Lifezone Metals Ltd 20-F, filed Jul 11, 2023
Lifezone Metals Ltd (LZM)
About this 20-F
Lifezone Metals Ltd filed this 20-F on July 11, 2023, covering the fiscal year ended July 6, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
(Mark One)
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report: July 6, 2023
Commission File Number: 001-41737
Lifezone Metals Limited
(Exact name of Registrant as specified in its charter)
Isle of Man
(Jurisdiction of incorporation or organization)
Commerce House, 1 Bowring Road
Ramsey, Isle of Man, IM8 2TF
(Address of principal executive offices)
Chris Showalter
Lifezone Metals Limited
Commerce House, 1 Bowring Road
Ramsey, Isle of Man, IM8 2TF
Telephone number: +44 (0)1624 811 611
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Ordinary shares, par value $0.0001 per share | LZM | New York Stock Exchange | ||
| Warrants, each whole warrant exercisable for one Ordinary Share at an exercise price of $11.50 | LZMW | New York Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the shell company report:
| Ordinary Shares | 79,418,599 | |
| Warrants | 14,467,500 |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | Non accelerated filer | ☒ |
| Emerging growth company | ☒ |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP ☐ | International Financial Reporting Standards as issued | Other ☐ | |
| by the International Accounting Standards Board ☒ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☐
TABLE OF CONTENTS
| EXPLANATORY NOTE | ii | ||
| SPECIAL NOTE ABOUT FORWARD LOOKING STATEMENTS | iii | ||
| PART I | 1 | ||
| Item 1. | Identity of Directors, Senior Management and Advisers | 1 | |
| Item 2. | Offer Statistics and Expected Timetable | 1 | |
| Item 3. | Key Information | 1 | |
| Item 4. | Information on the Company | 2 | |
| Item 4A. | Unresolved Staff Comments | 3 | |
| Item 5. | Operating and Financial Review and Prospects | 4 | |
| Item 6. | Directors, Senior Management and Employees | 4 | |
| Item 7. | Major Shareholders and Related Party Transactions | 5 | |
| Item 8. | Financial Information | 7 | |
| Item 9. | The Offer and Listing | 7 | |
| Item 10. | Additional Information | 8 | |
| Item 11. | Quantitative and Qualitative Disclosures About Market Risk | 10 | |
| Item 12. | Description of Securities Other than Equity Securities | 10 | |
| PART II | 11 | ||
| PART III | 11 | ||
| Item 17. | Financial Statements | 11 | |
| Item 18. | Financial Statements | 11 | |
| Item 19. | Exhibits | 11 | |
i
On July 6, 2023 (the “Closing Date”), Lifezone Metals Limited, an Isle of Man company (the “Company”), consummated the previously announced business combination pursuant to the Business Combination Agreement, dated as of December 13, 2022 (as amended, modified or supplemented from time to time, the “Business Combination Agreement”), by and among the Company, GoGreen Investments Corporation, an exempted company incorporated under the laws of the Cayman Islands (“GoGreen”), GoGreen Sponsor 1 LP, a Delaware limited partnership (the “Sponsor”), Aqua Merger Sub, a Cayman Islands exempted company (the “Merger Sub”) and wholly owned direct subsidiary of the Company, Lifezone Holdings Limited, an Isle of Man company (“LHL”), Keith Liddell, solely in his capacity as LHL Shareholders representative, and the shareholders of LHL party thereto. Pursuant to the Business Combination Agreement, among other things, (a) GoGreen merged with and into the Merger Sub, with the Merger Sub surviving the merger and the shareholders of GoGreen (other than shareholders of GoGreen who elected to redeem their GoGreen ordinary shares and dissenting shareholders) receiving ordinary shares, with $0.0001 par value per share, of the Company (“Ordinary Shares”) (the “Merger”), (b) (i) each issued and outstanding GoGreen public warrant converted into, and was exchanged for, the right to receive one Company public warrant and (ii) each issued and outstanding GoGreen private warrant converted into and was exchanged for the right to receive one Company private warrant (in the case of each GoGreen public warrant and GoGreen private warrant, rounded down to the nearest whole number of warrants without cash settlement for such rounded fraction in accordance with the terms of the Business Combination Agreement) (the Company public warrants and the Company private warrants, together, the “Warrants”) and (c) the Company acquired all of the issued and outstanding share capital of LHL from LHL Shareholders for Ordinary Shares and, subject to the terms and conditions of the Business Combination Agreement, the Earnout Shares (defined below), such that LHL became a direct wholly owned subsidiary of the Company (the “Share Acquisition”, the Merger and the other transactions contemplated by the Business Combination Agreement and the Ancillary Documents (as defined in the Company’s Amendment No. 2 to the Registration Statement on Form F-4 (File No. 333-271300) filed with the Securities and Exchange Commission (the “SEC”) on June 2, 2023 (the “Form F-4”)) referred to therein, collectively, the “Business Combination”).
Concurrently with the execution of the Business Combination Agreement, GoGreen and the Company entered into subscription agreements (the “Subscription Agreements”) with certain individual and institutional investors (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to such PIPE Investors in a private placement, an aggregate of 7,017,317 Ordinary Shares at $10.00 per share for gross proceeds of $70,173,170 (the “PIPE Financing”) immediately following the consummation of the Share Acquisition. The PIPE Financing closed concurrently with the Business Combination.
The Business Combination was consummated on July 6, 2023. The transaction was unanimously approved by GoGreen’s board of directors and was approved at the extraordinary general meeting of GoGreen’s shareholders held on June 29, 2023 (the “Extraordinary General Meeting”). GoGreen’s shareholders also voted to approve all other proposals presented at the Extraordinary General Meeting. As a result of the Business Combination, the Merger Sub, as the surviving entity after the Merger, and LHL each became wholly owned subsidiaries of the Company. On July 6, 2023, Ordinary Shares and the Warrants commenced trading on the New York Stock Exchange (“NYSE”), under the new ticker symbols “LZM” and “LZMW,” respectively.
Certain amounts that appear in this Report may not sum due to rounding.
ii
SPECIAL NOTE ABOUT FORWARD LOOKING STATEMENTS
Some of the statements contained in this shell company report on Form 20-F (including information incorporated by reference herein, this “Report”) constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act of 1934, as amended (the “Exchange Act”), regarding, among other things, the plans, strategies and prospects, both business and financial, of the Company. These statements are based on the beliefs and assumptions of the management of the Company. Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, the Company cannot assure you that it will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “predicts,” “projects,” “forecasts,” “may,” “might,” “will,” “could,” “should,” “would,” “seeks,” “plans,” “scheduled,” “possible,” “continue,” “potential,” “anticipates” or “intends” or similar expressions; provided that the absence of these does not means that a statement is not forward-looking. Forward-looking statements contained in this Report include, but are not limited to, statements about the ability of the Company following the Closing to:
| ● | the Company’s ability to maintain the listing of Ordinary Shares and the Warrants on the NYSE; | |
| ● | the risk that the consummation of the Business Combination disrupts current plans and operations of LHL; | |
| ● | realize the benefits expected from the Business Combination and the transactions contemplated thereby; | |
| ● | achieve projections and anticipate uncertainties relating to the business, operations and financial performance of the Company after the Business Combination, including: | |
| ○ | expectations with respect to financial and business performance, including financial projections and business metrics and any underlying assumptions; | |
| ○ | expectations regarding product and technology development and pipeline; | |
| ○ | expectations regarding market size; | |
| ○ | expectations regarding the competitive landscape and the ability to develop, design and sell products and services that are differentiated from those competitors; | |
| ○ | expectations regarding future acquisitions, partnerships or other relationships with third parties; | |
| ○ | future capital requirements and sources and uses of cash, including the ability to obtain additional capital in the future; | |
| ● | retain and hire necessary employees; | |
| ● | attract, train and retain effective officers, key employees or directors; | |
| ● | enhance future operating and financial results; | |
| ● | comply with applicable laws and regulations; | |
| ● | stay abreast of modified or new laws and regulations applying to its business, including privacy regulation; | |
| ● | anticipate the impact of, and response to, new accounting standards; | |
| ● | anticipate the significance and timing of contractual obligations; |
iii
| ● | maintain key strategic relationships with partners and customers; | |
| ● | respond to uncertainties associated with product and service development and market acceptance; | |
| ● | successfully defend litigation; | |
| ● | upgrade, maintain and secure information technology systems; | |
| ● | acquire, maintain and protect intellectual property; | |
| ● | anticipate rapid technological changes; | |
| ● | meet future liquidity requirements and comply with restrictive covenants related to long-term indebtedness; | |
| ● | effectively respond to general economic and business conditions; | |
| ● | obtain additional capital, including use of the debt market; and | |
| ● | successfully deploy the proceeds from the Business Combination. |
While forward-looking statements reflect the Company’s good faith beliefs, they are not guarantees of future performance. Except as otherwise required by applicable law, the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this Report, except as required by applicable law. For a further discussion of these and other factors that could cause the Company’s future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section “Risk Factors” of the Form F-4, which is incorporated by reference into this Report. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to the Company.
iv
| Item 1. | Identity of Directors, Senior Management and Advisers |
| A. | Directors and Senior Management |
The directors and executive officers of the Company upon the consummation of the Business Combination are set forth in the Form F-4, in the section titled “Management of Lifezone Metals Following the Proposed Transactions,” and under Item 6.A of this Report, which are incorporated herein by reference. The business address for each of the Company’s directors and executive officers is Commerce House, 1 Bowring Road, Ramsey, IM8 2LQ, Isle of Man.
| B. | Advisers |
Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, New York 10019, United States, has acted as counsel for the Company with respect to New York and U.S. Federal law and continues to act as counsel for the Company with respect to New York and U.S. Federal law following the completion of the Business Combination.
Travers Smith, 10 Snow Hill, London, EC1A 2AL, United Kingdom, has acted as counsel for the Company with respect to U.K. law and continues to act as counsel for the Company with respect to U.K. law following the completion of the Business Combination.
Appleby (Isle of Man) LLC, 33-37 Athol Street, Douglas, Isle of Man, IM1 1LB, has acted as counsel for the Company with respect to Isle of Man law and continues to act as counsel for the Company with respect to Isle of Man law following the completion of the Business Combination.
| C. | Auditors |
The Company was incorporated on December 8, 2022 for the purpose of effectuating the Business Combination. Prior to the consummation of the Business Combination, the Company had no material assets and did not operate any businesses. Accordingly, no financial statements of the Company have been included in this Report.
Grant Thornton Ireland has acted as the independent registered public accounting firm for LHL, the accounting acquiror in the Business Combination, for the years ended December 31, 2022 and 2021. Following the Closing, the Company intends to retain Grant Thornton Ireland as the Company’s independent registered public accounting firm.
| Item 2. | Offer Statistics and Expected Timetable |
Not applicable.
| Item 3. | Key Information |
| A. | [Reserved] |
1
| B. | Capitalization and Indebtedness |
The following table sets forth the capitalization of the Company on an unaudited pro forma combined basis as of March 31, 2023, after giving effect to the Business Combination and the PIPE Financing.
