European Lithium Limited (ASX: EUR, FRA:PF8, OTC: EULIF) (European Lithium or the Company) advises that Sizzle Acquisition Corp, a publicly traded special purpose acquisition company (Nasdaq: SZZL) (Sizzle), has filed a preliminary proxy statement with the U.S. Securities and Exchange Commission (the SEC) related to a special meeting of stockholders primarily to approve an amendment to its certificate of incorporation to extend the date by which it must either consummate an initial business combination or wind up and redeem 100% of Sizzle’s outstanding public shares, from February 8, 2024 to August 8, 2024, or such earlier date as determined by Sizzle’s Board of Directors (the Extension Proposal).
HIGHLIGHTS
Special Meeting of Sizzle’s stockholders to approve the proposed business combination with Critical Metals Corp (Critical Metals or CRML) expected to be held on 23 January 2024; and Sizzle separately seeking extension of business combination deadline under its charter to provide additional time in the event of unforeseen delays.
On 26 October 2022, European Lithium announced that it has entered into a business combination agreement with Sizzle 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 (Critical Metals) which is expected to be listed on NASDAQ under the symbol “CRML” (Transaction).
The purpose of the Extension Proposal is to allow Sizzle additional time to complete the Transaction if the Transaction has not been consummated prior to or on February 8, 2024. Sizzle has not yet set a date or time for the special meeting related to the Extension Proposal. If the Transaction is completed on or prior to February 8, 2024, the special meeting for the Extension Proposal will not occur.
European Lithium shareholders approved the Transaction on 20 January 2023 and on 28 December 2023 the Company announced that the Form F-4 Registration Statement of Critical Metals (F-4 Registration Statement or F-4) in relation to the Transaction had been declared effective by the U.S. Securities and Exchange Commission (the SEC).
A special meeting of Sizzle stockholders to vote on the approval and adoption of the business combination agreement for the Transaction, and related proposals, is scheduled to be held in virtual format on January 23, 2024 at 10:00 a.m. Eastern Time. Sizzle’s stockholders of record as of the close of business on December 26, 2023 are entitled to vote at the special meeting. The Transaction is expected to be completed as soon as practicable following the conclusion of the special meeting of Sizzle stockholders to vote on the approval and adoption of the business combination agreement for the Transaction (assuming the satisfaction or waiver of the other conditions to closing as set forth in the business combination agreement).
Following completion of the Transaction, EUR will be issued US$750 million worth of ordinary shares in CRML. This announcement has been approved for release on ASX by the Board of Directors.
This announcement is intended to lift the trading halt requested on 8 January 2024.
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