Ann: Trading Halt, page-85

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ithinkican

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02/06/23

19:49

Post #: 68108092
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Originally posted by BRProject: ↑

Sorry I don't understand the question. I supposed you're trying to understand the merger?

Best to view it as IPO, PF8 (the two subsidiaries which is "Wolfsberg project" and just calling it PF8 for simplicity) is the asset and SZZL is the bank account.

The percentage ownership is dependent on how much capital is raised at IPO...

750mil + 46mil = USD796million (enterprise value)
So that would mean 94:8 split (PF8:SZZL) of CRML

750mil + 100mil = USD850million
So that means 88:12 split (PF8:SZZL) of CRML

750mil + 150mil = USD900M worth of shares
So that means 83% vs 17%

Add in whatever more shares issued for whoever at market.

It's basically PF8 capital raise and SZZL bidding for those shares... but instead of PF8 listing directly, it's a de-SPAC merger which is a fancy complicated way of using SZZL's already listed entity (shell anyway), and issuing more shares (to PF8) while converting the ticker to "CRML" with new company name.

Once CRML is trading, the pro forma market cap is forecast to be higher than the enterprise value. So Legal team (White & Case) is basically alluding, CRML will likely increase in value upon IPO... per what has been submitted to SEC.

There will be a clause that EUR cannot sell shares for a period of time. This can be 6 months or 9 months (as what was mentioned but not set in stone) or 12 months... you get the picture. Hence ASX:EUR, if so holding 80% of Nasdaq:CRML shares and CRML trades at, say USD500Million market cap, then technically EUR should be valued at 80% of that plus other assets.

Fast forward to the future (which no point at this time but let's play it out), EUR (company) holding CRML shares can do the following:
- Retain CRML shares
- Divest the shares
-- Divest by selling shares (dividends to EUR SHs)
-- Divest by distributing CRML shares to EUR (basically same as dividends to EUR SHs but with shares)

Considering EUR Board is to basically run the show on CRML, and also what Tony has alluded to is that CRML and EUR will part ways... I am of the opinion the 3rd option, distributing CRML shares to EUR shareholders. The company part ways but EUR shareholders will then own shares with both companies, CRML and EUR.

Should "divestment" does happen in the future, it remains possible for CRML to acquire EUR assets (the other assets not related to Wolfsberg project). Although the wise thing to do is for EUR to develop those assets first (value adding) prior to divesting and selling to, say CRML.. or not and it runs as it's own mining company and sell products to CRML. A lot can happen by then, who knows.

So to sum it all up, this merger will be the re-rate everyone is gearing for. Pretty sure I've alluded on that but there, I've explicitly said it.

Our "capital" is not in Australia. It's in Northern Atlantic.

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hey mate, thanks for all those details, i really appreciate your input on HC.

i do understand better now thank you.

i guess what i am looking for is assurance in writing/contract of us shareholders getting our fair share.

i do understand it depends on many stages being completed which is fine. i just don't want to see assets shifted around with us left holding the bag.

great to see a 10.5 close for once.

EUR Price at posting: 10.5¢ Sentiment: Hold Disclosure: Held
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Last 2.4¢		Change 0.001(4.35%)		Mkt cap ! $33.55M

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