As of March 31, 2023 | USD Thousands | |||
| Cash and cash equivalents | 99,586 | |||
| Debt: | ||||
| Loans and borrowings (non-current) | 0 | |||
| Loans and borrowings (current) | 0 | |||
| Total indebtedness | 0 | |||
| Equity: | ||||
| Share capital | 8 | |||
| Share premium | 482,804 | |||
| Share based payment reserve | 1,576 | |||
| Translations reserve | 34 | |||
| Redemption reserve | 281 | |||
| Noncontrolling interests | 83,516 | |||
| Retained earnings (accumulated deficit) | (447,819 | ) | ||
| Other reserves | (15,495 | ) | ||
| Total shareholders’ equity | 104,905 | |||
| Total capitalization | 104,905 | |||
| C. | Reasons for the Offer and Use of Proceeds |
Not applicable.
| D. | Risk Factors |
The risk factors associated with the Company are described in the Form F-4 in the section titled “Risk Factors,” which is incorporated herein by reference.
| Item 4. | Information on the Company |
| A. | History and Development of the Company |
See “Explanatory Note” in this Report for additional information regarding the Company and the Business Combination Agreement. The Company was incorporated under the laws of the Isle of Man on December 8, 2022 solely for the purpose of effectuating the Business Combination. The mailing address of the Company’s registered office is Commerce House, 1 Bowring Road, Ramsey, Isle of Man, IM8 2LQ. The Company’s principal executive office is Commerce House, 1 Bowring Road, Ramsey, Isle of Man IM8 2LQ. The telephone number of the Company’s principal executive office is +44 1624 811 611. The history and development of the Company and the material terms of the Business Combination are described in the Form F-4 under the headings “Summary of the Proxy Statement/Prospectus,” “The Business Combination,” and “Description of Lifezone Metals’ Securities,” which are incorporated herein by reference.
The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The SEC’s website is http://www.sec.gov. The Company’s principal website address is https://www.lifezonemetals.com. We do not incorporate the information contained on, or accessible through, the Company’s websites into this Report, and you should not consider it a part of this Report.
2
| B. | Business Overview |
Following and as a result of the Business Combination, all of the Company’s business is conducted through LHL and its subsidiaries. A description of the business is included in the Form F-4 in the sections titled “Information About Lifezone Holdings Limited” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of LHL,” which are incorporated herein by reference.
| C. | Organizational Structure |
Upon consummation of the Business Combination, LHL became a wholly owned subsidiary of the Company. The subsidiaries of the Company are listed below:
| Legal Name | Jurisdiction of Incorporation | Percentage Ownership Interest Held by the Company | ||||
| Aqua Merger Sub | Cayman Islands | 100 | % | |||
| Kabanga Holdings Limited | Cayman Islands | 83 | % | |||
| Kabanga Nickel Company Limited | Tanzania | 83 | % | |||
| Kabanga Nickel Limited | United Kingdom | 83 | % | |||
| Kagera Mining Company Limited | Tanzania | 83 | % | |||
| Kellplant (Pty) Limited | South Africa | 33 | % | |||
| Kelltech Limited | Mauritius | 50 | % | |||
| Kelltechnology South Africa (RF) (Pty) Limited | South Africa | 33 | % | |||
| Lifezone Holdings Limited | Isle of Man | 100 | % | |||
| Lifezone Limited | Isle of Man | 100 | % | |||
| LZ Services Limited | United Kingdom | 100 | % | |||
| Metprotech Pacific Pty Limited | Australia | 100 | % | |||
| Romanex International Limited | Canada | 83 | % | |||
| Tembo Nickel Corporation Limited | Tanzania | 70 | % | |||
| Tembo Nickel Mining Company Limited | Tanzania | 70 | %* | |||
| Tembo Nickel Refining Company Limited | Tanzania | 70 | %* | |||
| * | At the time Tembo Nickel Mining Company Limited (“Tembo Mining”) and Tembo Nickel Refining Company Limited (“Tembo Refining” and, together with Tembo Mining, the “JVC Subsidiaries”) were incorporated by the Government of Tanzania (the “GoT”), the articles of association and share capital of each of Tembo Mining and Tembo Refining provided the GoT with a 16% non-dilutable free-carried interest in each entity, with Tembo Nickel Corporation Limited (“TNL”) holding the remaining 84% interest. Based on discussions with the GoT, LHL understands that the GoT has acknowledged TNL’s right under the Framework Agreement, dated January 19, 2021, between Kabanga Nickel Limited and the GoT, to own 100% of each JVC Subsidiary and expects that the GoT will amend the articles of association and share capital of the JVC Subsidiaries to correct this administrative error, which correction is expected to occur in the second half of 2023. However, as of the date of this Report, the GoT continues to hold a 16% non-dilutable free-carried interest in each JVC Subsidiary and we cannot guarantee that the articles of association and share capital of the JVC Subsidiaries will be amended in a timely manner. For more information, see the section of the Form F-4 titled “Risk Factors — Risks Related to Operational Factors Affecting Lifezone Metals — Due to an inadvertent administrative error during incorporation, the articles of association and share capital of each JVC Subsidiary provide the GoT with a 16% non-dilutable free-carried interest in such JVC Subsidiary in addition to the 16% non-dilutable free-carried interest in TNL.” |
| D. | Property, Plants and Equipment |
The Company’s property, plants and equipment are held through LHL. Information regarding LHL’s property, plants and equipment is described in the Form F-4 under the headings “Information About Lifezone Holdings Limited—Properties,” and “The Description of the Kabanga Project,” which information is incorporated herein by reference.
| Item 4A. | Unresolved Staff Comments |
Not applicable.
3
| Item 5. | Operating and Financial Review and Prospects |
Following and as a result of the Business Combination, the business of the Company is conducted through LHL, the Company’s direct, wholly owned subsidiary, and LHL’s subsidiaries.
The discussion and analysis of the financial condition and results of operation of LHL is included in the Form F-4 in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of LHL,” which information is incorporated herein by reference.
| Item 6. | Directors, Senior Management and Employees |
| A. | Directors and Senior Management |
The directors and executive officers of the Company upon the consummation of the Business Combination are set forth in the Form F-4, in the section titled “Management of Lifezone Metals After the Proposed Transactions,” which is incorporated herein by reference.
On June 14, 2023, the Company announced that Ingo Hofmaier would serve as the Company’s Chief Financial Officer upon the consummation of the Business Combination.
Ingo Hofmaier, age 47, is a market-facing finance executive with over 20 years of experience in financial reporting, tax, commercial contracts, project corporate finance and mergers and acquisitions and investment banking. Mr. Hofmaier was previously the chief executive officer at Omico Mining Corp., a Namibian copper exploration and development company, and he has also served as the chief financial officer of SolGold plc, an LSE and TSX-listed copper and gold developer. He brings corporate finance, financial and risk management experience in global commodity markets across a diverse range of geographies, including Africa and the Americas.
Mr. Hofmaier’s experience also includes time as a partner at Hannam & Partners in London, where he was responsible for metals & mining corporate finance, as well as at Rio Tinto, Capgemini and Wienerberger AG, a building material and industrial minerals group, where he was financial controller for the US business and commercial director during the successful project execution and market entry in India, among other roles. Mr. Hofmaier is also an independent board member of First Tin plc, an LSE main market-listed tin development company, where he chairs both the audit and risk and nominations and remuneration committees. Mr. Hofmaier is based in London, while travelling frequently to North America and Tanzania.
| B. | Compensation |
Information pertaining to the compensation of the directors and executive officers of the Company is set forth in the Form F-4, in the section titled “Executive Compensation,” which is incorporated herein by reference.
2023 Omnibus Incentive Compensation Plan
Following the consummation of the Business Combination, the Company adopted the 2023 Omnibus Incentive Compensation Plan (the “2023 Plan”) in order to give the Company a competitive advantage in attracting, retaining, awarding and motivating directors, officers, employees and consultants by granting equity and equity-based awards. The 2023 Plan permits the grant of options to purchase Ordinary Shares, stock appreciation rights, restricted shares, restricted stock units or other equity or equity related awards, in each case, in respect of Ordinary Shares and cash incentive awards, thus enhancing the alignment of employee and shareholder interests.
The initial share limit under the 2023 Plan is the number of Ordinary Shares equal to 10% of the Company’s fully-diluted share capital as of immediately following the consummation of the Business Combination.
4
| C. | Board Practices |
Information pertaining to the Company’s board of directors practices is set forth in the Form F-4, in the section titled “Management of Lifezone Metals After the Proposed Transactions,” which is incorporated herein by reference.
| D. | Employees |
Information pertaining to the Company’s employees is set forth in the Form F-4, in the section titled “Information About Lifezone Holdings Limited—Employees,” which is incorporated herein by reference.
| E. | Share Ownership |
Ownership of the Company’s shares by its directors and executive officers upon consummation of the Business Combination and the PIPE Financing is set forth in Item 7.A of this Report.
| Item 7. | Major Shareholders and Related Party Transactions |
| A. | Major Shareholders |
The following table sets forth information regarding the beneficial ownership of Ordinary Shares as of the date hereof by:
| ● | each person known by us to be the beneficial owner of more than 5% of Ordinary Shares; |
| ● | each of our directors and executive officers; and |
| ● | all our directors and executive officers as a group. |
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if that person possesses sole or shared voting or investment power over that security. A person is also deemed to be a beneficial owner of securities if that person has a right to acquire within 60 days, including, without limitation, through the exercise of any option, warrant or other right or the conversion of any other security. Such securities, however, are deemed to be outstanding only for the purpose of computing the percentage beneficial ownership of that person but are not deemed to be outstanding for the purpose of computing the percentage beneficial ownership of any other person. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities.
As of the date hereof, there are 79,418,599 Ordinary Shares issued and outstanding.
