- Critical Metals will own European Lithium’s Wolfsberg Lithium
Project located in Wolfsberg, Austria, 270 kilometers south of
Vienna, which is expected to be the first licensed lithium mine in
Europe
- Based on pre-feasibility study, mine expected to supply
approximately 10,500 metric tons of lithium concentrate annually
starting in 2025, enough material to power approximately 200,000
EVs per year; results of definitive feasibility study expected in
early 2023
- Key strategic customer offtake MOU with global automotive
powerhouse, BMW AG, expected to create one of the largest ever
direct OEM pre-pays in the lithium mining industry
- Project has completed pilot test work through independent
consultants, which has demonstrated its expected ability to supply
battery-grade lithium concentrate at commercial scale
- Proceeds of the transaction, including the non-redeemed portion
of the approximately $159 million1 cash-in-trust of Sizzle
Acquisition Corp., are expected to be used for construction and
commissioning of the Project
European Lithium AT (Investments) Limited, a wholly owned
subsidiary of European Lithium Ltd (ASX: EUR) (“European Lithium”),
and Sizzle Acquisition Corp, (Nasdaq: SZZL) (“Sizzle”), a publicly
traded special purpose acquisition company, today announced that
they have entered into a definitive agreement for a business
combination that will result in the formation of Critical Metals
Corp. (“Critical Metals”), which is expected to be a leading
lithium mining company. Upon closing, subject to approval by
European Lithium and Sizzle stockholders and other customary
requirements, Critical Metals intends to be listed on Nasdaq under
the symbol “CRML,” which is expected to occur in the first half of
2023.
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the full release here:
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Upon closing of 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”). The board of Critical
Metals is expected to comprise a total of 5 members, 4 of whom will
be nominees of European Lithium and 1 of whom will be a nominee of
Sizzle. Critical Metals will be led by Executive Chairman, Tony
Sage, and Chief Executive Officer, Dietrich Wanke.
In order to support the rapidly growing EV supply chain in
Europe, the Project is expected to become the region’s first major
source of battery-grade lithium concentrate, filling a critical gap
in the European EV battery supply chain. Located in Wolfsberg,
Austria, in the heart of this supply chain, the Project is expected
to be uniquely positioned to capitalize on three key competitive
differentiators:
- The First Licensed Lithium Mine in Europe –the Project
holds an exclusive license to repurpose a former Austrian
government constructed lithium mine that contains a substantial
amount of battery-grade lithium, minimizing the overall
environmental impact of the discovery and processes.
- Key Strategic Offtake MOU – European Lithium has
entered into a MOU for a key customer arrangement with BMW AG,
which upon execution of definitive agreements would create one of
the largest direct pre-pays from an OEM in Europe in the lithium
mining industry of $15 million.
- Definitive Feasibility Study (DFS) Expected in Early
2023 – the Project is aiming to supply lithium concentrate at
commercial scale and be economically viable, as per its completed
pre-feasibility study (PFS), with the results of DRA Global’s final
definitive feasibility study (DFS) expected in Q1 2023.
Backed by considerable legislative support worldwide for cleaner
transportation, automakers and battery manufacturers continue to
ramp up production of electric vehicles (EVs) to meet overwhelming
consumer demand, creating a critical need for additional sources of
battery-grade lithium – an essential material for EV batteries.
Through its pilot plant constructed by independent consultants
Dorfner Anzaplan in Austria, European Lithium previously
demonstrated the Project’s expected ability to supply battery-grade
lithium concentrate through the processing of spodumene. The
results from the pilot plant demonstrated that the Project can
supply battery-grade lithium at 99.6% of lithium carbonate
grade.
Management Commentary
“We are enthusiastic to partner with the Sizzle team to become a
publicly traded company on Nasdaq and are thrilled to have Carolyn
Trabuco, Sizzle’s lead independent director, join our board,” said
Critical Metals Executive Chairman, Tony Sage. “The need for
additional battery-grade lithium in Europe will only continue to
accelerate as demand for EVs continues to outstrip supply. The
Project 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 the Project. 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 by
2025.”
“Critical Metals is poised to capitalize on significant
macroeconomic tailwinds as Europe’s first source of battery-grade
lithium,” commented Steve Salis, CEO of Sizzle. “Backed by
accelerating demand for establishing additional capacity for
lithium supply in Europe, strategic global partners, and a seasoned
management team with deep expertise in the mining space, we believe
that the Project provides a compelling and unique opportunity for
U.S. investors to have exposure to the European EV supply
chain.”
“The team at Critical Metals has made significant progress
advancing Europe’s first licensed lithium mine and is well
positioned to be the largest supplier of battery-grade lithium in
the region,” added Vice Chairman of Sizzle, Jamie Karson. “We are
pleased to partner with Tony, Dietrich and the rest of the
excellent management team as Critical Metals becomes a publicly
traded company in the U.S. As reinforced by Critical Metals’
expected strategic arrangement with BMW AG, we believe the Project
will play a key role in further accelerating EV adoption in
Europe.”
Key Investment Highlights:
- Large and Growing Demand for Lithium-ion Batteries –
while lacking domestic supply sources for battery raw materials,
Europe has proven to be an early adopter of EVs, and a global
leader in the EV revolution. The Project is expected to provide
Europe with the supply it does not currently have.
