Highlights
- Controlling interest in one of world’s largest and highest-grade undeveloped nickel deposits offers new resource of more sustainable metals, addressing critical supply deficit for EV batteries.
- Proprietary hydromet mineral processing technology has potential to significantly reduce carbon emissions in battery metals refining compared to traditional smelting and refining.
- Positioned to capitalize on strong demand for battery grade and responsibly sourced nickel from OEMs and other manufacturers of electric vehicles and batteries globally.
- Potential to create a more reliable nickel supply chain for the
U.S. andEurope . - In excess of
$70 million in a fully committed common equity private placement (“PIPE”) at$10 per share anchored by strategic and institutional investors, with additional commitments subject to agreement. - Pro forma equity value of the combined company would be approximately
$1 billion 1.
The transaction will create the first nickel resource and green technology company listed on the
Lifezone Metals (or “Lifezone”) pairs one of the largest and highest-grade undeveloped nickel sulphide deposits in the world with proprietary green-processing technology, to produce cleaner metals in support of growing demand for batteries used in electric vehicles (EVs), fuel cell vehicles (FCVs) and energy storage.
“Lifezone is bringing to market an economic solution that aims to reduce the impact on the climate at a time when there is a clear imbalance between supply and demand for responsibly sourced battery materials,” said
Lifezone Metals founder,
We believe GoGreen management’s executive experience in building, growing and operating clean tech businesses provides critical insights for Lifezone as we move towards project execution and technology growth potential.”
The transaction values the combined company at a pro forma implied equity value of approximately
Concurrently with the consummation of the transaction, new strategic and institutional investors have committed in excess of
Cleaner, Greener, More Affordable Mineral Processing
Currently, metals smelting is responsible for 7% of all global CO2 emissions according to estimates of the
The potential sustainability benefits from this technology can help automakers and metal producers reduce greenhouse gas emissions from operations and their supply chains. And, through potential future licensing, the technology could be available in the
The Africa Alternative: Creating a More Reliable Supply Chain for
Working with BHP, a world-leading resources company, and the Government of
The Kabanga project in
Once operational, the Kabanga mine and hydromet refinery will produce refined high-grade nickel, LME Grade A copper cathode and cobalt.
“We see the metals supply chain as the major bottleneck holding back the promise of wider EV adoption in the U.S.,” said
We expect that Kabanga’s globally significant production profile and our hydromet technology will help address this deficit and meet the increasing needs of automakers. We believe that this lower cost, cleaner and more effective solution can also help to facilitate re-shoring battery manufacturing back to the
Transaction Terms & Financing
The combined company will have an estimated post‐transaction equity value of approximately
Advisors
Investor Webcast Information
To follow our conference via webcast, you can go to the following link:
https://gogreen.eventcdn.net/events/Lifezone-Metals-Business
After the conference finishes, a link to a recording will be available on the website.
To view the Investor Presentation and for further details, visit our new Business Combination site at:
https://ir.lifezonemetals.com/overview/default.aspx
About
www.gogreeninvestments.com
About Lifezone Metals
Lifezone Metals is a modern metals company creating value across the battery metals supply chain from resource to metal and recycling. Lifezone Metals aims to responsibly and cost-effectively provide supply chain solutions to the global battery metals market. The company seeks to solve battery supply-chain challenges through pairing one of the largest and highest-grade undeveloped nickel sulphide deposits in the world with its proprietary hydromet technology, to produce cleaner metals. Its tailored hydromet technology is a cleaner and lower cost alternative to smelting, and the company is partners with BHP in
www.lifezonemetals.com
Contacts
Lifezone Metals Executive Vice President ESG & Communications info@lifezonemetals.com | Media Enquiries tom@tabcommunications.co.uk +44 (0)7814 964 287 |
John@gogreeninvestments.com | Fletcher Advisory daniel@fletcheradvisory.com +44 (0) 7821 571 308 |
US Media Enquiries H+K Strategies +1 713 724 3627 Bronwyn.Wallace@hkstrategies.com |
Kabanga Historical Mineral Resource Estimates as of
Based on
Mineral Resource Classification | LHL Tonnage (Mt) | Grades | Contained Metal | ||||||
NiEq22 | Ni | Cu | Co | NiEq22 | Ni | Cu | Co | ||
(%) | (%) | (%) | (%) | (Mlb) | (Mlb) | (Mlb) | (Mlb) | ||
Tembo | |||||||||
Measured | 5.3 | 3.03 | 2.34 | 0.32 | 0.2 | 357 | 276 | 37 | 24 |
Indicated | 2.4 | 2.2 | 1.69 | 0.22 | 0.15 | 119 | 91 | 12 | 8 |
Inferred | 2.3 | 3.05 | 2.41 | 0.31 | 0.18 | 154 | 122 | 16 | 9 |
Tembo Total | 10.1 | 2.83 | 2.2 | 0.29 | 0.19 | 629 | 488 | 65 | 41 |
North | |||||||||
Measured | 5.1 | 3.37 | 2.64 | 0.35 | 0.21 | 382 | 300 | 40 | 24 |
Indicated | 13.1 | 3.8 | 3.05 | 0.41 | 0.21 | 1,095 | 879 | 117 | 61 |
Inferred | 13.1 | 3.29 | 2.64 | 0.35 | 0.18 | 953 | 766 | 102 | 53 |
North Total | 31.4 | 3.52 | 2.81 | 0.37 | 0.2 | 2,431 | 1,945 | 259 | 137 |
Main | |||||||||
Measured | – | – | – | – | – | – | – | – | – |
Indicated | 2.4 | 2.44 | 1.92 | 0.28 | 0.15 | 127 | 100 | 14 | 8 |
Inferred | – | – | – | – | – | – | – | – | – |
Main Total | 2.4 | 2.44 | 1.92 | 0.28 | 0.15 | 127 | 100 | 14 | 8 |
MNB | |||||||||
Measured | – | – | – | – | – | – | – | – | – |
Indicated | – | – | – | – | – | – | – | – | – |
Inferred | 0.6 | 1.98 | 1.52 | 0.2 | 0.13 | 24 | 19 | 3 | 2 |
MNB Total | 0.6 | 1.98 | 1.52 | 0.2 | 0.13 | 24 | 19 | 3 | 2 |
Historical Mineral Resource | |||||||||
Measured | 10.5 | 3.2 | 2.49 | 0.34 | 0.21 | 739 | 576 | 77 | 47 |
Indicated | 17.9 | 3.4 | 2.71 | 0.36 | 0.19 | 1,340 | 1,070 | 144 | 77 |
Inferred | 16 | 3.21 | 2.57 | 0.34 | 0.18 | 1,132 | 906 | 120 | 64 |
Total | 44.4 | 3.28 | 2.61 | 0.35 | 0.19 | 3,211 | 2,552 | 341 | 188 |
Notes to Mineral Resource Estimate:
- Historical Mineral Resource reported in the Kabanga 2022 Mineral Resource Technical Report Summary effective date
30 November 2022 . - The 2022MR Qualified Persons (QPs) have not done sufficient work to classify the Historical Mineral Resource estimates as current estimates of mineral resources and
Lifezone Holdings Limited (“LHL”) is not treating the estimates as current estimates of mineral resources. - Mineral Resources are reported exclusive of Mineral Reserves. There are no Mineral Reserves to report.
