Filing is in connection with the proposed
business combination to form Critical Metals Corp.
European Lithium Ltd (ASX: EUR) (“European Lithium”), announced
today that it has filed a Form F-4 Registration Statement ("F-4")
with the U.S. Securities and Exchange Commission ("SEC") regarding
European Lithium’s recently announced business combination (the
“Business Combination”) with Sizzle Acquisition Corp., (Nasdaq:
SZZL) (“Sizzle”), a publicly traded special purpose acquisition
company, to form Critical Metals Corp. (“Critical Metals”).
“We are pleased to reach this important step in our plans to
list Critical Metals on Nasdaq,” said Critical Metals Executive
Chairman, Tony Sage. “Through our business combination with Sizzle,
we expect to access substantial opportunities available in the U.S.
market as we support the clean energy transition.”
Upon closing of the Business Combination, Critical Metals is
expected to be a leading lithium mining company and intends to list
its shares on the Nasdaq under the symbol “CRML.” The closing of
the Business Combination is subject to approval by each of the
European Lithium and Sizzle stockholders, the declaration in the
future of the F-4 as effective under the U.S. securities laws, and
other customary requirements.
As agreed in the Business Combination, Critical Metals will own
European Lithium’s Wolfsberg Lithium Project (the “Project”), which
is currently owned by European Lithium’s wholly owned subsidiary,
European Lithium AT (Investments) Limited, as well as a 20%
interest in additional Austrian projects currently held by European
Lithium. European Lithium will be the largest shareholder of
Critical Metals and is expected to continue to trade on the
Australian Securities Exchange (“ASX”).
About Critical Metals Corp.
At the closing of the proposed business combination announced on
October 24, 2022 between European Lithium AT (Investments) Limited,
a wholly owned subsidiary of European Lithium Ltd (ASX: EUR) and
Sizzle Acquisition Corp. (Nasdaq: SZZL), Critical Metals is
expected to be a leading lithium mining company. Critical Metals is
expected to own the Wolfsberg Lithium Project, as well as a 20%
interest in additional Austrian projects currently held by European
Lithium Ltd. For more information, please visit
https://criticalmetalscorp.com/.
About European Lithium Ltd
European Lithium is a mineral exploration and development
company which owns the Wolfsberg Lithium Project located in
Carinthia, 270 km south of Vienna, Austria, via its wholly owned
Austrian subsidiary, ECM Lithium AT GmbH. European Lithium’s
primary listing is on the Australian Securities Exchange (ASX: EUR)
and it is also listed in Frankfurt (FRA: PF8) and USA (OTC-QB:
EULIF). The Wolfsberg Lithium Project is strategically located in
Central Europe with access to established road and rail
infrastructure to distribute lithium products to the major lithium
consuming countries of Europe. For more information, please visit
https://europeanlithium.com/.
About Sizzle Acquisition Corp.
Sizzle is a blank check company formed for the purpose of
entering into a merger, share exchange, asset acquisition, stock
purchase, recapitalization, reorganization or other similar
business combination with one or more businesses or entities.
Sizzle is led by Chairman and CEO Steve Salis and Vice Chairman
Jamie Karson. In addition, Sizzle’s management team is comprised
of: Nestor Nova and Daniel Lee; board directors, comprised of:
Steve Salis, Jamie Karson, Carolyn Trabuco, Karen Kelley, David
Perlin and Warren Thompson; and board advisors, comprised of: Rick
Camac and Geovannie Concepcion. For more information, please visit
https://sizzlespac.com/home/default.aspx.
Additional Information and Where to Find It
This press release is provided for informational purposes only
and contains information with respect to the Business Combination
among Sizzle, European Lithium, EUR BVI, a company formed in the
British Virgin Islands which is wholly owned by European Lithium,
and certain other parties formed in connection with the
transactions contemplated by the merger agreement (the “Merger
Agreement”), including Critical Metals and Project Wolf Merger Sub
Inc., a Delaware corporation and wholly owned subsidiary of
Critical Metals. Subject to its terms and conditions, the Merger
Agreement provides that Sizzle and EUR BVI will become wholly owned
subsidiaries of Critical Metals.
The Registration Statement includes a proxy statement to be sent
to Sizzle shareholders and a prospectus for the registration of
Critical Metals securities in connection with the Business
Combination. If and when the Registration Statement is declared
effective by the SEC, the definitive proxy statement/prospectus and
other relevant documents will be mailed to the shareholders of
Sizzle as of the record date to be established for voting on the
Business Combination and will contain important information about
the Business Combination and related matters. Shareholders of
Sizzle and other interested persons are advised to read these
materials (including any amendments or supplements thereto) and any
other relevant documents, because they will contain important
information about Sizzle, Critical Metals, European Lithium and EUR
BVI and the Business Combination. Shareholders and other interested
persons will also be able to obtain copies of the preliminary proxy
statement/prospectus, the definitive proxy statement/prospectus,
and other relevant materials in connection with the Business
Combination, without charge, once available, at the SEC’s website
at www.sec.gov or by directing a request to: Sizzle Acquisition
Corp., 4201 Georgia Avenue, NW, Washington, D.C. 20011, Attn: Steve
Salis, Chief Executive Officer. The information contained on, or
that may be accessed through, the websites referenced in this press
release in each case is not incorporated by reference into, and is
not a part of, this press release.
