I read the figures quite differently.
Firstly, as stated previously, Eur owns 83.03% of the shares in CRML that equates to 67,788,383 shares. This means that there currently exists 67,788,383/0.8303 = 81,643,241 shares in total. As such, there are 81,643,241 - 67,788,383 = 13,854,858 shares that are NOT owned by EUR.
Upon reading the notice "Critical Metals Corp. Completes Business Combination", it is stated that the PIPE investment of 10 million dollars was for 1 million CRML shares. These shares were traded after the Sizzle redemption deadline. These shares appear to have been traded from szzl investers to the PIPE at $0.001 per share (equating $1000) + purchase price of $1,000,000.
"Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and
purchase from Critical Metals, and Critical Metals agreed to issue and sell to the PIPE Investors, an
aggregate of 1,000,000 ordinary shares, par value US$0.001 per share (each, a Pubco Share), of Critical
Metals for a purchase price of US$10.00 per share, resulting in an aggregate purchase price of US$10
million for all three PIPE Investors (the PIPE Financing).
The accredited investors’ subscription obligations under the Subscription Agreement have now been
satisfied. They were partly offset on a share for share basis by open market purchases of Sizzle’s public
shares of common stock, par value US$0.0001 per share (each, a Public Share) after Sizzle’s redemption
deadline where the PIPE Investors made such purchases at no more than the redemption price and did
not redeem such Public Shares (and where Critical Metals would pay to the PIPE Investors at the
consummation of the Transaction the difference between the price paid by the PIPE Investors for such
open market purchases and US$10.00 per share). Through a combination of the PIPE Financing and the
open market purchases, the PIPE Investors purchased approximately US$10 million of shares in
accordance with the Subscription Agreements."
So the PIPE financing also gain an additional 1 million warrants (redeemable at an additional $10 per share) expiring 1 year after the initial transaction. The warrants would require additional shares in CRML to be created and do not count as part of the current 81,643,241 shares.
"In addition to the above, the PIPE Financing included the issuance of a warrant by Critical Metals to the
PIPE Investors that will permit the PIPE Investors to purchase up to an additional 1 million ordinary shares
at an exercise price of US$10.00 per share (subject to adjustment, including full ratchet anti-dilution
protection), expiring on the first anniversary of the closing of the Transaction which together with the
PIPE Financing and open market purchases described above, would raise a total of US$20 million if the
warrant is fully exercised. The warrants in Critical Metals are otherwise on standard terms and
conditions."
So what I do not understand is, if the PIPE investment, purchased from the current SZZL shares, removed 1 million CRML shares (13,854,858 - 1,000,000) then:
a) who owns the 12,854,858 remaining shares?
b) what price was equated to these shares then?
P.S. I did ask earlier if anyone can find the original notice regarding the $10 million PIPE investment as I recall the explanation in that first notice seemed quite different to this summative Business completion notice regarding the PIPE investment. I recall the wording to be quite strange appearing as though the PIPE investment actually received 3 million shares for the price of 1 million shares as well as additional warrants. But I am tired and have not been able to locate the original asx notice regarding the PIPE investment.
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