Lifezone Metals, a developer of cleaner battery metals, today
announced it has entered into a definitive agreement for a business
combination with GoGreen Investments (NYSE: GOGN), a
publicly-listed special acquisition company (SPAC).
The transaction will create the first nickel resource and green
technology company listed on the New York Stock Exchange (NYSE).
Upon completion of the proposed transaction, the combined company
will operate under the “Lifezone Metals” name and be listed on the
NYSE under the ticker symbol “LZM”.
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 John Dowd, GoGreen Investments’ CEO. “The company
is developing what it believes will be one of the cleanest, most
socially responsible nickel production facilities in the world. The
propriety technology has the potential to significantly lower the
cost, as well as the environmental and climate footprint, of
mineral processing.”
Lifezone Metals founder, Keith Liddell added: “As the world
shifts towards EVs, Lifezone aims to prove that greener, more
affordable solutions for the energy transition are indeed possible.
Preparing for the demand for battery metals to support production
of the estimated 325 million EVs on the road by 20302 needs to
start now – as automakers have reportedly stated the battery metals
they use have to be low-carbon. Our partnership with BHP, a leading
global resources company, supports the development of the Kabanga
nickel project through additional funding and also gives us
world-class experience and expertise to execute and scale.
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 $1.0 billion1 with total net
proceeds of $318 million1. Including the net proceeds from the
transaction and existing cash on Lifezone’s balance sheet, Lifezone
would have over $357 million1,3 of cash at transaction close, which
is expected to help fund the company’s future growth and transition
into its commercialization phase in 2026.
Concurrently with the consummation of the transaction, new
strategic and institutional investors have committed in excess of
$70 million in a common equity PIPE at $10 per share, with
additional commitments subject to agreement. GoGreen and Lifezone
will opportunistically consider additional PIPE commitments prior
to the closing of the business combination.
Chris Showalter, CEO of Lifezone, will continue as CEO. Keith
Liddell, founder of Lifezone, will serve as the Chairman of the
Lifezone Metals Board, and Michael Sedoy, CFO of GoGreen, will join
Lifezone Metals as interim CFO. John Dowd, GoGreen CEO and Govind
Friedland, GoGreen Chief Operating Officer, will join the Lifezone
Metals Board. The balance of the Lifezone Metals Board members will
be appointed by Lifezone.
Cleaner, Greener, More Affordable Mineral
Processing
Currently, metals smelting is responsible for 7% of all global
CO2 emissions according to estimates of the US Department of
Energy’s Advanced Research and Projects Agency-Energy (“APRA-E”)4.
Lifezone has developed a lower-impact, proprietary
hydrometallurgical (hydromet) processing technology that has the
potential to eliminate carbon-intensive smelting from nickel
production, and also eliminates harmful sulfur dioxide emissions
from the process altogether.
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 U.S.,
Canada, and other countries.
The Africa Alternative: Creating a More Reliable Supply
Chain for U.S. and Europe
Working with BHP, a world-leading resources company, and the
Government of Tanzania as key partners, Lifezone has secured the
Kabanga project, a world-class, development-ready deposit of metals
which we believe will be essential for the clean energy transition
to combat global warming and climate change.
The Kabanga project in North-West Tanzania is one of the largest
and highest quality undeveloped nickel deposits in the world, with
an attributable mineral resource estimate5 to Lifezone of
approximately 44 million tons at an average in-situ nickel grade of
2.61%, plus 0.35% copper and 0.19% cobalt. Kabanga and its hydromet
processing facility have the potential to be one of the lowest
cost, greenest metals production facilities in the world. The
project will aim to maximize use of hydro and renewable power to
provide electrical supply to mine and refinery sites.
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 Chris
Showalter, Lifezone CEO. “According to news reports, automakers
have already invested significantly into battery electric vehicle
production, but very little into sourcing the key metals required
to power them. Additionally, permitting challenges continue to hold
back mining and related activities in the United States vital to
the energy transition.
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 U.S., and
ultimately the electrification of society as a whole.”
Transaction Terms & Financing
The combined company will have an estimated post‐transaction
equity value of approximately $1 billion1 with over $357 million1
in net cash, assuming no redemptions and $33 million in estimated
transaction fees.
Advisors
BTIG, LLC and Sprott Capital Partners LP acted as placement
agents for the PIPE financing. Sprott Capital Partners LP also
acted as the financial and capital markets advisor to GoGreen
Investments. Latham & Watkins LLP served as counsel to GoGreen
Investments. Skadden, Arps, Slate, Meagher & Flom (UK) LLP
acted as legal counsel to the placement agents.
RBC Capital Markets acted as exclusive financial adviser to
Lifezone Metals, Travers Smith LLP served as UK legal counsel and
Cravath, Swaine & Moore LLP served as US legal counsel to
Lifezone Metals. Mayer Brown LLP acted as legal counsel to RBC
Capital Markets.
Investor Webcast Information
GoGreen Investments and Lifezone Metals will host a joint
investor conference call to discuss the proposed business
combination today, Tuesday December 13, 2022 at 11am EST.
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 GoGreen Investments Corporation
GoGreen Investments Corporation (“GoGreen”) is a blank check
company formed for the purpose of effecting a merger, share
exchange, asset acquisition, share purchase, reorganization, or
similar business combination with one or more businesses. GoGreen
is led by Chief Executive Officer John Dowd.
