European Lithium merger complete; strategic review under way; Tanbreez definitive feasibility study targeted for Q4 2027
Highlights
- Acquisition of European Lithium completed on November 5, 2026. European Lithium is now a wholly owned subsidiary
- Critical Metals Corp now owns 100% of the Tanbreez rare earth project in Greenland following the merger
- Cash balance of approximately US$264.5 million immediately after completion
- 194,219,631 ordinary shares outstanding. A further 45,536,338 shares held by the Company’s own subsidiary carry no voting or dividend rights and are excluded from that count
- Tanbreez Mining Plan and Closure Plan approved by the Government of Greenland with the stated approval period extending to 2050
- Binding 15 year offtake agreement signed with REalloys covering up to 15% of Tanbreez concentrate production
- Strategic review of all non core assets in progress
- Tanbreez definitive feasibility study targeted for Q4 2027, with first ore targeted for late 2028 to early 2029, subject to permitting, financing and construction progress
NEW YORK, Nov. 11, 2026 (GLOBE NEWSWIRE) — Critical Metals Corp. (Nasdaq: CRML) (“Critical Metals Corp” or the “Company”), a leading critical minerals mining company, today provided a corporate update following completion of its acquisition of European Lithium Limited (“European Lithium”), covering 2026 objectives achieved, the Company’s share structure and cash position, the strategic value of its asset portfolio, and its roadmap and objectives for 2027.
Tony Sage, Chief Executive Officer and Executive Chairman of Critical Metals Corp, commented:
“We started 2026 owning 42% of Tanbreez and we finish it owning all of it, with roughly $264.5 million in the bank. I also want shareholders to be clear on the share count, because I know it has caused confusion. There are 194.2 million shares outstanding. The 45.5 million shares that European Lithium held in us now sit inside the group and carry no rights. I want to thank every shareholder who stayed with us while the European Lithium transaction worked its way through the courts. Next year our focus is the feasibility study, the operating permits and the financing for Tanbreez, and the strategic review will decide what we do with everything else.”
2026 Objectives Achieved
The Company set out in 2026 to consolidate ownership, secure the permits, prove the processing route and fund the work. Each of those objectives was delivered.
Date
(2026) |
Objective |
What was delivered |
| Nov 5 |
Complete the
European Lithium
merger |
European Lithium became a wholly owned subsidiary. 90,539,994 new shares
issued at a ratio of 0.045 per European Lithium share. Tanbreez ownership moved
to 100%. Cash after completion approximately $264.5 million. |
| Oct 5 |
Secure the mine
approvals |
Government of Greenland approved the Tanbreez Mining Plan and Closure Plan,
covering 19 elements through September 8, 2050 |
| Oct |
Finish the field season |
2026 drilling completed: 52 diamond holes for 8,385 metres |
| Sep 16 |
Prove the refining
route |
Test work achieved more than 99% dissolution of eudialyte concentrate into 19
high purity products. Preliminary study released for the proposed Romanian
refinery |
| May 21 |
Sign a binding offtake |
15 year definitive agreement with REalloys for up to 15% of annual Tanbreez
concentrate, with priority on dysprosium and terbium rich volumes and a right of
first refusal on additional volumes |
| Apr 17 |
Take control of
Tanbreez |
Greenland approved transfer of the final 50.5%, taking the Company to 92.5%
ahead of the merger |
| Apr |
Build a local operating
base |
Acquired 70% of 60 Degrees North, a Qaqortoq services company with more than
100 employees |
| Mar 31 |
Improve the
concentrate |
2.96% TREO refined concentrate, about 40% better than historical test work |
| Mar 10 |
Fund the acceleration |
Board approved an immediate $30 million program for drilling, bulk sampling and
engineering |
| Jan |
Start site
infrastructure |
Construction began on the storage and pilot plant facility in Qaqortoq |
| |
|
|
On financing, the U.S. Export Import Bank previously issued a Letter of Interest for up to $120 million toward Tanbreez. Management is seeking to renew and potentially expand the non-binding indication of financing interest.
Share Structure Explained
Critical Metals Corp has 194,219,631 ordinary shares outstanding. That is the figure to use for market capitalization, ownership percentages and per share calculations.
When European Lithium helped create the Company in February 2024 it received Critical Metals Corp shares. It still held 45,536,338 of them when the Company acquired European Lithium. Those shares are now held within the group and all rights attached to them are suspended.
| Line |
Shares |
| Shares on the register after the merger |
approximately 239.8 million |
| Less: shares held by wholly owned subsidiary European Lithium, rights suspended |
45,536,338 |
| Ordinary shares outstanding |
194,219,631 |
| |
|
Under the Company’s amended and restated memorandum and articles of association, the 45,536,338 shares held by European Lithium:
- cannot be voted at any meeting
- receive no dividends or distributions
- have no claim on surplus assets in a winding up
- are not counted in the number of shares outstanding
- are accounted for as treasury shares, deducted from equity
The suspension applies for as long as European Lithium remains a wholly owned subsidiary of the Company.