5
Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all shares of voting shares beneficially owned by them.
| Beneficial Owner Five Percent Holders of the Company: | Ordinary Shares | % of Ordinary Shares | ||||||
| Peter Smedvig(1) | 13,820,941 | 17.40 | % | |||||
| Celtic Trust Company Limited(2) | 9,833,069 | 12.38 | % | |||||
| GoGreen Sponsor 1 LP(3) | 6,468,600 | 8.14 | % | |||||
| Directors and Executive Officers of the Company: | ||||||||
| Keith Liddell(4) | 23,701,437 | 29.84 | % | |||||
| Chris Showalter | 3,438,942 | 4.33 | % | |||||
| Ingo Hofmaier | — | — | ||||||
| Gerick Mouton | — | — | ||||||
| Dr. Mike Adams(5) | 4,076,842 | 5.13 | % | |||||
| Spencer Davis | — | — | ||||||
| Natasha Liddell | 186,003 | * | ||||||
| Anthony von Christierson | 506,128 | * | ||||||
| Govind Friedland | 25,000 | * | ||||||
| John Dowd(6) | 6,568,600 | 8.27 | % | |||||
| Robert Edwards | — | — | ||||||
| Jennifer Houghton | — | — | ||||||
| Mwanaidi Maajar | — | — | ||||||
| Beatriz Orrantia | — | — | ||||||
| All Directors and Executive Officers of the Company as a Group (14 Individuals) | 38,502,952 | 48.48 | % | |||||
| * | Less than one percent. |
| (1) | The business address for Peter Smedvig is 52 Chelsea Square, London SW3 6LH, United Kingdom. |
| (2) | Consists of 5,770,889 shares owned by Varna Holdings Limited and 4,062,180 shares owned by Kamberg Investments Limited. The Company has been informed that (i) Varna Holdings Limited and Kamberg Investments Limited are wholly owned by Varna Trust and The Kamberg Trust, respectively, (ii) the trustee of each of Varna Trust and The Kamberg Trust is Celtic Trust Company Limited, a company established in the British Virgin Islands, (iii) the board of directors of Celtic Trust Company Limited makes voting and investment decisions on a joint decision making basis, and no single individual has sole decision making power, and (iv) that the beneficiaries of each of Varna Trust and The Kamberg Trust include members of the von Christierson family. The business address for the reporting persons is Palm Grove House, P.O. Box 438, Road Town, Tortola, British Virgin Islands. |
| (3) | Shares are held by GoGreen Sponsor 1 LP, a Delaware limited partnership. GoGreen Holdings 1 LLC is the general partner of GoGreen Sponsor I LP of which John Dowd is the managing member. By virtue of such relationship, Mr. Dowd has voting and investment discretion with respect to the securities held of record by GoGreen Sponsor 1 LP. Mr. Dowd disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
| (4) | Consists of 5,172,747 shares beneficially owned solely by Keith Liddell, 18,045,777 shares beneficially owned jointly between Keith Liddell and Jane Liddell and 482,913 shares beneficially owned solely by Jane Liddell. By virtue of his relationship with Jane Liddell, Keith Liddell may be deemed to have beneficial ownership of the shares owned solely by Jane Liddell. Keith Liddell disclaims any beneficial ownership of the shares owned solely by Jane Liddell other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
| (5) | Consists of 3,833,882 shares owned by Hermetica Limited, an entity owned by Dr. Mike Adams, and 242,960 shares owned by Dr. Mike Adams. The business address of Hermetica Limited is Craigmuir Chambers, PO Box 71, Road Town, Tortola, VG1110, British Virgin Islands. |
| (6) | 6,468,600 shares are held by GoGreen Sponsor 1 LP, a Delaware limited partnership. GoGreen Holdings 1 LLC is the general partner of GoGreen Sponsor I LP of which John Dowd is the managing member. By virtue of such relationship, Mr. Dowd has voting and investment discretion with respect to the securities held of record by GoGreen Sponsor 1 LP. Mr. Dowd disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. 100,000 shares were acquired by John Dowd pursuant to the PIPE Financing. |
| B. | Related Party Transactions |
Information pertaining to the Company’s related party transactions is set forth in the Form F-4, in the section titled “Certain Relationships and Related Person Transactions,” which is incorporated herein by reference.
| C. | Interests of Experts and Counsel |
Not applicable.
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| Item 8. | Financial Information |
| A. | Consolidated Statements and Other Financial Information |
Financial Statements
Consolidated financial statements have been filed as part of this Report. See Item 18 “Financial Statements.”
Legal Proceedings
Legal or arbitration proceedings are described in the Form F-4 under the headings “Information About Lifezone Holdings Limited—Legal Proceedings” and “Information Related to GoGreen—Legal Proceedings,” which are incorporated herein by reference.
Dividend Policy
Information regarding the Company’s policy on dividend distributions is described in the Form F-4 under the heading “Price Range of Securities and Dividends—Lifezone Metals—Dividends,” which is incorporated herein by reference. The Company has not paid any cash dividends on Ordinary Shares since the Business Combination and currently has no plans to pay cash dividends on such securities.
| B. | Significant Changes |
A discussion of significant changes since December 31, 2022 and March 31, 2023 is provided under Item 4 of this Report and is incorporated herein by reference.
| Item 9. | The Offer and Listing |
| A. | Offer and Listing Details |
Ordinary Shares and Warrants are listed on the NYSE under the ticker symbols “LZM” and “LZMW,” respectively. Holders of Ordinary Shares and Warrants should obtain current market quotations for their securities.
Information regarding Ordinary Shares is described in the Form F-4 under the heading “Description of Lifezone Metals’ Securities—Lifezone Metals Ordinary Shares,” which is incorporated by reference herein.
Information regarding lock-up restrictions applicable to Ordinary Shares is described in the Form F-4 under the heading “The Business Combination—Ancillary Documents,” which is incorporated herein by reference.
Information regarding the Warrants is described in the Form F-4 under the heading “Description of Lifezone Metals’ Securities—Lifezone Metals Warrants,” which is incorporated by reference herein.
| B. | Plan of Distribution |
Not applicable.
| C. | Markets |
Ordinary Shares and Warrants are listed on the NYSE under the ticker symbols “LZM” and “LZMW,” respectively.
| D. | Selling Shareholders |
Not applicable.
| E. | Dilution |
Not applicable.
| F. | Expenses of the Issue |
Not applicable.
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| Item 10. | Additional Information |
| A. | Share Capital |
As of the date hereof, subsequent to the consummation of the Business Combination, there were 79,418,599 Ordinary Shares with par value of $0.0001 per share that were outstanding and issued. There are also 14,467,500 Warrants outstanding, each exercisable at $11.50 for one Ordinary Share.
Information regarding the Company’s share capital is described in the Form F-4 under the heading “Description of Lifezone Metals’ Securities,” which is incorporated herein by reference.
| B. | Memorandum and Articles of Association |
The amended and restated memorandum and articles of association of the Company, effective as of July 5, 2023 (the “Public Company Articles”), are filed as Exhibit 1.1 to this Report.
Information regarding certain material provisions of the Public Company Articles is described in the Form F-4 under the heading “Description of Lifezone Metals’ Securities,” which is incorporated herein by reference.
| C. | Material Contracts |
Material Contracts Relating to the Company’s Operations
Information pertaining to certain of the Company’s material contracts is set forth in the Form F-4, in the sections titled “Information about Lifezone Holdings Limited — Material Contracts,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of LHL—Recent Developments,” “Risk Factors— Risks Related to Operational Factors Affecting Lifezone Metals” and “Certain Relationships and Related Person Transactions,” each of which is incorporated herein by reference.
Definitive Agreement to Acquire The Simulus Group Pty Ltd
On July 3, 2023, Metprotech Pacific Pty Ltd, an Australian-registered company and a wholly owned subsidiary of Lifezone Limited (“Metprotech”), and Lifezone Limited entered into a definitive agreement (the “Simulus SSA”) with the shareholders of The Simulus Group Pty Ltd (“SGPL”), after signing a non-binding term sheet on March 22, 2023 (the “SGPL Term Sheet”), to acquire the entire issued share capital of SGPL in exchange for cash and Ordinary Shares in an amount equal to $13,500,000, composed of $8,500,000 in cash and 500,000 Ordinary Shares (the “Simulus Acquisition”).
SGPL, established in 2004, is a boutique hydrometallurgy and mineral processing services group located in Perth, Western Australia. SGPL owns a laboratory, equipment and technical facilities and employs a staff of approximately 25 employees. SGPL has a technical focus on battery metals and sustainable energy market products, which includes battery precursor active material, nickel sulphate, cobalt sulphate, manganese sulphate, scandium, high purity graphite, high purity alumina, rare earths, lithium salts, copper and zinc. Since 2010, we have been in engagement with SGPL to perform test work, piloting programs and engineering studies for the majority of our clients, which includes SRL since 2012. In addition, SGPL has provided services to us for our proprietary projects, such as the Kabanga Project and recycling of PGMs from spent catalytic converters.
Under the terms of the Simulus SSA, the consideration for the Simulus Acquisition comprises an initial deposit of $1 million in cash, which was paid upon the signing of the SGPL Term Sheet on March 22, 2023, $7.5 million in cash to be paid on completion of the Simulus Acquisition and 500,000 Ordinary Shares to be issued on completion of the Simulus Acquisition. The closing of the Simulus Acquisition is subject to the satisfaction, or wavier in accordance with the terms of the Simulus SSA, of customary conditions, including the landlord of SGPL consenting to the transaction and waving its right to require the surrender of SGPL’s lease; there being no breach of a warranty of a vendor which is capable of giving rise to a Claim (as defined in the Simulus SSA) at the completion date; there being no material breach of a vendor’s or SGPL’s obligations under the Simulus SSA which has not been remedied at the completion date; and no Material Adverse Change (as defined in the Simulus SSA) having occurred. The Simulus SSA also contains other customary representations, warranties, covenants and agreements of the parties thereto.
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The $1,000,000 deposit shall be refunded to Metprotech if, prior to July 31, 2023, there is a material breach of the vendors’ or SGPL’s obligations under the Simulus SSA prior to completion of the transaction (and Metprotech does not agree to waive such breach) or there is a material breach of one or more warranties of the vendors which is capable of being a Claim (as defined in the Simulus SSA) prior to completion of the transaction (and Metprotech does not agree to waive such breach). Otherwise, the $1,000,000 deposit will not be refunded to Metprotech.
Information pertaining to the Simulus Acquisition, including the risks related thereto, is set forth in the Form F-4 in the section titled “Risk Factors — There can be no assurance that we will complete the Simulus Acquisition. Failure to complete the Simulus Acquisition, or to successfully integrate SGPL into our business upon completion of the Simulus Acquisition, may adversely affect our business and operations. If the Simulus Acquisition is completed, in addition to the cash consideration, we will be required to issue Lifezone Metals’ Ordinary Shares to the shareholders of SGPL, which will result in dilution to Lifezone Metals’ existing shareholders,” which is incorporated herein by reference. The foregoing summary is qualified in its entirety by reference to the full text of the Simulus SSA, filed as Exhibit 4.34 to this Report.
The Simulus SSA and the foregoing description of the Simulus SSA have been included to provide investors with information regarding the terms of the Simulus SSA. They are not intended to provide any other factual information about us. The representations, warranties and covenants contained in the Simulus SSA were made only as of specified dates for the purposes of the Simulus SSA, were solely for the benefit of the parties to the Simulus SSA and may be subject to qualifications and limitations agreed upon by the parties. In particular, in reviewing the representations, warranties and covenants contained in the Simulus SSA, it is important to bear in mind that such representations, warranties and covenants were negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts, and may have been qualified by confidential disclosures. Such representations, warranties and covenants may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC. Accordingly, investors should not rely on such representations, warranties and covenants as characterizations of the actual state of facts or circumstances described therein. Information concerning the subject matter of such representations, warranties and covenants may change after the date of the Simulus SSA, which subsequent information may or may not be fully reflected in the parties’ public disclosures.
Material Contracts Relating to the Business Combination
Business Combination Agreement
The description of the Business Combination Agreement in the Form F-4 in the section titled “The Business Combination” is incorporated herein by reference.
Ancillary Documents
The description of the material provisions of certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement in the Form F-4 in the section titled “The Business Combination—Ancillary Documents” is incorporated herein by reference.
| D. | Exchange Controls |
There is no exchange control legislation under Isle of Man law and accordingly there are no exchange control regulations imposed under Isle of Man law.
| E. | Taxation |
Information pertaining to tax considerations is set forth in the Form F-4, in the section titled “Material Tax Considerations,” which is incorporated herein by reference.