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 Tanzania with the aim of
developing world-class battery metal assets. Lifezone Metals is a
champion for Tanzanian metals production. Its aim is to empower
Tanzania to be the next premier source of nickel, with the goal to
achieve full value in-country. Lifezone Metals’ mission is to
provide commercial access to patented technology and battery metals
through a scalable platform.
www.lifezonemetals.com
Contacts
Lifezone MetalsNatasha Liddell Executive Vice
President ESG &
Communicationsinfo@lifezonemetals.com |
Media EnquiriesTom BatchelarTAB
Communicationstom@tabcommunications.co.uk +44 (0)7814 964
287 |
GoGreen
Investments John
DowdJohn@gogreeninvestments.com |
Daniel TholeFletcher Advisorydaniel@fletcheradvisory.com+44 (0)
7821 571 308 |
|
US Media EnquiriesBronwyn WallaceH+K Strategies+1
713 724 3627Bronwyn.Wallace@hkstrategies.com |
Kabanga Historical Mineral Resource
Estimates as of 30 November 2022 (2022MR)
Based on $9.50/lb Nickel Price, $4.00/lb Cu and
$26.00/lb Co (1)(2)(3)(4)(5)(6)(7)(8)
Mineral Resource Classification |
LHLTonnage(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 GoGreen Investments Corporation (“SPAC”) and
Lifezone Holdings Limited (branded as Lifezone Metals or
“Lifezone”), the estimated or anticipated future results and
benefits of the combined company following the business
combination, including the likelihood and ability of the parties to
successfully consummate the business combination, future
opportunities for the combined company, including the efficacy of
Lifezone’s proprietary hydromet mineral processing technology (the
“Hydromet Technology”) and the development of, and processing of
mineral resources at, the Kabanga project, and other statements
that are not historical facts.
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 Lifezone Metals Limited ("Holdings”) to
obtain or maintain the listing of its securities on a U.S. national
securities exchange following the business combination; costs
related to the business combination; and other risks that will be
detailed from time to time in filings with the U.S. Securities and
Exchange Commission (the “SEC”). The foregoing list of risk factors
is not exhaustive. There may be additional risks that Lifezone
presently does not know or that Lifezone currently believes are
immaterial that could also cause actual results to differ from
those contained in forward-looking statements. In addition,
forward-looking statements provide Lifezone’s expectations, plans
or forecasts of future events and views as of the date of this
communication. Lifezone anticipates that subsequent events and
developments will cause Lifezone’s assessments to change. However,
while Lifezone may elect to update these forward-looking statements
in the future, Lifezone specifically disclaims any obligation to do
so. These forward-looking statements should not be relied upon as
representing Lifezone’s assessments as of any date subsequent to
the date of this communication. Accordingly, undue reliance should
not be placed upon the forward-looking statements. Nothing herein
should be regarded as a representation by any person that the
forward-looking statements set forth herein will be achieved or
results of such forward-looking statements will be achieved.
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 SEC a registration statement on Form F-4, which will
include a preliminary prospectus and preliminary proxy statement
and, after the registration statement is declared effective, SPAC
will mail a definitive proxy statement/prospectus and other
relevant documents relating to the business combination to its
shareholders. This communication is not a substitute for the
registration statement, the definitive proxy statement/prospectus
or any other document that SPAC will send to its shareholders in
connection with the business combination.
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 SEC free of
charge at www.sec.gov. The definitive proxy statement/final
prospectus (if and when available) will be mailed to shareholders
of SPAC as of a record date to be established for voting on the
business combination. Shareholders of SPAC will also be able to
obtain copies of the proxy statement/prospectus without charge,
once available, at the SEC’s website at www.sec.gov, or by
directing a request to: GoGreen Investments Corporation, One City
Centre, 1021 Main Street, Suite 1960, Houston, TX 77002.
Participants in the Solicitation
Holdings, Lifezone, SPAC and their respective directors,
executive officers, other members of management, and employees,
under SEC rules, may be deemed participants in the solicitation of
proxies of SPAC’s shareholders in connection with the business
combination. Investors and security holders may obtain more
detailed information regarding the names and interests in the
business combination of the directors and officers of Holdings,
Lifezone, SPAC in the registration statement on Form F-4 to be
filed with the SEC by Lifezone Metals, which will include the proxy
statement of SPAC for the business combination. Information about
SPAC’s directors and executive officers is also available in SPAC’s
filings with the SEC.
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 November
30, 2022 (“TRS”). The TRS is a preliminary technical and economic
study of the economic potential of the Project mineralization to
support the disclosure of mineral resources. The qualified persons
involved in preparing the TRS have not done sufficient work to
classify the Historical Mineral Resource Estimate as a current
estimate of mineral resources and Lifezone is not treating the
estimate as a current estimate of mineral resources. The Historical
Mineral Resource Estimate is based on mineral resources disclosed
by the previous owners of the Project as current on December 31,
2016 and from studies and data provided by Lifezone.
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 $14.00 and 0.86MM shares with a vesting
price of $16.00.2 Based on expected EV sales between 2019 and 2030.
Bespoke Nickel Market Outlook for Lifezone Limited, by Wood
Mackenzie, September 2022.3 Includes Lifezone’s $39 million net
consolidated cash contribution.4 Source: U.S. Wants
Ideas For Carbon-Free Metals Smelting (forbes.com)
(https://www.forbes.com/sites/jeffmcmahon/2021/06/06/us-wants-ideas-for-carbon-free-metals-smelting/?sh=5f6ac79f3cc4).5
Mineral Resources are reported showing only the Lifezone Holdings
Limited “LHL” attributable tonnage portion, which is 76.524% of the
total.
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