Sizzle Acquisition Corp.: M&A transaction — Sizzle Acquisition completes business combination with European Lithium, becomes Critical Metals Corp.

each of Steve Salis, Jamie Karson, Daniel Lee, Karen Kelley, Warren Thompson, David Perlin and Carolyn Trabuco ceased to be director and/or officers of Sizzle.

each of Steve Salis, Jamie Karson, Daniel Lee, Karen Kelley, Warren Thompson, David Perlin and Carolyn Trabuco ceased to be director and/or officers of Sizzle.

each of Steve Salis, Jamie Karson, Daniel Lee, Karen Kelley, Warren Thompson, David Perlin and Carolyn Trabuco ceased to be director and/or officers of Sizzle.

Tony Sage, Carolyn Trabuco, Malcolm Day, Michael Hanson and Mykhailo Zhernov were appointed to serve as directors of Pubco

Tony Sage, Carolyn Trabuco, Malcolm Day, Michael Hanson and Mykhailo Zhernov were appointed to serve as directors of Pubco

each of Steve Salis, Jamie Karson, Daniel Lee, Karen Kelley, Warren Thompson, David Perlin and Carolyn Trabuco ceased to be director and/or officers of Sizzle.

the board of directors of Pubco appointed the following officers: Tony Sage as Executive Chairman and Dietrich Wanke as Chief Executive Officer.

Tony Sage, Carolyn Trabuco, Malcolm Day, Michael Hanson and Mykhailo Zhernov were appointed to serve as directors of Pubco

each of Steve Salis, Jamie Karson, Daniel Lee, Karen Kelley, Warren Thompson, David Perlin and Carolyn Trabuco ceased to be director and/or officers of Sizzle.

each of Steve Salis, Jamie Karson, Daniel Lee, Karen Kelley, Warren Thompson, David Perlin and Carolyn Trabuco ceased to be director and/or officers of Sizzle.

each of Steve Salis, Jamie Karson, Daniel Lee, Karen Kelley, Warren Thompson, David Perlin and Carolyn Trabuco ceased to be director and/or officers of Sizzle.

Tony Sage, Carolyn Trabuco, Malcolm Day, Michael Hanson and Mykhailo Zhernov were appointed to serve as directors of Pubco

the board of directors of Pubco appointed the following officers: Tony Sage as Executive Chairman and Dietrich Wanke as Chief Executive Officer.

Sizzle adopted an amended and restated certificate of incorporation which are substantially in the form as described in the Proxy Statement, in accordance with Sizzle becoming a wholly-owned subsidiary of Pubco in connection with the Merger.

On February 27, 2024 (the “Closing Date”), Sizzle Acquisition Corp., a Delaware corporation (“Sizzle”) and European Lithium Limited, an Australian public company limited by shares (ASX: EUR) (“European Lithium”) consummated (the “Closing”) the previously announced business combination (the “Business Combination”), pursuant to that certain Agreement and Plan of Merger, dated as of October 25, 2022 (as amended on January 4, 2023, July 7, 2023 and November 17, 2023, and as amended and supplemented from time to time, the “Business Combination Agreement”) by and among Sizzle, European Lithium, European Lithium AT (Investments) Limited, a BVI business company incorporated in the British Virgin Islands and a direct, wholly owned subsidiary of European Lithium (“EUR BVI”), Critical Metals Corp., a BVI business company incorporated in the British Virgin Islands (“Pubco”) and Project Wolf Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Pubco (“Merger Sub”).

Simultaneously with the Closing, and in connection with the PIPE Financing (as defined in the definitive proxy statement /prospectus filed by Sizzle with the Securities and Exchange Commission (“SEC”) on December 28, 2023, as supplemented (the “Proxy Statement”)), holders of Pubco Ordinary Shares as of the Closing, other than the PIPE Investors (as defined in the Proxy Statement) and Sizzle’s public shareholders, entered into a lock-up for a period of one year after the Closing and Pubco will be restricted from issuing additional shares or filing any registration statements with the SEC for a period of 60 days after the Closing, subject to certain specified exceptions.

In connection with the Closing, and Cantor’s agreement to the Lock-up Agreement described above, Pubco and Sizzle agreed to pay to Cantor such commission as of the Closing, including the amounts set forth in the Proxy Statement, in the aggregate amount of 1,200,000 ordinary shares of Pubco (the “Cantor Fee Shares”), payable and delivered, at Closing (the “Cantor Fee Modification Agreement”).