Lifezone Metals LTD Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 11th, 2023 • Lifezone Metals LTD • Metal mining • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 6, 2023, is made and entered into by and among Lifezone Metals Limited, an Isle of Man company (“Holdings”), GoGreen Sponsor 1 LP (the “Sponsor” and, together with the equityholders designated as Legacy GoGreen Holders on Schedule A hereto, the “Legacy GoGreen Holders”), the equityholders of Lifezone Holdings Limited (the “Company”), an Isle of Man company, designed as Legacy Lifezone Holders on Schedule B hereto (each such party a “Legacy Lifezone Holder”, and together with the Legacy GoGreen Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”), and, for the limited purpose set forth in Section 5.4 of this Agreement, GoGreen Investments Corporation, a Cayman Islands exempted company (“GoGreen”).
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTWarrant Agreement • July 11th, 2023 • Lifezone Metals LTD • Metal mining • New York
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of July 5, 2023, by and among GoGreen Investments Corporation, an exempted limited liability company incorporated under the laws of the Cayman Islands (the “Company”), Lifezone Metals Limited, an Isle of Man Company (“Holdings”), and Continental Stock Transfer & Trust Company, a New York limited purposes trust company (the “Warrant Agent”).
Certain information has been omitted from the exhibit because it is both (i) not material and (ii) of the type that the registrant customarily and actually treats as private or confidential. The omissions have been indicated by (“[***]”). Dated 9...Loan Agreement • April 17th, 2023 • Lifezone Metals LTD • Metal mining • Gauteng
Subscription AgreementSubscription Agreement • August 1st, 2024 • Lifezone Metals LTD • Metal mining
DATED 20 January 2022 SUPPLY OF SUPPORT SERVICES AGREEMENT between PILANESBERG PLATINUM MINES PROPRIETARY LIMITED and KELLPLANT PROPRIETARY LIMITEDSupply of Support Services Agreement • April 17th, 2023 • Lifezone Metals LTD • Metal mining
The Parties have agreed that PPM will provide certain services to Kellplant in relation to the design, construction and commissioning and operation of the PPM Kell Plant on the terms set out in this Agreement.
LOAN AGREEMENTLoan Agreement • April 17th, 2023 • Lifezone Metals LTD • Metal mining
Parties: Industrial Development Corporation of South Africa Limited (a corporation established under Section 2 of the Industrial Development Corporation Act 1940 (Act No. 22 of 1940)) (“Lender”)
Dated 10 June 2020 SUPPLY OF TECHNICAL SERVICES AGREEMENT between LIFEZONE LIMITED and KELLTECHNOLOGY SOUTH AFRICA (RF) PROPRIETARY LIMITEDSupply of Technical Services Agreement • April 17th, 2023 • Lifezone Metals LTD • Metal mining
Certain information has been omitted from the exhibit because it is both (i) not material and (ii) of the type that the registrant customarily and actually treats as private or confidential. The omissions have been indicated by (“[***]”).Subscription Agreement • June 2nd, 2023 • Lifezone Metals LTD • Metal mining
LIFEZONE METALS LIMITED SENIOR UNSECURED CONVERTIBLE DEBENTURE DUE MARCH [●], 2028Senior Unsecured Convertible Debenture • August 1st, 2024 • Lifezone Metals LTD • Metal mining • England
DATED 4 November 2021 SUPPLY OF SUPPORT SERVICES AGREEMENT between PILANESBERG PLATINUM MINES PROPRIETARY LIMITED and KELLTECHNOLOGY SOUTH AFRICA (RF) PROPRIETARY LIMITEDSupply of Support Services Agreement • April 17th, 2023 • Lifezone Metals LTD • Metal mining
The Parties have agreed that PPM will provide certain services to KTSA in relation to the design, construction and commissioning and operation of the PPM Kell Plant on the terms set out in this Agreement.
