European Lithium Limited Announces Merger With Nasdaq Listed Sizzle Acquisition Corp., Equity Consideration Of Us$750 Million For Wolfsberg Lithium Project

European Lithium Limited (ASX: EUR, FRA:PF8, OTC: EULIF) (the Company) has entered into a business combination agreement with Sizzle Acquisition Corp., a US special purpose acquisition company listed on NASDAQ (NASDAQ:SZZL) (Sizzle), pursuant to which EUR will sell-down its interest in its wholly owned Wolfsberg Lithium Project (Wolfsberg and Wolfsberg Lithium Project) and merge with Sizzle via a newlyformed, lithium exploration and development company named “Critical Metals Corp.” which is expected to be listed on NASDAQ (Transaction). 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.

HIGHLIGHTS

KEY FIGURES

• Implied pro forma enterprise value of the combined group is US$838 million. ¹
• Consideration payable for Wolfsberg of US$750 million worth of shares in the combined entity. ²
• Implied pro forma market capitalisation of the combined group of US$972 million. ³
• Transaction is expected to provide approximately US$1 59 million in capital before expenses. ⁴

KEY TRANSACTION HIGHLIGHTS

• EUR has entered into a business combination agreement with Sizzle Acquisition Corp., a US special purpose acquisition company, under which EUR has agreed to sell its ownership interest in three Austrian subsidiaries, which together hold the Wolfsberg Lithium Project and an interest in the noncore Weinebene and Eastern Alps Lithium Projects, to form “Critical Metals Corp.”, which is expected to be listed on NASDAQ (Transaction).
• In consideration for the Transaction, EUR will be issued US$750 million worth of ordinary shares in Critical Metals, equivalent to approximately 80% of the ordinary shares in Critical Metals.
• Transaction is expected to provide combined group with approximately US$1 59 million in capital before expenses to fund the activities of Critical Metals. ⁴
• EUR can earn-up an additional 1 0% of the ordinary shares in Critical Metals Corp. subject to satisfaction of certain price-based milestones once listed on NASDAQ.
• Board and management control of Critical Metals Corp. to remain with EUR, with Tony Sage to act as Executive Chair and Dietrich Wanke to act as Chief Executive Officer.
• Definitive Feasibility Study for Wolfsberg on-track to be delivered in Q1 2023.

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.”

WOLFSBERG LITHIUM PROJECT

The Wolfsberg Lithium Project is the Company’s flagship, 100% owned advanced hard rock lithium project, strategically located 270km south-west of Vienna, Austria. Wolfsberg is located in the heart of Europe, a central hub during this transitional period toward clean energy solutions. EUR is aiming to be the first and largest local supplier of critical lithium hydroxide in the region. Located nearby to Wolfsberg are several planned giga factories which are planned to be built by battery suppliers and some of the Europe’s leading auto makers, seeking to satisfy the growing demand for lithium-ion batteries in the electric vehicle market.

The Wolfsberg Lithium Project comprises 54 exploration licences and 1 1 mining licences covering a total area of 1 1 .33km. The region boasts exceptional local infrastructure, located close to Graz and Klagenfurt airport, and is serviced by nearby railways and highways.

Click here for the full ASX Release

This article includes content from European Lithium Limited, licensed for the purpose of publishing on Investing News Australia. This article does not constitute financial product advice. It is your responsibility to perform proper due diligence before acting upon any information provided here. Please refer to our full disclaimer here.