreez is central to Critical Metals’ strategy to supply rare earths to Western markets. The deposit contains eudialyte-associated mineralisation with elements relevant to permanent magnets, electronics, aerospace and specialised industrial applications.
Heavy rare earths are attracting particular attention because separation and refining capacity remains concentrated in China. Developing alternative supply chains, however, requires more than mining. Commercial production depends on extraction, beneficiation, chemical separation, refining and access to industrial customers.
In March 2026, Critical Metals approved a development acceleration programme of approximately €26 million for drilling, infrastructure, metallurgical testing and engineering. The company targets ore production in late 2028 or early 2029, with concentrate exports potentially beginning in the third quarter of 2029. These remain company targets and depend on permitting, infrastructure, technical studies and financing.
Greenland’s remote location adds logistical challenges involving power, transport, equipment mobilisation and marine shipping. Construction costs and schedules will depend on detailed engineering and the ability to establish reliable infrastructure.
Romanian processing project requires substantial investment
Critical Metals is also pursuing a proposed 50:50 joint venture with Romanian state-owned Fabrica de Prelucrare a Concentratelor de Uraniu to develop a rare-earth processing facility. The proposed arrangement would allocate 50% of Tanbreez concentrate production to the Romanian operation. In September, the company outlined a preliminary facility designed to process up to 100,000 tonnes of concentrate annually and produce separated rare-earth and critical-metal products.
The preliminary capital estimate stands at approximately €1.6 billion, based on the company’s reported US-dollar estimate and an indicative currency conversion. The project remains subject to technical development, commercial agreements, permitting and financing.
Processing eudialyte presents challenges involving silica behaviour, reagent consumption and the separation of multiple elements. Critical Metals has reported encouraging laboratory results, but industrial-scale performance, operating costs and product quality must still be demonstrated. The refinery would also require substantial energy supplies, chemical infrastructure and environmental controls. Its bankability will depend on reliable feedstock, recovery rates, product specifications, operating costs and enforceable customer agreements.
Wolfsberg adds lithium exposure
The combined company would also retain the Wolfsberg lithium project in Austria’s Carinthia region, which is designed to produce spodumene concentrate with potential for downstream battery-material processing.
Critical Metals announced in January 2026 that Austrian authorities had renewed the mining licence for another two years. The company has indicated that a mine-development decision could be considered before the end of 2026, depending on market conditions and financing.
Wolfsberg and Tanbreez face different market dynamics. Rare-earth investment is driven partly by supply-security concerns and concentrated refining capacity, while lithium economics depend more directly on battery demand, competing supply and battery chemical prices. Holding both assets could diversify the group’s strategic exposure, but it also creates competing demands for capital.
Financing remains the main execution challenge
The merger’s immediate benefit is a simplified corporate structure and consolidated ownership of Tanbreez. Whether this translates into a sustained valuation improvement will depend on project progress, financing and eventual commercial production.
Critical Metals will still need to fund engineering, environmental compliance, construction and commissioning. The merger itself does not secure the capital required for the Greenland mine, Romanian refinery or Austrian lithium project.
Potential industrial offtake agreements could improve project bankability, but their value depends on enforceable terms, buyer creditworthiness, product specifications and delivery obligations. Proposed partnerships and processing facilities should not be treated as completed infrastructure until financing and construction are secured.
The next milestones include the October 26 court hearing and subsequent implementation of the transaction. Investors will then focus on project schedules, capital allocation and the company’s ability to establish clear funding priorities. The merger brings Critical Metals closer to consolidating its strategic mineral assets, but the decisive challenge remains financing their development and converting them into commercially viable operations.
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