Certain information has been omitted from the exhibit because it is both (i) not material and (ii) of the type that the registrant customarily and actually treats as private or confidential. The omissions have been indicated by (“[***]”). DATED [date]...Shareholders’ Agreement • June 2nd, 2023 • Lifezone Metals LTD • Metal mining
SHARE PURCHASE AGREEMENTShare Purchase Agreement • April 22nd, 2026 • Lifezone Metals LTD • Metal mining • New York
This Share Purchase Agreement (this “ Agreement”) is dated as of April 22, 2026, between Lifezone Metals Limited, an Isle of Man company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Certain information has been omitted from the exhibit because it is both (i) not material and (ii) of the type that the registrant customarily and actually treats as private or confidential. The omissions have been indicated by (“[***]”). Dated 14...Investment Option Agreement • April 17th, 2023 • Lifezone Metals LTD • Metal mining
each a “party” and together, the “parties”. References to a “party” and “parties” in this Agreement shall include any other person who may, from time to time, adhere to the terms of this Agreement pursuant to a Deed of Adherence in accordance with the terms of this Agreement.
Dated 5 July 2023Plan of Merger • July 11th, 2023 • Lifezone Metals LTD • Metal mining
Certain information has been omitted from the exhibit because it is both (i) not material and (ii) of the type that the registrant customarily and actually treats as private or confidential. The omissions have been indicated by (“[***]”).Development, Licensing and Services Agreement • April 17th, 2023 • Lifezone Metals LTD • Metal mining • England and Wales
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • April 22nd, 2026 • Lifezone Metals LTD • Metal mining • New York
1) BHP BILLITON (UK) DDS LIMITED (2) LIFEZONE LIMITEDSubscription Agreement • April 17th, 2023 • Lifezone Metals LTD • Metal mining
SHAREHOLDER’S LOAN AGREEMENTShareholder Loan Agreement • April 17th, 2023 • Lifezone Metals LTD • Metal mining
Bridge Loan Facility Agreement dated 8 August 2025 – Second Drawdown Waiver Letter (this “Letter”)Bridge Loan Facility Agreement • April 22nd, 2026 • Lifezone Metals LTD • Metal mining
Certain information has been omitted from the exhibit because it is both (i) not material and (ii) of the type that the registrant customarily and actually treats as private or confidential. The omissions have been indicated by (“[***]”).Kellplant Licence Agreement • April 17th, 2023 • Lifezone Metals LTD • Metal mining
KELLPLANT (PTY) LTD (to be renamed Kelltechnology South Africa (RF) (Pty) Ltd or such other name as may be approved by the Companies and Intellectual Property Commission of South Africa)
METPROTECH PACIFIC PTY LTDShare Sale Agreement • July 3rd, 2023 • Lifezone Metals LTD • Metal mining • Western Australia
METPROTECH PACIFIC PTY LTD (ACN 054 129 029) of c/- ‘MKT Taxation Advisors’, ‘London House’ Level 8, 216 St Georges Terrace, Perth, Western Australia 6000 (Purchaser); AND
USD 60,000,000 BRIDGE LOAN FACILITY AGREEMENT dated August 8, 2025 for KABANGA NICKEL LIMITED arranged by TAURUS MINING FINANCE FUND NO. 2, L.P. with TAURUS MINING FINANCE FUND NO. 2, L.P. acting as AgentBridge Loan Facility Agreement • August 11th, 2025 • Lifezone Metals LTD • Metal mining
SUBSCRIPTION AGREEMENTSubscription Agreement • April 9th, 2025 • Lifezone Metals LTD • Metal mining • New York
This Subscription Agreement (this “Agreement”) is entered into as of [●] January 2024, by and among (i) Lifezone Recycling US, LLC, a Delaware limited liability company (“RecycleCo”), (ii) Lifezone Holdings US, LLC, a Delaware limited liability company (“Lifezone”), and (iii) Glencore Ltd., a company formed under the laws of Switzerland (“Glencore”). Certain capitalized terms used in this Agreement are defined in Section 6 hereof.