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| F. | Dividends and Paying Agents |
Information regarding the Company’s policy on dividends is described in the Form F-4 under the heading “Price Range of Securities and Dividends—Lifezone Metals—Dividends,” which is incorporated herein by reference. The Company has not paid any cash dividends on Ordinary Shares since the Closing and currently has no plans to pay cash dividends on such securities. The Company has not identified a paying agent.
| G. | Statement by Experts |
Not applicable.
| H. | Documents on Display |
We are subject to certain of the informational filing requirements of the Exchange Act. Under the applicable securities laws of the U.S., “foreign private issuers” are subject to different disclosure requirements than U.S. domiciled issuers. Because the Company qualifies as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including (a) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act, (b) the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time and (c) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information. However, we are required to file with the SEC an Annual Report on Form 20-F containing financial statements audited by an independent accounting firm. Additionally, under the NYSE’s rules, a foreign private issuer is subject to less stringent corporate governance and compliance requirements and subject to certain exceptions, the NYSE permits a foreign private issuer to follow its home country’s practice in lieu of the listing requirements of the NYSE. The SEC maintains a website at http://www.sec.gov that contains reports and other information that we file with or furnish electronically with the SEC. You may read and copy any report or document we file, including the exhibits, at the SEC’s public reference room located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.
| I. | Subsidiary Information |
Not applicable.
| Item 11. | Quantitative and Qualitative Disclosures About Market Risk |
The information set forth in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of LHL—Quantitative and Qualitative Disclosures about Market Risks” in the Form F-4 is incorporated herein by reference.
| Item 12. | Description of Securities Other than Equity Securities |
Warrants
Upon the completion of the Business Combination, there were 14,467,500 Warrants outstanding. Each Warrant represents the right to purchase one Ordinary Share at a price of $11.50 per share in cash. The Warrants will become exercisable on August 5, 2023 (i.e., 30 days after the date of the Closing) and will expire upon the earlier of (a) July 6, 2028 (i.e., the date that is five (5) years after the date of the Closing) and (b) a liquidation of the Company.
The exercise price of the Warrants, and the number of Ordinary Shares issuable upon exercise thereof, will be subject to adjustment under certain circumstances, including if the Company (a) pays any dividend in Ordinary Shares, (b) subdivides the outstanding Ordinary Shares, (c) pays an extraordinary dividend in cash or (d) issues additional Ordinary Shares at an issue price of less than $9.20 per share.
Once the Warrants become exercisable, the Company will have the right to redeem not less than all of the Warrants at any time prior to their expiration, at a redemption price of $0.01 per Warrant, if (i) the last reported sales price of Ordinary Shares has been at least $18.00 per share on each of twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day prior to the date on which notice of the redemption is given and (ii) there is an effective registration statement covering the Ordinary Shares issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day redemption period or the Company has elected to require the exercise of the Warrants on a “cashless basis.” No fractional shares will be issued upon exercise of the Warrants. If, upon exercise, a holder would be entitled to receive a fractional interest in Ordinary Shares, the Company will round down to the nearest whole number of shares to be issued to the Warrant holder.
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Not applicable.
| Item 17. | Financial Statements |
See Item 18.
| Item 18. | Financial Statements |
The audited consolidated financial statements of LHL contained in the Form F-4 between pages F-45 and F-92 are incorporated herein by reference.
The unaudited condensed consolidated interim financial statements of LHL contained in the Form F-4 between pages F-93 and F-118 are incorporated herein by reference.
The audited financial statements of GoGreen contained in the Form F-4 between pages F-2 and F-23 are incorporated herein by reference.
The unaudited condensed interim financial statements of GoGreen contained in the Form F-4 between pages F-24 and F-44 are incorporated herein by reference.
The unaudited pro forma condensed combined financial information of LHL and GoGreen is attached as Exhibit 15.1 to this Report.
| Item 19. | Exhibits |
We have filed the following documents as exhibits to this Report:
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| * | Filed herewith. |
| ## | Portions of this exhibit have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted information is of the type that the Registrant customarily and actually treats as private or confidential. |
| † | Schedules to this exhibit have been omitted pursuant to Item 601(a)(5) of Registration S-K. The Registrant hereby agrees to furnish a copy of any omitted schedules to the Commission upon request. |
| †† | Indicates a management contract or compensatory plan. |
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SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this report on its behalf.
| Lifezone Metals Limited | ||
| By: |
/s/ Chris Showalter |
|
|
Chris Showalter Chief Executive Officer |
||
Date: July 10, 2023
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Exhibit 15.1
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Introduction
The following unaudited pro forma condensed combined financial information is provided to assist you in your analysis of the financial aspects of the Transactions (as defined below) and the PIPE Financing. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” and should be read in conjunction with the accompanying notes. The unaudited pro forma condensed combined financial information presents the pro forma effects of the Transactions and the PIPE Financing. The adjustments presented in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an understanding of the combined company upon consummation of the Transactions and the PIPE Financing. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the shell company report on Form 20-F to which this exhibit is attached (the “Form 20-F”) and, if not defined in the Form 20-F, the proxy statement/prospectus dated June 9, 2023 (as supplemented to date, the “Proxy Statement/Prospectus”) filed by Lifezone Metals Limited with the Securities and Exchange Commission (the “SEC”) as part of its registration statement on Form F-4 (Registration No. 333-271300).
LHL was formed as a holding company for Lifezone Limited and acquired 100% of the equity interest in Lifezone Limited on June 24, 2022 in consideration for issuing shares of LHL on a 1:1 basis to the Lifezone Limited shareholders at the time (following a 1:200 split of shares of Lifezone Limited) (the “Lifezone Holdings Transaction”). Also, on June 24, 2022 (at the same time as the Lifezone Holdings Transaction), the shareholders of KNL (other than Lifezone Limited) exchanged their shares of KNL for shares of LHL on a 1:1 basis. As LHL did not have any previous operations, Lifezone Limited and KNL (together with its subsidiaries) are together viewed as the predecessors to LHL and its consolidated subsidiaries. As a result, the consolidated financial statements of LHL recognize the assets and liabilities received in the Lifezone Holdings Transaction and the Flip-Up at their historical carrying amounts, as reflected in the historical financial statements of Lifezone Limited and KNL (together with its subsidiaries).
The unaudited pro forma condensed combined statement of financial position as of March 31, 2023 combines the historical consolidated statement of financial position of LHL as of March 31, 2023 and the historical balance sheet of GoGreen as of March 31, 2023 on a pro forma basis as if the Transactions and the PIPE Financing had been consummated on March 31, 2023. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2022 combines the historical consolidated statement of comprehensive loss for LHL for the year ended December 31, 2022 and the historical statement of operations of GoGreen for the year ended December 31, 2022 on a pro forma basis as if the Transactions and the PIPE Financing had been consummated on January 1, 2022, the beginning of the earliest year presented. The unaudited pro forma condensed combined statement of operations for the three month period ended March 31, 2023 combines the historical consolidated statement of comprehensive loss for LHL for the three month period ended March 31, 2023 and the historical statement of operations of GoGreen for the three month period ended March 31, 2023 on a pro forma basis as if the Transactions and the PIPE Financing had been consummated on January 1, 2022, the beginning of the earliest year presented.
The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and is not necessarily indicative of the financial position and results of operations that would have been achieved had the Transactions and the PIPE Financing or the Lifezone Holdings Transaction and the Flip-Up, as applicable, occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial information may not be useful in predicting the future financial condition and results of operations of Lifezone Metals. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments represent management’s estimates based on information available as of the preparation date of the unaudited pro forma condensed combined financial information and are subject to change as additional information becomes available and analysis is performed. This information should be read together with LHL’s and GoGreen’s historical financial statements and related notes thereto, as applicable, and the sections of the Proxy Statement/Prospectus titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of LHL” and “GoGreen’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in the Proxy Statement/Prospectus.
Description of the Transactions and the PIPE Financing
On December 13, 2022, GoGreen, Lifezone Metals, the Sponsor, Merger Sub, LHL, Keith Liddell, solely in his capacity as the representative of LHL Shareholders, and those LHL Shareholders party thereto entered into the Business Combination Agreement.
Pursuant to the Business Combination Agreement and the Ancillary Documents, (a) on July 5, 2023, GoGreen merged with and into Merger Sub, as a result of which the separate corporate existence of GoGreen ceased and Merger Sub continued as the surviving company, and each issued and outstanding ordinary share of GoGreen immediately prior to the Merger Effective Time was automatically cancelled in exchange for the issuance of one Lifezone Metals ordinary share in accordance with the terms of the Business Combination Agreement and (b) on July 6, 2023, Lifezone Metals acquired all of the issued share capital of LHL from LHL Shareholders and the LHL Shareholders were issued Lifezone Metals Ordinary Shares and, subject to the terms and conditions of the Business Combination Agreement and the Sponsor Support Agreement, the Earnout Shares, such that LHL became a direct wholly owned subsidiary of Lifezone Metals (collectively, with the other transactions contemplated by the Business Combination Agreement and the Ancillary Documents referred to therein, the “Transactions”). Please see the section of the Proxy Statement/Prospectus entitled “The Business Combination” for additional information about the Business Combination Agreement and the other transactions contemplated thereby.
In addition, the PIPE Investors subscribed for and purchased newly issued Lifezone Metals Ordinary Shares for an aggregate purchase price of $70,173,170 at a per share purchase price of $10.00 in a private placement or placements consummated immediately following the closing of the Share Acquisition, as discussed further in the section of the Proxy Statement/Prospectus entitled “— Ancillary Documents — Subscription Agreements”.
The following are the key steps within the Transactions and the PIPE Financing:
Conversion of Securities
Under the Business Combination Agreement and the Warrant Assumption Agreement, at the Merger Effective Time:
| ● | each issued and outstanding GoGreen ordinary share was automatically converted into the right to receive one Lifezone Metals ordinary share; |
| ● | each issued and outstanding GoGreen public warrant (rounded down to the nearest whole number of warrants without cash settlement for such rounded fraction in accordance with the terms of the Business Combination Agreement) was automatically converted into and exchanged for the right to receive one Lifezone Metals public warrant; and |
| ● | each issued and outstanding GoGreen private warrant (rounded down to the nearest whole number of warrants without cash settlement for such rounded fraction in accordance with the terms of the Business Combination Agreement) was automatically converted into and exchanged for the right to receive one Lifezone Metals private warrant. |
Each of the Lifezone Metals public warrants and Lifezone Metals private warrants have substantially the same terms and conditions as were in effect with respect to the GoGreen public warrants and GoGreen private warrants immediately prior to the Merger Effective Time.
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Share Exchange
Under the Business Combination Agreement, at the Share Acquisition Closing, in exchange for their LHL ordinary shares, LHL Shareholders (taking into account the exercise and vesting of any LHL RSUs and LHL Options) were or may be issued (a) 62,680,128 ordinary shares of Lifezone Metals and (b) if applicable, the Earnout Shares on the occurrence of a Triggering Event in accordance with the Business Combination Agreement and subject to the occurrence of the Triggering Event or Change of Control. No fractional Exchange Shares or Earnout Shares were or will be issued and the number of Exchange Shares or Earnout Shares issued or to be issued were or will be rounded down to the nearest whole share.