- Europe’s First Licensed Lithium Spodumene Mine – mine
initially built by the Austrian government successfully
demonstrated its capability to supply high purity lithium (99.6%
lithium carbonate equivalent) at pilot plant.
- Economic Viability with PFS Completed and DFS Underway –
Project is expected to be well positioned to supply approximately
10,500 metric tons of battery-grade lithium concentrate per year
starting in 2025 from Zone 1. Positive drilling results confirm
Zone 2, an exploration target, could mirror Zone 1, doubling the
Project’s resource.
- Leverages Existing Infrastructure – existing exploration
mine in central Europe, 270km SW of Vienna, close to Graz and
Klagenfurt airport, as well as railway and highway access, which is
expected to reduce capital requirements to complete development of
the Project.
- Leading Domestic Offtake MOU with BMW AG – key strategic
off-take arrangement with BMW AG to supply 100% of the Project’s
Zone 1 lithium product, including a $15 million pre-payment;
binding agreement expected to be finalized in Q4 2022.
- Advanced Project Mine Life – Project expected to supply
battery-grade lithium concentrate for more than 20 years,
establishing a critical fully integrated lithium supplier for the
European EV industry.
Transaction Overview
The Proposed Transaction values the combined entity at an
implied pro forma enterprise value of approximately $838 million,
and at an implied pro forma market capitalization of approximately
$972 million. The implied pre-money equity value is $750 million.
The transaction is expected to provide approximately $159 million
in capital before transaction expenses and the impact of
redemptions by the public stockholders of Sizzle. European Lithium
will roll 100% of its existing equity in European Lithium AT
(Investments) Limited into the combined entity, retaining
approximately 80% of the combined company’s pro forma equity before
the impact of redemptions or any additional capital raised.
The Boards of Directors of each of European Lithium and Sizzle
have unanimously approved the transaction. The transaction will
require the approval of European Lithium and Sizzle stockholders
and is subject to other customary closing conditions. It is
currently expected that the transaction will close in the first
half of 2023.
Additional information about the proposed transaction consisting
of, among other things, a newly released video of the Project will
be available on the Critical Metals website at
https://criticalmetalscorp.com/.
Advisors
Jett Capital Advisors, LLC is acting as exclusive financial
advisor to European Lithium; White & Case LLP is acting as U.S.
legal advisor to European Lithium. Cohen & Company Capital
Markets, a division of J.V.B. Financial Group, LLC, is acting as
exclusive financial advisor and exclusive capital markets advisor
to Sizzle; Ellenoff, Grossman & Schole LLP is acting as legal
advisor to Sizzle.
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 a proposed business
combination (the “Proposed Business Combination”) among Sizzle,
European Lithium, European Lithium AT (Investments) Limited (the
“Company”), 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 the
Company will become wholly owned subsidiaries of Critical
Metals.
In connection with the Proposed Business Combination, Critical
Metals intends to file a registration statement on Form F-4 with
the Securities and Exchange Commission (“SEC”), which will include
a proxy statement to be sent to Sizzle shareholders and a
prospectus for the registration of Critical Metals securities in
connection with the Proposed Business Combination (as amended from
time to time, the “Registration Statement”). 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 Proposed Business Combination
and will contain important information about the Proposed Business
Combination and related matters. Shareholders of Sizzle and other
interested persons are advised to read, when available, 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 the
Company and the Proposed 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 Proposed 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 the Company and their respective directors and executive
officers may be deemed participants in the solicitation of proxies
from Sizzle’s shareholders in connection with the Proposed 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 June 13, 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 Proposed Business Combination
will be set forth in the proxy statement/prospectus for the
Proposed Business Combination, accompanying the Registration
Statement that Sizzle intends to file with the SEC. Additional
information regarding the interests of participants in the
solicitation of proxies in connection with the Proposed 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 Proposed 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’, European Lithium’s and/or the Company’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 ability of the parties to
complete the transactions contemplated by the Proposed Business
Combination in a timely manner or at all; the risk that the
Proposed 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, Critical Metals or the Company or
others following the announcement of the Proposed Business
Combination and any definitive agreements with respect thereto; the
inability to satisfy the conditions to the consummation of the
Proposed Business Combination, including the approval of the
Proposed 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 Proposed Business Combination; the ability to meet stock
exchange listing standards following the consummation of the
Proposed Business Combination; the effect of the announcement or
pendency of the Proposed Business Combination on European
Lithium’s, Sizzle’s and the Company’s business relationships,
operating results, current plans and operations of European Lithium
and the Company; the ability to recognize the anticipated benefits
of the Proposed 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, Sizzle and the Company may be adversely
affected by other economic, business, and/or competitive factors;
Critical Metals’, European Lithium’s and the Company’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 Proposed Business Combination;
European Lithium’s, Sizzle’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 that Sizzle or Critical Metals 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, Critical Metals,
European Lithium and/or the Company presently know, or that Sizzle,
Critical Metals, European Lithium and/or the Company 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 the Company 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.
1 The balance in Sizzle Acquisition Corp’s trust account was
$159,213,132.71 as of October 11, 2022.
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Critical Metals: Investors: IR@CriticalMetalsCorp.com
Media:
PR@CriticalMetalsCorp.com
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