Deed of Termination relating to the T2 Agreement Dated 18 July 2025 BHP BILLITON (UK) DDS LIMITED and KABANGA NICKEL LIMITED and LIFEZONE LIMITEDDeed of Termination • July 18th, 2025 • Lifezone Metals LTD • Metal mining
UNDERWRITING AGREEMENTUnderwriting Agreement • November 12th, 2025 • Lifezone Metals LTD • Metal mining • New York
WARRANT TO PURCHASE ORDINARY SHARES lIFEZONE mETALS lIMITEDWarrant Agreement • June 29th, 2026 • Lifezone Metals LTD • Metal mining
THIS WARRANT TO PURCHASE ORDINARY SHARES (the “Warrant”) certifies that, for value received, Taurus Mining Finance Fund No. 2, L.P. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time after the Issue Date and on or prior to 5:00 p.m. (New York time) on the date that is the five (5) year anniversary of the Issue Date above, provided that, if such date is not a Trading Day, the date that is the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from Lifezone Metals Limited, an Isle of Man corporation (the “Company”), up to 500,000 ordinary shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company. The purchase price of one ordinary share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to that certain waiver letter, dated March 7, 202
SECURITIES EXCHANGE AGREEMENT RELATING TO LIFEZONE LIMITEDSecurities Exchange Agreement • April 17th, 2023 • Lifezone Metals LTD • Metal mining • England
ORDINARY SHARE PURCHASE WARRANT LIFEZONE METALS LIMITEDOrdinary Share Purchase Warrant • November 12th, 2025 • Lifezone Metals LTD • Metal mining • New York
THIS ORDINARY SHARE PURCHASE WARRANT (this “Warrant”) certifies that, for value received, ___________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Original Issue Date (as defined below) and on or prior to 5:00 p.m. (New York City time) on the Termination Date (as defined below) but not thereafter, to subscribe for and purchase from Lifezone Metals Limited, an Isle of Man company (the “Company”), up to ____________shares (as subject to adjustment hereunder, the “Warrant Shares”) of ordinary shares in the Company, par value $0.001 per share (the “Ordinary Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
WARRANT TO PURCHASE ORDINARY SHARES lIFEZONE mETALS lIMITEDWarrant Agreement • August 11th, 2025 • Lifezone Metals LTD • Metal mining
THIS WARRANT TO PURCHASE ORDINARY SHARES (the “Warrant”) certifies that, for value received, Taurus Mining Finance Fund No. 2, L.P. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time after the Issue Date and on or prior to 5:00 p.m. (New York time) on the date that is the five (5) year anniversary of the Issue Date above, provided that, if such date is not a Trading Day, the date that is the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from Lifezone Metals Limited, an Isle of Man corporation (the “Company”), up to 2,500,000 ordinary shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company. The purchase price of one ordinary share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to that certain Bridge Loan Facility Agreement,
FRAMEWORK AGREEMENT BETWEEN THE GOVERNMENT OF THE UNITED REPUBLIC OF TANZANIA AND LZ NICKEL LIMITED Dated 19th January, 2021Framework Agreement • April 17th, 2023 • Lifezone Metals LTD • Metal mining
The Government of the United Republic of Tanzania, represented by the Minister for Minerals, Ministry of Minerals of P.O. Box 422, Government City, Mtumba Area, 40474 Dodoma Tanzania (hereinafter referred to as the “Government”);
DATED 23 June 2022 SECURITIES EXCHANGE AGREEMENT RELATING TO KABANGA NICKEL LIMITEDSecurities Exchange Agreement • April 17th, 2023 • Lifezone Metals LTD • Metal mining • England
Certain information has been omitted from the exhibit because it is both (i) not material and (ii) of the type that the registrant customarily and actually treats as private or confidential. The omissions have been indicated by (“[***]”).Loan Agreement • April 17th, 2023 • Lifezone Metals LTD • Metal mining
DATED 24 JUNE 2022 (3)THE AWARDHOLDERS SECURITIES EXCHANGE AGREEMENT RELATING TO LIFEZONE LIMITEDSecurities Exchange Agreement • April 17th, 2023 • Lifezone Metals LTD • Metal mining • England
Dear Sir/ Madam, Bridge Loan Facility Agreement dated 8 August 2025 – Amendment Letter (this "Letter")Bridge Loan Facility Agreement • July 28th, 2026 • Lifezone Metals LTD • Metal mining
award agreement THIS Award agreement IS IMPORTANT AND SHOULD BE KEPT IN A SAFE PLACEAward Agreement • July 11th, 2023 • Lifezone Metals LTD • Metal mining
THIS IS TO CERTIFY THAT __________ (the Participant) is the holder of the following award (the Award) of restricted stock units (RSUs) granted by Lifezone Metals Limited (the Company) under the 2023 Omnibus Incentive Compensation Plan (the Plan), representing an unfunded and unsecured promise to deliver fully paid ordinary shares in the capital of the Company (the Shares) to the Participant, where 1 RSU represents the right to receive 1 Share.