Binding lithium offtake agreement will supply
battery-grade lithium hydroxide to the premium automotive
manufacturer
BMW to make an advance payment of US$15
million
European Lithium Ltd (ASX: EUR) (“European Lithium”), a mineral
exploration company in a proposed business combination (the
“Proposed Business Combination”) with Sizzle Acquisition Corp
(Nasdaq: SZZL) (“Sizzle”) to form Critical Metals Corp. (“Critical
Metals” or the “Company”), today announced that it has signed a
binding long term lithium offtake agreement (the “Offtake
Agreement”) via its wholly-owned Austrian subsidiary ECM Lithium AT
GmbH (“ECM Lithium”) with auto manufacturer Bayerische Motoren
Werkte Aktiengesellschaft (“BMW”). Upon closing of the Proposed
Business Combination, ECM Lithium will become a wholly-owned
subsidiary of the Company. The Offtake Agreement secures the
Company’s first offtake of battery-grade lithium hydroxide to be
sourced from the Wolfsberg Lithium Project (the “Project”) in
Austria.
Critical Metal’s Executive Chairman, Tony Sage, commented: “With
the signing of the binding offtake agreement with BMW, our first
offtake is secured, and we look forward to partnering with BMW in
the future.”
Securing its first offtake is a key milestone which will allow
the Company to focus on the final steps of development and
construction of the Project. As part of the Offtake Agreement, BMW
has been granted the first right to purchase 100% of the lithium
hydroxide produced from the identified resources at the
Project.
The material terms of the Offtake Agreement include:
- Prepayment: BMW to make an advance payment of US$15
million to ECM Lithium to be repaid through equal set offs against
LiOH delivered to BMW.
- Conditions: Successful start of commercial production at
the Project and full product qualification and certification.
Other terms:
- Commencement: supply of lithium hydroxide product
expected to begin in 2026 and continue for 6 years until 2031, at
which time the Offtake Agreement can be extended for 3 years.
- Pricing: will be based on fast market spot prices for
lithium hydroxide with a discount applied.
- Quantity: approximately 50,000 metric tonnes of battery
grade lithium hydroxide, commencing in the first year with 5,000
metric tonnes and 9,000 metric tonnes each year thereafter.
Proposed Business Combination to Form Critical Metals
Upon closing of the Proposed Business Combination, which is
expected to occur in the first half of 2023, Critical Metals is
expected to be a leading lithium mining company and intends to list
its shares on Nasdaq under the symbol “CRML.” As agreed in the
Proposed Business Combination, Critical Metals will own the
Project, which is currently owned by European Lithium’s wholly
owned subsidiary, European Lithium AT (Investments) Limited (“EUR
BVI”), 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.
About Critical Metals Corp.
At the closing of the Proposed Business Combination, announced
on October 24, 2022, between EUR BVI, a wholly owned subsidiary of
European Lithium, and Sizzle, 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 Project located in Carinthia, 270 km south
of Vienna, Austria, via its wholly owned subsidiary, EUR BVI.
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 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/.
Additional Information and Where to Find It
This press release is provided for informational purposes only
and contains information with respect to the Proposed 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.
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 EUR
BVI 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 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 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’, 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 Proposed
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
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 or EUR BVI 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 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 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 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 Proposed 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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version on businesswire.com: https://www.businesswire.com/news/home/20221220005798/en/
Critical Metals Corp. Investor Relations:
ir@criticalmetals.com Media: pr@criticalmetals.com
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