Participants in the Solicitation
This press release is not a solicitation of a proxy from any
investor or securityholder. Sizzle, European Lithium, Critical
Metals and EUR BVI and their respective directors and executive
officers may be deemed participants in the solicitation of proxies
from Sizzle’s shareholders in connection with the Business
Combination. Sizzle’s shareholders and other interested persons may
obtain, without charge, more detailed information regarding the
directors and officers of Sizzle in Sizzle’s Form 10-K, as amended,
filed with the SEC on November 10, 2022. To the extent that
holdings of Sizzle’s securities have changed since the amounts
included in Sizzle’s Form 10-K, such changes have been or will be
reflected on Statements of Change in Ownership on Form 4 filed with
the SEC. Information regarding the persons who may, under SEC
rules, be deemed participants in the solicitation of proxies to
Sizzle’s shareholders in connection with the Business Combination
will be set forth in the proxy statement/prospectus for the
Business Combination, accompanying the Registration Statement.
Additional information regarding the interests of participants in
the solicitation of proxies in connection with the Business
Combination will likewise be included in that Registration
Statement. You may obtain free copies of these documents as
described above.
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the Business Combination and shall not constitute an
offer to sell or a solicitation of an offer to buy any securities,
or a solicitation of any vote or approval, nor shall there be any
sale of securities in any state or jurisdiction in which such
offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities
Act of 1933, as amended, or an exemption therefrom.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. Sizzle’s, Critical
Metals’, and European Lithium’s and/or EUR BVI’s actual results may
differ from their expectations, estimates and projections and
consequently, you should not rely on these forward-looking
statements as predictions of future events. Forward-looking
statements include statements concerning plans, objectives, goals,
strategies, future events or performance, and underlying
assumptions and other statements that are other than statements of
historical facts. No representations or warranties, express or
implied are given in, or in respect of, this press release. When we
use words such as “may,” “will,” “intend,” “should,” “believe,”
“expect,” “anticipate,” “project,” “estimate” or similar
expressions that do not relate solely to historical matters, it is
making forward-looking statements.
These forward-looking statements and factors that may cause
actual results to differ materially from current expectations
include, but are not limited to: the future financial performance
of Critical Metals; the growing global market demand for
lithium-ion batteries and their raw material; Critical Metals’
liquidity requirements and capital resources; the ability of the
parties to complete the transactions contemplated by the Business
Combination in a timely manner or at all; the ability to realize
the expected benefits under the Offtake Agreement; the ability of
Critical Metals to develop the Project into a mine and develop
mineral deposits from the mine on a commercial basis; the inability
to commence production at the Project; the risk that the Business
Combination or other business combination may not be completed by
Sizzle’s business combination deadline and the potential failure to
obtain an extension of the business combination deadline; the
outcome of any legal proceedings or government or regulatory action
on inquiry that may be instituted against Sizzle, European Lithium
or EUR BVI or others following the announcement of the Business
Combination and any definitive agreements with respect thereto; the
inability to satisfy the conditions to the consummation of the
Business Combination, including the approval of the Business
Combination by the shareholders of Sizzle; the occurrence of any
event, change or other circumstance that could give rise to the
termination of the Merger Agreement relating to the Business
Combination; the ability to meet stock exchange listing standards
following the consummation of the Business Combination; the effect
of the announcement or pendency of the Business Combination on
European Lithium’s and EUR BVI’s business relationships, operating
results, current plans and operations of European Lithium and EUR
BVI; the ability to recognize the anticipated benefits of the
Business Combination, which may be affected by, among other things,
competition, the ability of Critical Metals to grow and manage
growth profitably; the possibility that Critical Metals, European
Lithium and EUR BVI may be adversely affected by other economic,
business, and/or competitive factors; Critical Metals’, European
Lithium’s and EUR BVI’s estimates of expenses and profitability;
expectations with respect to future operating and financial
performance and growth, including the timing of the completion of
the Business Combination; European Lithium’s and Critical Metals’
ability to execute on their business plans and strategy; those
factors discussed in Sizzle’s Annual Report on Form 10-K for the
year ended December 31, 2021 under the heading “Risk Factors,” and
other documents Sizzle has filed, or will file, with the SEC; and
other risks and uncertainties described from time to time in
filings with the SEC.
The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and
uncertainties described in the “Risk Factors” section of the
Registration Statement referenced above and other documents filed
by Sizzle and Critical Metals from time to time with the SEC. These
filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made.
There may be additional risks that neither Sizzle nor European
Lithium and EUR BVI presently know, or that Sizzle and European
Lithium and/or EUR BVI currently believe are immaterial, that could
cause actual results to differ from those contained in the
forward-looking statements. For these reasons, among others,
investors and other interested persons are cautioned not to place
undue reliance upon any forward-looking statements in this press
release. Neither Sizzle, European Lithium, Critical Metals nor EUR
BVI undertakes any obligation to publicly revise these
forward–looking statements to reflect events or circumstances that
arise after the date of this press release, except as required by
applicable law.
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