Earnout
Under the Business Combination Agreement, in exchange for their LHL ordinary shares and in addition to the Exchange Shares, Lifezone Metals will issue to the eligible LHL Shareholders, within five business days after the occurrence of the Triggering Events described below, with respect to such Triggering Event the following number of Earnout Shares, upon the terms and subject to the conditions set forth in the Business Combination Agreement:
| ● | upon the occurrence of Triggering Event I, a one-time issuance of 12,536,026 Earnout Shares; and |
| ● | upon the occurrence of Triggering Event II, a one-time issuance of 12,536,026 Earnout Shares. |
For the avoidance of doubt, the eligible LHL Shareholders with respect to a Triggering Event will be issued Earnout Shares upon the occurrence of each Triggering Event. However, each Triggering Event will only occur once, if at all, and the sum of the Earnout Shares will in no event exceed 25,072,052.
If there is a Change of Control during the Earnout Period (or a definitive contract providing for a Change of Control is entered into during the Earnout Period and such Change of Control is ultimately consummated, even if such consummation occurs after the Earnout Period) pursuant to which Lifezone Metals or its shareholders will receive consideration implying a value per Lifezone Metals ordinary share (as determined in good faith by the Lifezone Metals board) of:
| ● | less than $14.00, then no Earnout Shares will be issuable; |
| ● | greater than or equal to $14.00 but less than $16.00, then (a) immediately prior to such Change of Control, Lifezone Metals will issue 12,536,026 Lifezone Metals Ordinary Shares (less any Earnout Shares issued prior to such Change of Control) and (b) thereafter, no further Earnout Shares will be issuable; or |
| ● | greater than or equal to $16.00, then (a) immediately prior to such Change of Control, Lifezone Metals will issue 25,072,052 Lifezone Metals Ordinary Shares (less any Earnout Shares issued prior to such Change of Control to the eligible LHL Shareholders with respect to the Change of Control), and (b) thereafter, no further Earnout Shares will be issuable. |
In addition, the Sponsor agreed that 1,725,000 Lifezone Metals Ordinary Shares issued to the Sponsor at the Merger Closing shall be subject to vesting. Subject to the terms and conditions of the Business Combination Agreement and the Ancillary Documents, upon the occurrence of (a) Triggering Event I, 50% of such Sponsor Earnout Shares will vest (i.e., 862,500 Lifezone Metals Ordinary Shares) and (b) Triggering Event II, 50% of such Sponsor Earnout Shares will vest (i.e., 862,500 Lifezone Metals Ordinary Shares). For the avoidance of doubt, the Sponsor Earnout Shares will vest solely with respect to a Triggering Event that occurs. However, each Triggering Event will only occur once, if at all, and the sum of such Sponsor Earnout Shares will in no event exceed 1,725,000.
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If there is a Change of Control during the Earnout Period (or a definitive Contract providing for a Change of Control is entered into during the Earnout Period and such Change of Control is ultimately consummated, even if such consummation occurs after the Earnout Period) pursuant to which Lifezone Metals or its shareholders will receive consideration implying a value per Lifezone Metals ordinary share (as determined in good faith by the Lifezone Metals board) of:
| ● | less than $14.00, then the Sponsor Earnout Shares will be forfeited; |
| ● | greater than or equal to $14.00 but less than $16.00, then (a) immediately prior to such Change of Control, 50% of such Sponsor Earnout Shares will vest (i.e., 862,500 Lifezone Metals Ordinary Shares) (less any Sponsor Earnout Shares vested prior to such Change of Control) and (b) thereafter, the remaining Sponsor Earnout Shares shall be forfeited; or |
| ● | greater than or equal to $16.00, then (a) immediately prior to such Change of Control, 100% of such Sponsor Earnout Shares will vest (i.e., 1,725,000 Lifezone Metals Ordinary Shares) (less any Sponsor Earnout Shares vested prior to such Change of Control with respect to the Change of Control), and (b) thereafter, no Lifezone Metals Ordinary Shares will constitute Sponsor Earnout Shares. |
The Lifezone Metals ordinary share price targets set forth in the definitions of “Triggering Event I” and “Triggering Event II” set forth in the Business Combination Agreement will be equitably adjusted for stock splits, share divisions, reverse stock splits, stock or share dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Lifezone Metals Ordinary Shares occurring after the Share Acquisition Closing and prior to the Change of Control.
PIPE Financing
In connection with the execution of the Business Combination Agreement, GoGreen and Lifezone Metals entered into Subscription Agreements with the PIPE Investors, pursuant to which the PIPE Investors subscribed for and purchased, and Lifezone Metals issued and sold to such PIPE Investors, Lifezone Metals Ordinary Shares for an aggregate purchase price of $70,173,170 and a per share purchase price of $10.00 in a private placement or placements consummated immediately following the closing of the Share Acquisition. The Lifezone Metals Ordinary Shares issued pursuant to the Subscription Agreements have not been registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. Lifezone Metals has agreed to register the resale of the Lifezone Metals Ordinary Shares issued in connection with the PIPE Financing pursuant to a registration statement that must be filed within 30 calendar days after the consummation of the Transactions. The registration statement was originally filed on June 23, 2023, and was amended on July 10, 2023, but has not yet been declared effective by the SEC. The Subscription Agreements also contain other customary representations, warranties, covenants and agreements of the parties thereto.
The closings under the Subscription Agreements occurred substantially concurrently with the closing of the Transactions (but after giving effect to the Share Acquisition).
For more information about the Transactions, please see the section of the Proxy Statement/Prospectus entitled “The Business Combination.” A copy of the Business Combination Agreement is attached as Annex A to the Proxy Statement/Prospectus.
Anticipated Accounting Treatment of the Transactions
The Transactions are accounted for as a capital reorganization in accordance with IFRS. Under this method of accounting, GoGreen is treated as the “acquired” company for financial reporting purposes. Accordingly, the Transactions are treated as the equivalent of LHL issuing shares at the closing of the Transactions for the net assets of GoGreen as of the Share Acquisition Closing Date, accompanied by a recapitalization. The net assets of GoGreen are stated at historical cost, with no goodwill or other intangible assets recorded.
LHL has been determined to be the accounting acquirer based on the following:
| ● | LHL Shareholders have the largest voting interest in Lifezone Metals as described below under “Basis of Pro Forma Presentation”; |
| ● | LHL has the ability to nominate the majority of the members of the board of directors of Lifezone Metals; |
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| ● | the prior senior management of LHL constitutes much of the senior management of Lifezone Metals; |
| ● | the business of LHL comprises the ongoing operations of Lifezone Metals; and |
| ● | LHL is the larger entity, both in terms of substantive operations and number of employees. |
The Transactions are not within the scope of IFRS 3, Business Combinations (“IFRS 3”) because GoGreen does not meet the definition of a “business” in accordance with IFRS 3. Rather, the Transactions are accounted for within the scope 13 of IFRS 2, Share-based Payment (“IFRS 2”). Any excess of fair value of equity in Lifezone Metals issued to participating GoGreen shareholders over the fair value of GoGreen’s identifiable net assets acquired represents compensation for the service of a stock exchange listing, which is expensed as incurred. The fair value of Lifezone Metals equity, and ultimately the expense recognized in accordance with IFRS 2, may differ materially from the unaudited pro forma condensed combined financial information, due to developments occurring prior to the date of consummation of the Transactions.
The PIPE Subscription Agreements related to the PIPE Financing resulted in the issuance of Lifezone Metals Ordinary Shares, leading to an increase in share capital and share premium along with a corresponding increase in cash and cash equivalents reflecting the funds from the PIPE Financing.
Basis of Pro Forma Presentation
Pursuant to Memorandum and Articles of Association of GoGreen, GoGreen public shareholders were offered the opportunity to redeem, upon the consummation of the Transactions, GoGreen ordinary shares held by them for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account. The unaudited pro forma condensed combined financial statements reflect the actual redemption of 26,072,446 GoGreen ordinary shares at approximately $10.76 per share.
The future exercise of warrants outstanding after the consummation of the Transactions, including those held by redeeming GoGreen shareholders, will increase the number of Lifezone Metals Ordinary Shares eligible for future resale in the public market and may result in dilution to the holders of Lifezone Metals Ordinary Shares.
