| SIZZLE ACQUISITION |
On 26 October 2022, European Lithium Ltd (EUR) announced that it had entered into an acquisition agreement with Sizzle Acquisition Corp., a US special purpose acquisition company (Sizzle), pursuant to which EUR would sell its subsidiaries that held the Wolfsberg Lithium Project and certain other mineral permits prospective for lithium in Austria in consideration for the issuance of shares in the Company (Transaction). The Transaction was approved by EUR shareholders on 20 January 2023, and Sizzle shareholders approved the Transaction as a special meeting on 22 February 2024. CRML commenced trading on Nasdaq on 28 February 2024. The Company has accounted for the Transaction in accordance with the March 2013 IFRIC Agenda Decision. The Company’s listing expenses included the value of shares provided to Sizzle founding shareholders net of the net assets acquired in Sizzle. The listing expense of $63,410,794 has been calculated by the Company comprising: | | § | 4,221,600 shares in CRML to Sizzle founding shareholders, which in accordance with AASB 2 have been valued using the Sizzle common share price of $10.20 per share, | | | § | 91,999 shares in CRML to Sizzle existing shareholders, which in accordance with AASB 2 have been valued using the Sizzle common share price of $10.20 per share, | | | § | 799,600 public shares in CRML acquired by Empery, which in accordance with AASB 2 have been valued using a share price of $11.03 per share being the price paid for the shares by Empery on the open market, and | | | § | At completion of the Transaction, Sizzle had a net liability position of $10,473,822 as set out below. | In accordance with IFRS 2, the Company has treated the difference between the net liability position and fair value of the shares and warrants of $67,797,276 as a listing expense. | | | 28 February
2024
$ | | | Fair value of equity instruments to have been issued by CRML | | | | | Sizzle share consideration price | | $ | 10.20 | | | Total number of Sizzle shares at closing | | | | | | Sponsor shares | | | 4,313,599 | | | Sizzle Public shares | | | 91,999 | | | | | | 4,313,599 | | | | | | | | | Total fair value of equity instruments issued to Sizzle shareholders | | | 43,998,710 | | | Fair value of identifiable net assets of Sizzle: | | | | | | Cash and cash equivalent | | | 9,835,289 | | | Proceeds from trust account attributable to not redeemed shares held by Empery | | | (8,819,744 | ) | | Accrued offering costs and expenses | | | (11,979,192 | ) | | Excise tax payable | | | (1,630,890 | ) | | Deferred underwriters fee | | | (8,150,000 | ) | | Income tax payable | | | (675,442 | ) | | Promissory note – related party | | | (1,459,437 | ) | | Listed warrants | | | (919,150 | ) | | Fair value of identifiable net assets of Sizzle at 29 February 2024 | | | (23,798,566 | ) | | | | | | | | IFRS 2 listing expense | | | 67,797,276 | |
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