- Mineral Resources are reported showing only the LHL attributable tonnage portion, which is 76.524% of the total.
- Cut-off uses the NiEq22 using a nickel price of
$9.50 /lb, copper price of$4.00 /lb, and cobalt price of$26 /lb with allowances for recoveries, payability, deductions, transport, and royalties. - NiEq22% = Ni% + Cu% x 0. 411 + Co% x 2.765.
- The point of reference for Mineral Resources is the point of feed into a processing facility.
- All Mineral Resources in the 2022MR were assessed for reasonable prospects for eventual economic extraction by reporting only material above a cut-off grade of 0.58% NiEq22.
- Totals may vary due to rounding.
Forward-Looking Statements
Certain statements made herein are not historical facts but may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the “safe harbor” provisions under the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” or the negatives of these terms or variations of them or similar terminology or expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding future events, the proposed business combination between
These statements are based on the current expectations of SPAC and/or Lifezone’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of SPAC and Lifezone. These statements are subject to a number of risks and uncertainties regarding Lifezone’s business and the business combination, and actual results may differ materially. These risks and uncertainties include, but are not limited to: general economic, political and business conditions, including but not limited to the economic and operational disruptions and other effects of the COVID-19 pandemic; the inability of the parties to consummate the business combination or the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination agreement; the number of redemption requests made by SPAC’s shareholders in connection with the business combination; the outcome of any legal proceedings that may be instituted against the parties following the announcement of the business combination; the risk that the approval of the shareholders of Lifezone or SPAC for the potential transaction is not obtained; failure to realize the anticipated benefits of the business combination, including as a result of a delay in consummating the potential transaction or difficulty in integrating the businesses of Lifezone and SPAC; the risk that the business combination disrupts current plans and operations as a result of the announcement and consummation of the business combination; the risks related to the rollout of Lifezone’s business, the efficacy of the Hydromet Technology, and the timing of expected business milestones; Lifezone’s development of, and processing of mineral resources at, the Kabanga project; the effects of competition on Lifezone’s business; the ability of the combined company to execute its growth strategy, manage growth profitably and retain its key employees; the ability of
Certain statements made herein include references to “clean” or “green” metals, methods of production of such metals, energy or the future in general. Such references relate to environmental benefits such as lower green-house gas (“GHG”) emissions and energy consumption involved in the production of metals using the Hydromet Technology relative to the use of traditional methods of production and the use of metals such as nickel in the batteries used in electric vehicles. While studies by third parties (commissioned by Lifezone) have shown that the Hydromet Technology, under certain conditions, results in lower GHG emissions and lower consumption of electricity compared to smelting with respect to refining platinum group metals, no active refinery currently licenses Lifezone’s Hydromet Technology. Accordingly, Lifezone’s Hydromet Technology and the resultant metals may not achieve the environmental benefits to the extent Lifezone expects or at all. Any overstatement of the environmental benefits in this regard may have adverse implications for Lifezone and its stakeholders.
Additional Information and Where to Find It
In connection with the business combination Holdings intends to file with the
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION. Investors and security holders will be able to obtain copies of these documents (if and when available) and other documents filed with the
Participants in the Solicitation
Holdings, Lifezone, SPAC and their respective directors, executive officers, other members of management, and employees, under
No Offer or Solicitation
This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the business combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Kabanga 2022 Mineral Resource – Technical Report Summary
Certain information, such as the historical mineral resource estimate (“Historical Mineral Resource Estimate”), in this press release is sourced from the “Kabanga 2022 Mineral Resource Technical Report Summary” prepared by OreWin and issued on
1 Assumes no redemptions by GOGN’s public shareholders and $33 million in estimated transaction fees; excludes impact of GOGN sponsor 5-year earnout of 0.86MM shares with a vesting price of
2 Based on expected EV sales between 2019 and 2030. Bespoke Nickel Market Outlook for
3 Includes Lifezone’s
4 Source:
5 Mineral Resources are reported showing only the
Source:
2022 GlobeNewswire, Inc., source