Upon the consummation of the Transactions and the PIPE Financing, the ownership of Lifezone Metals is as follows:
| Redemptions of 94.47% | ||||||||
| Shareholders | Ownership in shares | % Ownership | ||||||
| LHL Shareholders (1) | 62,680,128 | 81 | % | |||||
| Sponsor (2) | 6,468,600 | 8 | % | |||||
| GoGreen Public Shareholders (3) | 1,527,554 | 2 | % | |||||
| PIPE Investors | 7,017,317 | 9 | % | |||||
| Grand Total | 77,693,599 | 100 | % | |||||
| (1) | The shareholding of LHL Shareholders excludes the impact of shares issuable under the earnout arrangement. In aggregate, a maximum of 25,072,052 Lifezone Metals Ordinary Shares are issuable to LHL Shareholders upon the occurrence of Earnout Triggering Events (i.e. achieving a share price of $14.00 (Triggering Event I) and $16.00 (Triggering Event II), or earlier upon the Change of Control. |
| (2) | The shareholding of the Sponsor includes (i) 5,175,000 Lifezone Metals Ordinary Shares issued upon conversion of 5,175,000 Class B ordinary shares of GoGreen and (ii) 1,335,000 Lifezone Metals Ordinary Shares issued upon conversion of 1,335,000 Class A ordinary shares of GoGreen issued to the Sponsor in a private placement concurrently with the IPO (the “Private Placement”). The shareholding of the Sponsor excludes the impact of (i) 667,500 Lifezone Metals warrants to be issued in connection with the conversion of the GoGreen warrants issued in the Private Placement (the “GoGreen Private Placement Warrants”) and (ii) the Lifezone Metals Ordinary Shares issuable under the earnout arrangement. In aggregate, a maximum of 1,725,000 Lifezone Metals Ordinary Shares are issuable to the Sponsor upon the occurrence of Earnout Triggering Events (i.e. achieving a share price of $14.00 (Triggering Event I) and $16.00 (Triggering Event II)). The shareholding of the Sponsor has been reduced by 41,400 Lifezone Metals Ordinary Shares, as in connection with the issuance of the Second Extension Note, the Sponsor, effective as of immediately prior to the Share Acquisition Closing on the Share Acquisition Closing Date, forfeited its right to receive 41,400 Lifezone Metals Ordinary Shares. |
5
| (3) | The shareholding of GoGreen public shareholders excludes the impact of 13,800,000 warrants of Lifezone Metals issued to GoGreen public shareholders upon conversion of their GoGreen warrants (the “GoGreen Public Warrants”). |
The pro forma book value per share after the Transactions, assuming the share ownership amounts above, is as follows:
| Lifezone Holdings Limited (Historical) | GoGreen Investments Corporation (Historical) | Lifezone Metals | ||||||||||
| As of March 31, 2023 | ||||||||||||
| Net assets (in thousands)(1) | $ | 68,932 | $ | 1,248 | $ | 104,905 | ||||||
| Total outstanding shares(6) | 620,290 | 8,235,000 | 77,693,599 | |||||||||
| Book value per share (undiluted)(2) | $ | 111.13 | $ | 0.15 | $ | 1.35 | ||||||
| Net assets after exercise of warrants (in thousands)(3) | 271,281 | |||||||||||
| Total outstanding shares considering the exercise of GoGreen Public Warrants(4) | 92,161,099 | |||||||||||
| Implied book value per share(5) | 2.94 | |||||||||||
| 1) | Net assets equals total equity excluding common stock subject to possible redemption. |
| 2) | Book value per share equals net assets divided by total shares outstanding. GoGreen’s historical shares outstanding excludes 27,600,000 shares subject to redemption for GoGreen at March 31, 2023. |
| 3) | The net assets after the exercise of warrants are calculated as (i) net assets prior to the exercise of warrants; plus (ii) increase to the net assets resulting from the inflow of cash from the exercise of a total of 14,467,500 warrants including 13,800,000 GoGreen Public Warrants and 667,500 GoGreen Private Placement Warrants at an exercise price of $11.50 per share. |
| 4) | This reflects the total number of outstanding shares including the shares issued upon the exercise of the GoGreen Public Warrants and the GoGreen Private Placement Warrants. |
| 5) | Book value per share equals net assets after exercise of the GoGreen Public Warrants and the GoGreen Private Placement Warrants divided by total shares outstanding including the shares issued upon the exercise of the GoGreen Public Warrants and the GoGreen Private Placement Warrants. |
| 6) | Includes the aggregate number of Lifezone Metals Ordinary Shares issued to the PIPE Investors. |
6
UNAUDITED PROFORMA CONDENSED COMBINED STATEMENT
OF FINANCIAL POSITION AS OF
MARCH 31, 2023
(in thousands)
| Lifezone | GoGreen Investments | IFRS Policy and | 94.47% Redemptions into Cash | |||||||||||||||||||
| Holdings Limited (IFRS Historical) | Corporation (US GAAP Historical) | Presentation Alignment (Note 2) | Transaction Accounting Adjustments | Pro Forma Combined | ||||||||||||||||||
| Non-current assets | ||||||||||||||||||||||
| Marketable securities held in Trust Account | - | 291,015 | (291,015 | ) | E | - | ||||||||||||||||
| Property, plant and equipment | 1,007 | - | - | - | 1,007 | |||||||||||||||||
| Right-of-use assets | 472 | - | - | - | 472 | |||||||||||||||||
| Patents | 620 | - | - | - | 620 | |||||||||||||||||
| Goodwill | - | - | - | - | - | |||||||||||||||||
| Other intangibles | 349 | - | - | - | 349 | |||||||||||||||||
| Exploration and evaluation assets | 20,989 | - | - | 20,989 | ||||||||||||||||||
| Total non-current assets | 23,437 | 291,015 | - | (291,015 | ) | 23,437 | ||||||||||||||||
| Current assets | ||||||||||||||||||||||
| Cash and cash equivalents | 58,728 | 2 | - | 291,015 | E | 99,586 | ||||||||||||||||
| (280,426 | ) | B | ||||||||||||||||||||
| 70,173 | A | |||||||||||||||||||||
| (29,926 | ) | G | ||||||||||||||||||||
| (6,731 | ) | CC | ||||||||||||||||||||
| 3,160 | F | |||||||||||||||||||||
| (6,520 | ) | F | ||||||||||||||||||||
| 111 | J | |||||||||||||||||||||
| Trade and other receivables | 6,434 | - | - | - | 6,434 | |||||||||||||||||
| Inventories | 40 | - | - | - | 40 | |||||||||||||||||
| Prepaid expenses | - | 155 | - | - | 155 | |||||||||||||||||
| Subscription receivable | - | - | - | - | - | |||||||||||||||||
| Total current assets | 65,202 | 157 | - | 40,856 | 106,215 | |||||||||||||||||
| Total assets | 88,639 | 291,172 | - | (250,159 | ) | 129,652 | ||||||||||||||||
| Commitments and Contingencies | ||||||||||||||||||||||
| Class A shares subject to possible redemption $0.0001 par value; 27,600,000 shares at redemption value of $10.20 per share | - | 281,524 | (281,524 | ) | - | - | ||||||||||||||||
| Liabilities and shareholders’ equity (deficit) | ||||||||||||||||||||||
| Shareholders’ equity (deficit) | ||||||||||||||||||||||
| Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized, 1,335,000 issued and outstanding; 27,600,000 shares at redemption value of $10.20 per share | - | - | - | - | B | - | ||||||||||||||||
| Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized, 6,900,000 shares issued and outstanding | - | 1 | - | (1 | ) | B | - | |||||||||||||||
| Share capital | 3 | - | - | 1 | B | 8 | ||||||||||||||||
| - | B | |||||||||||||||||||||
| 1 | A | |||||||||||||||||||||
| 6 | D | |||||||||||||||||||||
| (3 | ) | D | ||||||||||||||||||||
7
| Lifezone | GoGreen Investments | IFRS Policy and | 94.47% Redemptions into Cash | |||||||||||||||||||
| Holdings Limited (IFRS Historical) | Corporation (US GAAP Historical) | Presentation Alignment (Note 2) | Transaction Accounting Adjustments | Pro Forma Combined | ||||||||||||||||||
| Share premium | 25,437 | - | - | (25,437 | ) | D | 473,766 | |||||||||||||||
| 2,345 | B | |||||||||||||||||||||
| 106,649 | C | |||||||||||||||||||||
| 50,917 | D | |||||||||||||||||||||
| 70,172 | A | |||||||||||||||||||||
| (9,379 | ) | G | ||||||||||||||||||||
| 16,283 | H | |||||||||||||||||||||
| 236,668 | I | |||||||||||||||||||||
| 111 | J | |||||||||||||||||||||
| Share based payment reserve | 25,483 | - | - | (25,483 | ) | D | 1,576 | |||||||||||||||
| 1,576 | DD | |||||||||||||||||||||
| Translations reserve | 34 | - | - | - | 34 | |||||||||||||||||
| Redemption reserve | 281 | - | - | - | 281 | |||||||||||||||||
| Convertible shares, net of issuance costs | - | - | - | - | - | |||||||||||||||||
| Noncontrolling interests | 83,516 | - | - | - | 83,516 | |||||||||||||||||
| Retained earnings (accumulated deficit) | (50,327 | ) | 1,247 | - | (1,247 | ) | B | (438,781 | ) | |||||||||||||
| (106,649 | ) | C | ||||||||||||||||||||
| (20,547 | ) | G | ||||||||||||||||||||
| (6,731 | ) | CC | ||||||||||||||||||||
| (16,283 | ) | H | ||||||||||||||||||||
| (236,668 | ) | I | ||||||||||||||||||||
| (1,576 | ) | DD | ||||||||||||||||||||
| Other reserves | (15,495 | ) | - | - | - | (15,495 | ) | |||||||||||||||
| Foreign currency translation reserve | - | - | - | - | - | |||||||||||||||||
| Dividend distribution reserve | - | - | - | - | - | |||||||||||||||||
| Total shareholders’ equity | 68,932 | 1,248 | - | 34,725 | 104,905 | |||||||||||||||||
| Non-current liabilities | ||||||||||||||||||||||
| Deferred underwriting commissions | - | - | - | - | - | |||||||||||||||||
| Derivative warrants liabilities | - | - | - | - | - | |||||||||||||||||
| Contingent consideration | 3,729 | - | - | - | 3,729 | |||||||||||||||||
| Long term asset retirement obligation provision | 303 | - | - | - | 303 | |||||||||||||||||
| Non-current portion of lease liabilities | 372 | - | - | - | 372 | |||||||||||||||||
| Class A ordinary shares, $0.0001 par value | - | - | 281,524 | (281,524 | ) | B | - | |||||||||||||||
| Total non-current liabilities | 4,404 | - | 281,524 | (281,524 | ) | 4,404 | ||||||||||||||||
| Current liabilities | ||||||||||||||||||||||
| Trade and other payables | 15,155 | 5,040 | - | - | 20,195 | |||||||||||||||||
| Current portion of lease liabilities | 148 | - | - | - | 148 | |||||||||||||||||
| Note payable to Sponsor | - | 600 | - | 400 | F | - | ||||||||||||||||
| (1,000 | ) | F | ||||||||||||||||||||
| Convertible notes | - | - | - | - | - | |||||||||||||||||
| Extension note payable | - | 2,760 | - | 2,760 | F | - | ||||||||||||||||
| (5,520 | ) | F | ||||||||||||||||||||
| Total current liabilities | 15,303 | 8,400 | - | (3,360 | ) | 20,343 | ||||||||||||||||
| Total liabilities and shareholders’ equity | 88,639 | 291,172 | - | (250,159 | ) | 129,652 | ||||||||||||||||
8
UNAUDITED PROFORMA CONDENSED COMBINED STATEMENT
OF OPERATIONS FOR THE THREE MONTHS ENDED
MARCH 31, 2023
| Lifezone Holdings | GoGreen Investments | 94.47% Redemptions into Cash | ||||||||||||||||
| Limited (IFRS Historical) | Corporation (US GAAP Historical) | Transaction Accounting Adjustments | Pro Forma Combined | |||||||||||||||
| Revenue | 496 | - | - | 496 | ||||||||||||||
| Loss on foreign exchange revaluation | 81 | - | - | 81 | ||||||||||||||
| Gross profit | 577 | - | - | 577 | ||||||||||||||
| General and administrative expenses | (7,632 | ) | (1,304 | ) | - | (8,936 | ) | |||||||||||
| - | ||||||||||||||||||
| Selling and marketing costs | - | - | - | - | ||||||||||||||
| Formation costs | - | - | - | - | ||||||||||||||
| Share-based compensation | - | - | - | - | ||||||||||||||
| - | ||||||||||||||||||
| - | ||||||||||||||||||
| Provision for expected credit loss | - | - | - | - | ||||||||||||||
| Other expenses | - | - | - | - | ||||||||||||||
| Operating income (loss) | (7,055 | ) | (1,304 | ) | - | (8,359 | ) | |||||||||||
| Other income (expense) | 82 | 2,605 | (2,605 | ) | CC | 82 | ||||||||||||
| Finance cost, net (including offering costs on warrants) | - | - | - | - | ||||||||||||||
| Income (loss) | (6,973 | ) | 1,301 | (2,605 | ) | (8,277 | ) | |||||||||||
