Update On Nasdaq Listing And Changes To Ukraine Transaction

European Lithium Limited (ASX: EUR, FRA:PF8, OTC: EULIF) (European Lithium or the Company) is pleased to provide an update of progress on the proposed merger transaction, NASDAQ listing, and changes to the Ukraine projects acquisition.

HIGHLIGHTS

• Merger transaction and NASDAQ listing expected to complete in 2nd quarter 2023;
  
• EUR and Millstone and Company Global DWC-LLC (Millstone) agree to vary acquisition terms;
• Dobra and Shevchenkivske Projects are positioned to secure lithium for Europe; and
• End date to complete acquisition extended to 2 November 2025.

On the update to the proposed merger transaction and NASDAQ listing, Tony Sage, Chairman, commented: “We anticipate the SEC review process will conclude in the first half of 2023. Once the F-4 is declared effective the board of Sizzle will convene a shareholder meeting to approve the transaction. We will work to finalise the NASDAQ listing process shortly thereafter.”

Merger and NASDAQ Listing Update

On 26 October 2022, European Lithium announced that it has entered into a business combination agreement with Sizzle Acquisition Corp., (NASDAQ: SZZL) (Sizzle), a publicly traded special purpose acquisition company, pursuant to which EUR will combine its wholly owned Wolfsberg Lithium Project (Wolfsberg Project) with Sizzle via a newly-formed, lithium exploration and development company named “Critical Metals Corp.” which is expected to be listed on NASDAQ under the symbol “ CRML” (Transaction).

On 23 December 2022, the Company advised that the Form F-4 Registration Statement of Critical Metals Corp. (F-4 Registration Statement) had been filed with the U.S. Securities and Exchange Commission (SEC) in connection with the Transaction.

On 1 February 2023, Sizzle received approval at a special meeting of stockholders to extend the date by which it must consummate the Transaction. Following this meeting, Sizzle filed the Form 8-K with the SEC confirming stockholders holding 11,076,703 shares had exercised their right to redeem their shares resulting in approximately US$114.3 million (approximately US $10.32 per public share) will be removed from the Sizzle trust account to pay such holders and approximately US$45.6 million will remain in the Sizzle trust account following the redemptions.

On 14 February 2023, Critical Metals Corp. lodged with the SEC Form F-4 Amendment No. 1 addressing the comments received from the SEC in respect to the F-4 Registration Statement.

The Transaction was approved by European Lithium shareholders on 20 January 2023. Closing of the Transaction is subject to a number of conditions precedents including approval of Sizzle shareholders, the declaration in the future of the F-4 as effective under the U.S. securities laws, and other customary requirements.

Upon the closing of the Transaction, EUR will be issued US$750 million worth of ordinary shares in Critical Metals Corp. Based on the current redemptions received by Sizzle on 1 February 2023, and assuming no further redemptions, this represents an approximately 87.3% ownership interest in the combined entity.

It is anticipated that the Transaction will complete in the second quarter of 2023, subject to the satisfaction or waiver of the conditions precedent to closing of the Transaction as outlined above.

Ukraine Projects Acquisition

European Lithium provides this update with reference to the proposed acquisition (refer EUR announcement on 4 November 2021) of European Lithium Ukraine LLC (formerly Petro Consulting LLC) (European Lithium Ukraine), a Ukraine incorporated company that is applying through either court proceedings, public auction, and/or production sharing agreements with the Ukraine Government for 20 years, special permits for extraction and production of lithium at the Dobra and Shevchenkivske Projects in Ukraine.

Under the terms of the acquisition announced on 4 November 2021, Millstone agreed to invest A$20m in EUR of which A$5m has completed (as ratified and approved by EUR shareholders on 21 January 2022) and A$15m being conditional upon completion of the acquisition of European Lithium Ukraine by the Company (Subscription Agreement). The Ukraine projects acquisition is being performed by European Lithium, and not by Critical Metals Corp.

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