Critical Metals Corp. Completes Business Combination

European Lithium Limited (ASX: EUR, FRA:PF8, OTC: EULIF) (European Lithium or the Company) is pleased to announce completion of the business combination between the Company and Sizzle Acquisition Corp., (NASDAQ: SZZL) (Sizzle) to form Critical Metals Corp. (Critical Metals) (Transaction). Critical Metals commenced trading on the Nasdaq on 28 February 2024 under the symbol CRML.

HIGHLIGHTS

• Business combination between European Lithium and Sizzle Acquisition Corp. to form Critical Metals Corp. completes;
  
• Critical Metals Corp. commences trading on the Nasdaq on 28 February 2024 under the Symbol “CRML”;
• CRML closing price on 29 February 2024 was $US12.38 per share reflecting a value for EUR shareholders of US$839,220,182 (A$ 1.3 billion)
• Sizzle raises funds totaling US$10 million from PIPE Investors (including up to US$20 million in total if warrant is fully exercised); and
• Critical Metals to advance the construction and commissioning of the Wolfsberg Lithium Project.

The Wolfsberg Lithium Project (Wolfsberg Project) has become Critical Metals initial flagship asset, and the mines’ future construction and commissioning is their focus. Successful completion of the Transaction and listing of Critical Metals on the Nasdaq supports the development of this foundational lithium asset for Europe’s green energy transition.

EUR was issued 67,788,383 ordinary shares in Critical Metals at completion of the Transaction and is the largest stockholder with 83.03% of issued capital. Based on the closing share price of Critical Metals being US$12.38 per share as of 29 February 2024, European Lithium’s current investment in Critical Metals is valued at US$839,220,182 (A$ 1.3 billion) noting that this valuation is subject to fluctuation in the share price of Critical Metals. Through this significant interest, EUR is aligned with Critical Metals vision to become a key supplier for the lithium-ion battery supply chain in Europe. European Lithium will continue to monitor the development of the Wolfsberg Project and anticipates benefitting from Critical Metals future success as they execute their strategy.

Tony Sage, Chairman of EUR, said, “The Company is thrilled to announce completion of the transaction that brings Critical Metals to life and supports the future commercialisation of the Wolfsberg Project on Nasdaq. I want to extend our gratitude to the many hard-working contributors, Sizzle and EUR shareholders without who this would not be possible. With access to US capital markets and funds raised in the process of the listing, we believe that Critical Metals is well positioned to become a key supplier for the lithium-ion battery supply chain in Europe. Critical Metals’ future success as a Nasdaq listed company is also expected to create a significant increase in shareholder value for EUR shareholders.”

Sizzle Financing

On 8 February 2024, Sizzle, Critical Metals and Sizzle’s sponsor, VO Sponsor, LLC, a Delaware limited liability company (Sponsor), entered into separate subscription agreements (each, a Subscription Agreement) with three accredited investors affiliated with Empery Asset Management, LP (each, a PIPE Investor). Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase from Critical Metals, and Critical Metals agreed to issue and sell to the PIPE Investors, an aggregate of 1,000,000 ordinary shares, par value US$0.001 per share (each, a Pubco Share), of Critical Metals for a purchase price of US$10.00 per share, resulting in an aggregate purchase price of US$10 million for all three PIPE Investors (the PIPE Financing).

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