| Tax expense | - | - | - | - | ||||||||||||||
| Net income (loss) | (6,973 | ) | 1,301 | (2,605 | ) | (8,277 | ) | |||||||||||
| Exchange differences on translation of foreign operations | (82 | ) | ||||||||||||||||
| Other comprehensive income (loss) | (82 | ) | ||||||||||||||||
| Total comprehensive income (loss) | (7,055 | ) | ||||||||||||||||
| Net income (loss): | ||||||||||||||||||
| Attributable to shareholders of the company | (6,036 | ) | 1,301 | |||||||||||||||
| Attributable to noncontrolling interests | (937 | ) | - | |||||||||||||||
| Total comprehensive income (loss): | ||||||||||||||||||
| Attributable to shareholders of the company | (6,118 | ) | ||||||||||||||||
| Attributable to noncontrolling interests | (937 | ) | ||||||||||||||||
| Weighted average shares outstanding | Class A Non- redeemable | Class A Redeemable | ||||||||||||||||
| Basic | 620,290 | 27,600,000 | ||||||||||||||||
| Diluted | 620,290 | 27,600,000 | ||||||||||||||||
| Net income (loss) per share ($) | ||||||||||||||||||
| Basic | $ | (9.73 | ) | $ | 0.04 | |||||||||||||
| Diluted | $ | (9.73 | ) | $ | 0.04 | |||||||||||||
| Total comprehensive income (loss) per share ($) | ||||||||||||||||||
| Basic | $ | (9.86 | ) | $ | - | |||||||||||||
| Diluted | $ | (9.86 | ) | $ | - | |||||||||||||
| Weighted average shares outstanding (in thousands) | Class A & B Non- redeemable | |||||||||||||||||
| Basic | 8,235,000 | |||||||||||||||||
| Diluted | 8,235,000 | |||||||||||||||||
| Net (loss) per share ($) | ||||||||||||||||||
| Basic | $ | 0.04 | ||||||||||||||||
| Diluted | $ | 0.04 | ||||||||||||||||
9
UNAUDITED PROFORMA CONDENSED COMBINED STATEMENT
OF OPERATIONS FOR THE YEAR ENDED
DECEMBER 31, 2022
| Lifezone Holdings | GoGreen Investments | 94.47% Redemptions into Cash | ||||||||||||||||
| Limited (IFRS Historical) | Corporation (US GAAP Historical) | Transaction Accounting Adjustments | Pro Forma Combined | |||||||||||||||
| Revenue | 2,927 | - | - | 2,927 | ||||||||||||||
| Loss on foreign exchange revaluation | (56 | ) | - | - | (56 | ) | ||||||||||||
| Gross profit | 2,871 | - | - | 2,871 | ||||||||||||||
| General and administrative expenses | (28,559 | ) | (5,397 | ) | (20,547 | ) | AA | (161,152 | ) | |||||||||
| (106,649 | ) | BB | ||||||||||||||||
| Selling and marketing costs | - | - | - | - | ||||||||||||||
| Formation costs | - | - | - | - | ||||||||||||||
| Share-based compensation | - | - | (1,576 | ) | DD | (254,527 | ) | |||||||||||
| (16,283 | ) | EE | ||||||||||||||||
| (236,668 | ) | FF | ||||||||||||||||
| Provision for expected credit loss | - | - | - | - | ||||||||||||||
| Other expenses | - | - | - | - | ||||||||||||||
| Operating income (loss) | (25,688 | ) | (5,397 | ) | (381,723 | ) | (412,808 | ) | ||||||||||
| Other income (expense) | 194 | 4,126 | (4,126 | ) | CC | 194 | ||||||||||||
| Finance cost, net (including offering costs on warrants) | - | - | - | - | ||||||||||||||
| Loss | (25,494 | ) | (1,271 | ) | (385,849 | ) | (412,614 | ) | ||||||||||
| Tax expense | - | - | - | - | ||||||||||||||
| Net loss | (25,494 | ) | (1,271 | ) | (385,849 | ) | (412,614 | ) | ||||||||||
| Exchange differences on translation of foreign operations | 116 | |||||||||||||||||
| Other comprehensive income | 116 | |||||||||||||||||
| Total comprehensive loss | (25,378 | ) | ||||||||||||||||
| Net loss: | ||||||||||||||||||
| Attributable to shareholders of the company | (23,583 | ) | (1,271 | ) | ||||||||||||||
| Attributable to noncontrolling interests | (1,911 | ) | - | |||||||||||||||
| Total comprehensive loss: | ||||||||||||||||||
| Attributable to shareholders of the company | (23,467 | ) | ||||||||||||||||
| Attributable to noncontrolling interests | (1,911 | ) | ||||||||||||||||
| Weighted average shares outstanding | Class A Non- redeemable | Class A Redeemable | ||||||||||||||||
| Basic | 620,290 | 27,600,000 | ||||||||||||||||
| Diluted | 620,290 | 27,600,000 | ||||||||||||||||
| Net loss per share ($) | ||||||||||||||||||
| Basic | $ | (38.02 | ) | $ | (0.04 | ) | ||||||||||||
| Diluted | $ | (38.02 | ) | $ | (0.04 | ) | ||||||||||||
| Total comprehensive loss per share ($) | ||||||||||||||||||
| Basic | $ | (37.83 | ) | $ | - | |||||||||||||
| Diluted | $ | (37.83 | ) | $ | - | |||||||||||||
| Weighted average shares outstanding (in thousands) | Class A & B Non- redeemable | |||||||||||||||||
| Basic | 8,235,000 | |||||||||||||||||
| Diluted | 8,235,000 | |||||||||||||||||
| Net loss per share ($) | ||||||||||||||||||
| Basic | $ | (0.04 | ) | |||||||||||||||
| Diluted | $ | (0.04 | ) | |||||||||||||||
10
NOTES TO UNAUDITED PROFORMA CONDENSED COMBINED
FINANCIAL INFORMATION
1. Basis of Presentation
The unaudited proforma condensed combined statement of financial position as of March 31, 2023 assumes that the Transactions occurred on March 31, 2023. The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2023 and the year ended December 31, 2022 present a proforma effect to the Transactions as if they had been completed on January 1, 2022. This period is presented on the basis that LHL is the accounting acquirer.
The unaudited pro forma condensed combined financial information has been prepared using the following:
| ● | The historical unaudited consolidated financial statements of Lifezone Holdings Limited as of March 31, 2023, and for the three months then ended and the related notes included in the Proxy Statement/Prospectus. |
| ● | The historical unaudited financial statements of GoGreen as of March 31, 2023, and for the three months then ended and the related notes included in the Proxy Statement/Prospectus. |
| ● | The historical audited consolidated financial statements of Lifezone Holdings Limited as of December 31, 2022, and for the year then ended and the related notes included in the Proxy Statement/Prospectus. |
| ● | The historical audited financial statements of GoGreen as of December 31, 2022, and for the year then ended and the related notes included in the Proxy Statement/Prospectus. |
The historical financial statements of Lifezone Holdings Limited have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. The historical financial statements of GoGreen have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The historical financial information of GoGreen has been adjusted to give effect to the differences between US GAAP and IFRS for the purposes of the unaudited pro forma condensed combined financial information. The presentation and reporting currency of Lifezone Holdings Limited and GoGreen is the US Dollar.
The adjustments presented in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an accurate understanding of Lifezone Metals after giving effect to the Transactions and the PIPE Financing. Management has made estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.
The proforma adjustments reflecting the consummation of the Transactions and the PIPE Financing are based on certain currently available information and certain assumptions and methodologies that Lifezone Metals management believes are reasonable under the circumstances. Adjustments in the unaudited pro forma condensed combined financial information, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustment and it is possible the difference may be material. Lifezone Metals believes that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Transactions taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company. They should be read in conjunction with the historical financial statements and notes thereto of Lifezone Holdings Limited and GoGreen.
11
2. IFRS Policy and Presentation Alignment
The unaudited pro forma condensed combined financial information includes an adjustment to the historical financial information of GoGreen to give effect to the differences between US GAAP and IFRS. The adjustment reclassifies GoGreen Class A ordinary shares, subject to redemption from temporary equity under US GAAP to non-current financial liabilities under IFRS.
3. Pro-Forma Adjustments
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statement of Financial Position
| A) | Reflects proceeds from the PIPE Financing, which results in additional cash proceeds of $70.2 million and corresponding increases in share capital and share premium of approximately $1 thousand and $70.2 million, respectively. |
| B) | Reflects the exchange of issued and outstanding GoGreen Class A ordinary shares, GoGreen Class B ordinary shares, GoGreen Public Warrants and GoGreen Private Placement Warrants for Lifezone Metals Ordinary Shares and Lifezone Metals warrants, as applicable. |
| ● | The holders of 26,072,446 redeemable GoGreen Class A ordinary shares exercised their redemption rights resulting in a decrease of $280.4 million to the marketable securities held in the Trust Account. Lifezone Metals issued 7,996,154 Lifezone Metals Ordinary Shares and recognized share capital of approximately $1 thousand and share premium of $2.3 million. The historical equity and Class A ordinary shares subject to redemption of GoGreen are eliminated, resulting in an increase to accumulated deficit of $1.2 million. |
| C) | The Transactions are accounted for in accordance with IFRS 2 with an expense reflected for the difference between the fair value of Lifezone Metals Ordinary Shares issued to GoGreen shareholders as compared to the fair value of GoGreen’s net assets contributed. |
The estimated fair value of the equity instruments issued to GoGreen shareholders considers the impact of Lifezone Metals Ordinary Shares contingently issuable to LHL Shareholders upon the occurrence of the Triggering Events or earlier, on the change of control in accordance with the earnout provisions. Please see the section of the Proxy Statement/Prospectus entitled “The Business Combination – Earnout Shares” for additional information on such provisions. This dilutive effect of the earnout reduces the fair value of Lifezone Metals Ordinary Shares issued to GoGreen shareholders. Since there is no service condition attached to these Earnout Shares, their impact is taken immediately by reducing the fair value of the Lifezone Metals Ordinary Shares issued to GoGreen’s shareholders.
The value of the expense recorded in accordance with IFRS 2 Paragraph 13A is as follows:
The fair value of share consideration of $109 million and GoGreen’s net assets of approximately $2 million result in an excess of the fair value of the shares issued over the value of the net monetary assets acquired of approximately $107 million. This difference is reflected as a transaction expense of approximately $107 million for the services provided by GoGreen in connection with the listing. The fair value calculation of approximately $109 million is based on the combined company estimated fair value derived from the Lifezone Metals enterprise valuation of approximately $846 million and the level of ownership that existing GoGreen shareholders will have in Lifezone Metals after taking into account the earnout arrangement for LHL Shareholders and the Sponsor, and redemptions by GoGreen shareholders.
| (in thousands) | ||||
| Fair value of share consideration | 108,995 | |||
| GoGreen’s net assets | (2,346 | ) | ||
| Transaction expense | 106,649 | |||
The expense ultimately recorded by Lifezone Metals in accordance with IFRS may differ materially from the amounts presented in the unaudited pro forma condensed combined financial information, due to changes in the fair value of the equity of Lifezone Metals, including the value of Lifezone Metals Ordinary Shares and warrants to purchase Lifezone Metals Ordinary Shares.