Some market data providers report shares on the register instead of shares outstanding and may show a figure near 240 million, and a correspondingly higher market capitalization, until their feeds update.
Also outstanding are 7,660,775 public warrants (as of October 16, 2026; $11.50 exercise price, expiring February 2029) and 894,600 private warrants, as well as Replacement Warrants over approximately 8.1 million shares that vest only if the 20 day VWAP reaches $10.92, $12.48, $14.04 or $15.60 depending on class.
Pro Forma Cash Position
Immediately after completing the merger on November 5, 2026, the Company held approximately $264.5 million in cash, equal to about $1.36 per share outstanding.
| Item |
US$ |
| Cash and cash equivalents at June 30, 2026 (audited, before the merger) |
$102.5 million |
| Cash immediately after completion, November 5, 2026 |
approximately $264.5 million |
| Cash per share outstanding |
approximately $1.36 |
| |
|
The merger more than doubled the Company’s cash. The Company expects this cash balance to support the definitive feasibility study, permitting and early works at Tanbreez. Securing project finance for mine construction remains a 2027 objective.
Strategic Value: Sum of the Parts
Critical Metals Corp now holds several distinct assets, and the Company believes each should be assessed on its own merits.
| Asset |
Company
interest |
Stage |
Published reference point |
Tanbreez rare
earth project,
Greenland |
100% |
Mining and Closure
Plans approved to
2050; DFS targeted for
Q4 2027 |
March 2025 PEA: pre tax NPV approximately
US$2.8 billion at a 15% discount rate and US$3.6
billion at 12.5%. That flowsheet has since been
superseded; a replacement study is planned |
Romanian
refinery joint
venture with
FPCU |
50%, carried for
capital under the
term sheet |
Non binding term
sheet; preliminary
study |
September 2026 preliminary study, whole project:
NPV10 approximately US$4.5 billion, capex
approximately US$1.85 billion, revenue
approximately US$2.2 billion a year |
Saudi processing
joint venture |
50%, carried
under the term
sheet |
Non binding term
sheet |
25% of Tanbreez concentrate for life of mine |
60 Degrees
North, Greenland |
70% |
Operating services
business, 100+
employees |
Not separately valued |
| Cash |
100% |
In hand |
Approximately US$264.5 million at November 5,
2026 |
Other assets
under strategic
review |
100% |
Various |
Not separately valued |
| |
|
|
|
These reference points come from studies of different dates, discount rates and price assumptions. They are not additive and do not represent a valuation of the Company. The PEA includes inferred mineral resources and the joint venture term sheets are not yet binding and remain subject to definitive agreements and approvals.
Tanbreez carries heavy rare earths, including dysprosium and terbium, at roughly 25% to 27% of total rare earth oxides, together with yttrium, gallium, hafnium, zirconium, niobium and tantalum, and has year round deep water shipping access to the North Atlantic. Heavy rare earths such as dysprosium and terbium are where Western supply is thinnest.
Other Investments Held Through European Lithium
Through its acquisition of European Lithium, the Company also holds the investments below. Based on closing share prices on November 10, 2026, the three listed holdings are worth approximately A$20.85 million in aggregate.
- 384,865,789 shares (an 18.56% interest) in CuFe Ltd (ASX: CUF) and 4,000,000 listed options (ASX: CUFO), together worth approximately A$20 million. CuFe holds tenements prospective for copper and gold, lithium, bismuth, niobium and iron ore in various stages of development.
- 358,097,603 shares (a 17.77% interest) in Moab Minerals Limited (ASX: MOM), worth approximately A$400,000. Moab is an exploration and project development company with a portfolio that includes the Manyoni Uranium Project in Tanzania and the Highline Copper-Cobalt Project in Southern Nevada.
- 12,452,245 shares (a 6.47% interest) in Helix Resources Limited (ASX: HLX), worth approximately A$450,000. Helix is an Australian copper-gold explorer with assets in Arizona, USA and the Cobar region of New South Wales.
- A 14.8% equity interest in Pan African Niger Limited, an unlisted company that holds uranium exploration permits in Niger. A major drilling program is under way, with results anticipated in Q4 2026.
- Own approximately US$21.5 million of senior bank debt owed by Velta LLC. Velta is a leading Ukrainian titanium producer and the only private company in Ukraine to have built its own titanium mining complex. It operates the Byrzulivske mining and processing plant in central Ukraine and holds patented technology for turning ilmenite into titanium powder, which positions Velta as an important part of Western titanium supply chains.
