SYDNEY, AUSTRALIA: European Lithium Limited (ASX: EUR) has entered into a business combination agreement with Sizzle Acquisition Corp., a US special purpose acquisition company listed on NASDAQ.

Pursuant to which European Lithium Limited will sell-down its interest in its wholly owned Wolfsberg Lithium Project (Wolfsberg and Wolfsberg Lithium Project) and merge with Sizzle Acquisition Corp. via a newly-formed, lithium exploration and development company named “Critical Metals Corp.” which is expected to be listed on NASDAQ.

Upon the closing of the Transaction, EUR will be issued US$750 million worth of ordinary shares in Critical Metals, which represents an approximate 80% ownership interest in the combined entity.

Commenting on the Transaction, EUR Executive Chairman, Tony Sage said: “We are enthusiastic to partner with the Sizzle team to form a publicly traded company on NASDAQ and are thrilled to have Carolyn Trabuco, Sizzle’s lead independent director, join the Critical Metals board”.

Mr Sage continued: “The need for additional battery-grade lithium in Europe will only continue to accelerate as demand for EVs continues to outstrip supply. Wolfsberg is poised to become the first major source of battery-grade lithium concentrate in Europe, the world’s leading EV market, capable of supporting the production of approximately 200,000 EVs per year. The funds raised though this transaction will provide us with the resources anticipated to be required to advance construction and commissioning of Wolfsberg.

With the capital raised, in addition to the increased access to the public capital markets by listing on NASDAQ by means of the business combination, we believe we will be able to achieve our commercial goals at Wolfsberg by 2025.”

The implied equity value of the consideration to be paid for Wolfsberg under the Transaction is US$750 million, which represents a significant increase to the current market capitalisation of EUR of approximately A$112 million as a whole.

Under the business combination agreement, the Company’s Austrian subsidiary, European Lithium AT (Investments) Ltd and its subsidiaries, ECM Lithium AT GmbH and ECM Lithium AT Operating GmbH (collectively EUR Austria), which will hold Wolfsberg and a 20% interest in the Weinebene and Eastern Alps Projects prior to the closing, will merge with Sizzle to form Critical Metals Corp.

The Transaction is expected to provide the combined group with approximately US$159 million in capital before expenses to fund the activities of Critical Metals Corp. (assuming no redemptions by the existing stockholders of Sizzle). The expected capital injection positions Critical Metals to progress construction and development at Wolfsberg (subject to the findings of the DFS).

In consideration for the Transaction, EUR will be issued US$750 million worth of ordinary shares in Critical Metals (approximately 73.52 million shares9) at a deemed issue price of US$10.20 per share, being approximately the same price at which the existing stockholders of Sizzle can redeem their shares and equal to an ownership interest of approximately 80%.

EUR can also earn-up to an additional 10% of the ordinary shares in Critical Metals Corp., subject to the ordinary shares of Critical Metals trading above US$15.00 and US$20.00 for any 20 trading days within any 30 trading day period in the 5 year period following closing.

The board of Critical Metals Corp. is expected to comprise a total of 5 members, 4 of whom will be nominees of EUR and 1 of whom will be a nominee of Sizzle. It is currently expected that Tony Sage and Dietrich Wanke will hold office as Executive Chair and Chief Executive Officer of Critical Metals, respectively.

Carolyn Trabuco, Sizzle’s current independent director, is expected to be the nominee board member of Sizzle.