12
The Lifezone Metals enterprise value calculation is presented below, as well as the fair value of the consideration transferred and GoGreen net assets.
| Lifezone Metals Enterprise Value | ||||
| Outstanding Shares at Closing (actual no. of shares) | 77,693,599 | |||
| Value per Share(1) | 10.75565034 | |||
| Value of Share Consideration | 835,645 | |||
| GoGreen Cash at March 31, 2023 | 291,015 | |||
| Less: Cash used for redemptions | (280,426 | ) | ||
| Total Enterprise Valuation | 846,234 | |||
| Lifezone Metals Enterprise Value | 846,234 | |||
| GoGreen ownership - fully diluted basis(2) | 12.88 | % | ||
| Fair value of share consideration | 108,995 | |||
| GoGreen Net Assets at March 31, 2023: | ||||
| Marketable securities held in Trust Account | 291,015 | |||
| Cash and cash equivalents | 2 | |||
| Prepaid expenses | 155 | |||
| Deferred underwriting commissions | - | |||
| Trade and other payables | (8,400 | ) | ||
| Less: Cash used for redemptions | (280,426 | ) | ||
| Net Assets | 2,346 | |||
| Transaction Expense | 106,649 | |||
| (1) | The value per share in the Lifezone Enterprise Value calculation above represents the redemption value of the GoGreen Class A Shares at the date of the transaction. |
| (2) | The GoGreen ownership on a fully diluted basis excludes the 6,468,600 Sponsor shares. |
| D) | Reflects the adjustments to share capital, share premium, and share based payment reserve after the acquisition of LHL shares outstanding by Lifezone Metals in exchange for 62,680,128 Lifezone Metals Ordinary Shares resulting in an increase to share capital, share premium, and share based payment reserve of approximately $3 thousand, $25 million, and $25 million, respectively. The share capital adjustments increase of $6 thousand is due to the issuance of 62,680,128 Lifezone Metals Ordinary Shares at $0.0001 par value per share. The share premium increase of $51 million is calculated as follows: |
| Eliminate historical shared capital (LHL) | 3 | |||
| Eliminate historical share premium (LHL) | 25,437 | |||
| Eliminate historical share based payment reserve (LHL) | 25,483 | |||
| Par value of issued shares | (6 | ) | ||
| Increase to share premium | 50,917 |
| E) | Reflects the reclassification of marketable securities held in the Trust Account to cash and cash equivalents. These funds became available to the combined company following the Business Combination. |
| F) | Reflects the proceeds received from the issuance of Working Capital Notes of $400 thousand in April and June 2023 and the issuance of the Second Extension Note of $2.76 million with the Sponsor and Lifezone Limited received in April 2023. Also reflects the payoff at closing of the Working Capital Notes of $1 million and the Extension Notes of $5.52 million. |
| G) | Reflects transaction costs incurred by LHL and GoGreen of approximately $29.9 million for advisory, banking, printing, legal and accounting fees incurred as part of the Business Combination. $9.4 million out of the total transaction costs represent equity issuance costs and have been accounted for as a reduction from share premium while $20.5 million has been accounted for as an expense and has been reflected as an increase in the accumulated deficit. Following are the details of the transaction costs for LHL and GoGreen: |
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For GoGreen’s transaction costs, $2.3 million represents equity issuance costs related to the PIPE Financing, which is reflected as a reduction in share premium. The remaining amount of $8.7 million is reflected as an increase to the accumulated deficit. These costs have been excluded from the unaudited pro forma condensed combined statement of operations.
For LHL’s transaction costs, $7.1 million represents transaction costs related to capital markets and accounting advisory services, legal fees and investment bankers’ fee with respect to the Business Combination. The fees paid to the investment bankers by LHL do not vary with the funds being contributed to Lifezone Metals through the Trust Account maintained by GoGreen. The remaining amount of approximately $11.8 million is included as an expense through accumulated loss and is reflected in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2022 as discussed in (AA) below.
It is assumed that these transaction costs will be paid subsequent to the Share Acquisition Closing Date and hence the cash and cash equivalents will decrease by $29.9 million.
The following tables summarize the above mentioned transaction costs and the related treatment within the unaudited pro forma condensed combined financial information:
| GoGreen transaction costs | ||||
| $(in thousands) | ||||
| Transaction costs eligible for capitalization | 2,255 | |||
| Transaction costs expensed as incurred | 8,731 | |||
| Total GoGreen transaction costs | 10,986 | |||
| LHL transaction costs | ||||
| $(in thousands) | ||||
| Transaction costs eligible for capitalization | 7,124 | |||
| Transaction costs expensed as incurred | 11,816 | |||
| Total LHL transaction costs | 18,940 | |||
| H) | Reflects the estimated share-based contingent payments of 1,725,000 Sponsor Earnout Shares to be granted when a Sponsor Earnout Triggering Event occurs based on a preliminary valuation. The aforementioned Earnout Shares are a potential contingent payment arrangement with the Sponsor, based on a market condition without link to service. Thus, the award vests immediately and should be considered as an adjustment to the grant date fair value of the IFRS 2 expense, regardless of whether the target share price of the Sponsor Earnout Event is achieved or not. A valuation assessment was performed for the purpose of determining an estimate of the financial liability using a Monte Carlo simulation using key assumptions for: volatility based on peer company data, risk-free rate and beginning post-combination Company share price of $10.00. |
The Shares are issuable to the Sponsor upon the occurrence of Earnout Triggering Events of achieving a share price of $14.00 and $16.00. The share-based compensation expense attributable to the two Triggering Events is detailed below:
| Triggering Event #1 ($14.00 per share) | 862,500 shares at $9.4986 per share | $ | 8,193 | |||||
| Triggering Event #2 ($16.00 per share) | 862,500 shares at $9.3804 per share | $ | 8,090 | |||||
| Total expense | $ | 16,283 |
This results in an increase to share premium of $16,283 and an increase to the retained deficit of $16,283.
The actual compensation expense recorded for such Sponsor Earnout Shares may differ from these estimates, and such difference may be material.
| I) | Reflects the estimated share-based contingent payments of 25,072,052 LHL Shareholder Earnout Shares to be granted when a LHL Shareholder Earnout Triggering Event occurs based on a preliminary valuation. The aforementioned Earnout Shares are a potential contingent payment arrangement with the LHL Shareholders, based on a market condition without link to service. Thus, the award vests immediately and should be considered as an adjustment to the grant date fair value of the IFRS 2 expense, regardless of whether the target share price of the Sponsor Earnout Event is achieved or not. A valuation assessment was performed for the purpose of determining an estimate of the financial liability using a Monte Carlo simulation using key assumptions for: volatility based on peer company data, risk-free rate and beginning post-combination Company share price of $10.00. |
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The Shares are issuable to the Shareholders upon the occurrence of Earnout Triggering Events of achieving a share price of $14.00 and $16.00. The share-based compensation expense attributable to the two Triggering Events is detailed below:
| Triggering Event #1 ($14.00 per share) | 12,536,026 shares at $9.4986 per share | $ | 119,075 | |||||
| Triggering Event #2 ($16.00 per share) | 12,536,026 shares at $9.3804 per share | $ | 117,593 | |||||
| Total expense | $ | 236,668 |
This results in an increase to share premium of $236,668 and an increase to the retained deficit of $236,668.
The actual compensation expense recorded for such Shareholder Earnout Shares may differ from these estimates, and such difference may be material.
| J) | Reflects the exercise of certain options at closing, resulting in an increase of $111 thousand to cash and cash equivalents and a corresponding increase to share premium. |
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations
The transaction accounting adjustments included in the unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2023 and the year ended December 31, 2022 are as follows:
| (AA) | Reflects the transaction costs of approximately $20.5 million to be expensed and incurred by LHL and GoGreen as part of the Business Combination as described in (G), which are reflected entirely in the year ended December 31, 2022 in the unaudited pro forma condensed combined statement of operations. |
| (BB) | Represents approximately $107 million of expense, in accordance with IFRS 2 as discussed in adjustment (C) above for the difference between the fair value of Lifezone Metals Ordinary Shares and the fair value of GoGreen’s identifiable net assets (including the GoGreen Public Warrants and the GoGreen Private Placement Warrants) after taking into account the impact of the earnout arrangement. These costs are a nonrecurring item. |
| (CC) | Reflects the elimination of interest income on the GoGreen cash balance for the three months ended March 31, 2023 and the year ended December 31, 2022. |
| (DD) | Represents GoGreen stock-based compensation expense of $1.6 million resulting from the Business Combination reflected entirely in the year ended December 31, 2022. |
| (EE) | Reflects the estimated grant date fair value of the Sponsor Earnout Shares to be granted when a Sponsor Earnout Triggering Event occurs, as described in (H) above, reflected entirely in the year ended December 31, 2022. |
| (FF) | Reflects the estimated grant date fair value of the LHL Shareholder Earnout Shares to be granted when a LHL Shareholder Earnout Triggering Event occurs, as described in (I) above reflected entirely in the year ended December 31, 2022. |
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4. Net Loss per Share
Represents the net loss per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination and related transactions, assuming the shares were outstanding since January 1, 2022. As the Business Combination and related transactions are being reflected as if they had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issued in connection with the Business Combination have been outstanding for the entire period presented. As Lifezone Metals was in a net loss under both scenarios for the three months ended March 31, 2023 and the year ended December 31, 2022, giving effect to outstanding GoGreen Public Warrants and GoGreen Private Placement Warrants was not considered in the calculation of diluted net loss per share, since the inclusion of such GoGreen Public Warrants and GoGreen Private Placement Warrants would be anti-dilutive. The 26,797,052 Earnout Shares are subject to certain share price targets such that they are not determined to be participating securities at issuance, and are not included in the calculation of pro forma EPS for the three months ended March 31, 2023 and the year ended December 31, 2022.
The unaudited pro forma condensed combined financial information has been prepared using the actual redemption of GoGreen ordinary shares:
| 94.47% Redemptions | ||||
| For the three months ended March 31, 2023 | ||||
| Net loss per share | ||||
| Pro forma net loss ($ in thousands) | (8,277 | ) | ||
| Weighted average shares outstanding (basic and diluted)(in thousands) | 77,694 | |||
| Net loss per share (basic and diluted) | (0.11 | ) | ||
| For the year ended December 31, 2022 | ||||
| Net loss per share | ||||
| Pro forma net loss ($ in thousands) | (412,614 | ) | ||
| Weighted average shares outstanding (basic and diluted)(in thousands) | 77,694 | |||
| Net loss per share (basic and diluted) | (5.31 | ) | ||
| Weighted average shares outstanding (basic and diluted) (in thousands) (applicable to both December 31, 2022 and March 31, 2023) | ||||
| Lifezone Holdings Shareholders | 62,680 | |||
| Sponsor | 6,469 | |||
| GoGreen Public Shareholders | 1,528 | |||
| PIPE investors | 7,017 | |||
| Total | 77,694 | |||
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Exhibit 15.3
CONSENT OF EXPERT
I, Raymond Kohlsmith, BSc (Hons.) (Geol) 1980, P.Geo (1044) PGO Canada, in connection with the Technical Report Summary titled “Kabanga 2023 Mineral Resource Technical Report Summary” effective 15 February 2023 (the “Technical Report Summary”) as required by Item 601(b)(96) of Regulation S-K and filed as an exhibit to Lifezone Metals Limited’s shell company report on Form 20-F and any amendments or supplements and/or exhibits thereto (collectively, the “Form 20-F”) pursuant to Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (“Regulation S-K 1300”), consent to:
| ● | the public filing and use of the Technical Report Summary as an exhibit to the Form 20-F; |
| ● | the use of and reference to my name, including my status as an expert or “Qualified Person” (as defined in Regulation S-K 1300), in connection with the Form 20-F and the Technical Report Summary; and |
| ● | the use of any information extracted, derived, summarized, quoted or referenced from the Technical Report Summary, or portions thereof, that is included or incorporated by reference into the Form 20-F. |
I am responsible for authoring, and this consent pertains to, the Technical Report Summary. I certify that I have read the Form 20-F and that it fairly and accurately represents the information in the Technical Report Summary for which I am responsible.
Dated this 7th day of July, 2023.
| /s/ Raymond Kohlsmith |
Raymond Kohlsmith, BSc (Hons.) (Geol) 1980, P.Geo (1044) PGO Canada
Exploration Geology Manager
Tembo Nickel Corporation Limited