Strategic Review
The Board has a strategic review of the portfolio under way and retained advisors in July 2026 to assess every asset outside Tanbreez and its processing chain. The aim is to put the Company’s capital and management time into Tanbreez and to have the value of its other assets recognized. Partnership, joint venture, sale, spin out and continued development are all being considered on an asset by asset basis. The Company will announce outcomes as they are agreed and intends to direct any proceeds to Tanbreez.
2027 Roadmap and Objectives
The Company will report to shareholders against the following objectives during 2027.
- Deliver the Tanbreez definitive feasibility study by Q4 2027. NIRAS is engineering a 500,000 tonne per year mining and processing operation.
- Publish an updated mineral resource and a replacement economic study that reflect the 52 holes drilled in 2026 and the improved flowsheet.
- Secure the operating permits for environmental management, marine transport, health and safety, and mineral export and sales.
- Seek to convert offtake term sheets into binding agreements. REalloys (15%) is already binding. Romania (50%), Saudi Arabia (25%) and Ucore (approximately 10%) are at term sheet or letter of intent stage.
- Target shipment of at least 10 tonnes of pre production eudialyte concentrate to each relevant offtake partner, subject to permits, logistics and partner requirements.
- Advance Tanbreez project financing with export credit agencies, strategic partners and project lenders across allied nations, including renewing and seeking to potentially expand the proposed U.S. Export Import Bank’s non-binding Letter of Interest.
- Move the Romanian refinery from preliminary study into engineering, environmental work and permitting with FPCU.
- Conclude the strategic review of non-core assets.
- Target to remain on schedule for first ore in late 2028 to early 2029, subject to permitting, financing, engineering and construction milestones.
A Bipartisan and Global Priority
Securing critical minerals supply is a priority shared by Republicans and Democrats in the United States and by governments across the allied world.
- In the U.S. House, Rep. Young Kim (Republican, California) and Rep. Ami Bera (Democrat, California) introduced legislation to build critical mineral partnerships with allies.
- Senators Jeanne Shaheen (Democrat) and Todd Young (Republican) introduced a bill to create a $2.5 billion critical minerals reserve supporting domestic and allied producers.
- The Critical Mineral Consistency Act, sponsored by members of both parties, passed the House unanimously in March 2026.
- The United States launched the $12 billion Project Vault critical minerals reserve in 2026.
- At Évian in June 2026 the G7 created the Critical Minerals Resilience and Production Alliance, named rare earths and permanent magnets as the priority, and set a goal that no single outside supplier provides more than 60% of rare earths by 2030.
- The European Union has shortlisted rare earths and gallium for its first joint stockpile. Tanbreez contains both.
The Company’s partners reflect that breadth: Greenland and Denmark, Romania (an EU and NATO member), Saudi Arabia, and U.S. defense supply chains through REalloys.
Thank You to Shareholders
The Board and management thank every shareholder, large and small, for their support through a consolidation that took most of a year in a volatile market for the sector. Following the merger the Company has one clean share register, full ownership of its flagship asset and substantial cash resources to advance the work in front of its stated priorities and will report against the 2027 objectives above as each is met.
About Critical Metals Corp.
Critical Metals Corp (Nasdaq: CRML) is a leading mining development company focused on critical metals and minerals, and producing strategic products essential to electrification and next-generation technologies for Europe and its Western world partners. Its flagship Project, Tanbreez, is one of the world’s largest rare earth deposits and is located in Southern Greenland. The deposit is expected to have access to key transportation outlets as the area features year-round direct shipping access via deep water fjords that lead directly to the North Atlantic Ocean.
Another key asset is the Wolfsberg Lithium Project located in Carinthia, 270 km south of Vienna, Austria. The Wolfsberg Lithium Project is the first fully permitted mine in Europe and is strategically located with access to established road and rail infrastructure and is expected to be the next major producer of key lithium products to support the European market. Wolfsberg is well positioned with offtake and downstream partners to become a unique and valuable asset in an expanding geostrategic critical metals portfolio.
With this strategic asset portfolio, Critical Metals Corp is positioned to become a reliable and sustainable supplier of critical minerals essential for defense applications, the clean energy transition, and next-generation technologies in the Western markets.
For more information, please visit https://www.criticalmetalscorp.com/.
Cautionary Note Regarding Forward Looking Statements
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements may include expectations of our business and the plans and objectives of management for future operations, including with respect to the acquisition of European Lithium. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this news release, forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “designed to” or other similar expressions that predict or indicate future events or trends or that are not statements of historical facts. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.
Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements for many reasons, including the factors discussed under the “Risk Factors” section in the Company’s Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission. These forward-looking statements are based on information available as of the date of this news release, and expectations, forecasts and assumptions as of that date, involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws
Critical Metals Corp.
Investor Relations: ir@criticalmetalscorp.com
Media: pr@criticalmetalscorp.com
