As filed with the Securities and Exchange Commission on September 11, 2023.

 

Registration No. 333-             

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

 

Lifezone Metals Limited

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Isle of Man   Not applicable

(State or Other Jurisdiction of
Incorporation or Organization)

 

(I.R.S. Employer
Identification No.)

 

Commerce House, 1 Bowring Road, Ramsey, Isle of Man, IM8 2LQ

Telephone: +44 (0)1624 811 603

(Address of Principal Executive Offices, Including Zip Code)

 

 

 

Lifezone Metals Limited 2023 Omnibus Incentive Compensation Plan

(Full Title of the Plan)

 

 

 

LJ Fiduciary

Commerce House, 1 Bowring Road, Ramsey, Isle of Man, IM8 2LQ

Telephone: +44 (0)1624 811 611

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

 

Copies to:

Richard Hall
Alyssa Caples
G.J. Ligelis Jr.
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
(212) 474-1000

 

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
Emerging growth company    

 

If an emerging growth company, 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 7(a)(2)(B) of the Securities Act.

 

 

 

 

 

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

Item 1. Plan Information

 

All information required by Part I of Form S-8 to be contained in the Section 10(a) prospectuses is omitted from this Registration Statement on Form S-8 (this “Registration Statement”) in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the Note to Part I of Form S-8. The document(s) containing the information specified in Part I will be delivered to participants in the equity compensation plans covered by this Registration Statement as required by Rule 428(b)(1) under the Securities Act. These documents and the documents incorporated herein by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute prospectuses that meet the requirements of Section 10(a) of the Securities Act.

 

Item 2. Registrant Information and Employee Plan Annual Information

 

Upon written or oral request, any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement (which documents are incorporated by reference in the Section 10(a) prospectuses), any other document required to be delivered to participants pursuant to Rule 428(b) under the Securities Act or additional information about any of the plans covered by this Registration Statement is available without charge by contacting:

 

Spencer Davis

Group General Counsel

Lifezone Metals Limited

Commerce House, 1 Bowring Road

Ramsey, Isle of Man, IM8 2LQ

Telephone: +44 1624 811 611

 

1

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The documents listed below have been filed with the U.S. Securities and Exchange Commission (the “Commission”) by the Registrant and are incorporated herein by reference to the extent not superseded by documents subsequently filed:

 

(1)The Registrant’s Shell Company Report on Form 20-F filed with the Commission on July 11, 2023; and

 

(2)The description of the ordinary shares contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on July 5, 2023, and all other amendments and reports filed for the purpose of updating such description.

 

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents. Reports on Form 6-K that the Registrant furnishes to the Commission will only be deemed incorporated by reference into this Registration Statement if such Report on Form 6-K so states that it is incorporated by reference herein.

 

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein) modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

II-1

 

 

Item 4. Description of Securities.

 

Not applicable.

 

Item 5. Interests of Named Experts and Counsel.

 

Not applicable.

 

Item 6. Indemnification of Directors and Officers.

 

Subject to the provisions of the Companies Act 2006 of the Isle of Man (the “IOM Companies Act”), our Amended and Restated Memorandum and Articles of Association provide that we shall indemnify each of our directors and officers (including former directors and officers) out of our assets, to the fullest extent permissible under the laws of the Isle of Man, against any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses, whatsoever, which any of those directors or officers may incur as a result of any act or failure to act in carrying out their functions unless that liability arises through their actual fraud or willful default. The IOM Companies Act permits the indemnification of directors and officers provided that such person acted honestly and in good faith and in what such person believed to be in the best interests of the company and, in the case of criminal proceedings, had no reasonable cause to believe that the conduct of such person was unlawful.

 

Costs and expenses, including reasonable attorneys’ fees, incurred by a director or officer in connection with the defense of any action, suit, proceeding or investigation involving them may be paid by us in advance of the final disposition of such proceedings upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it shall be determined by final judgment that the director is not entitled to be indemnified by us in accordance with our Amended and Restated Memorandum and Articles of Association.

 

The indemnification and advancement of expenses provided by, or granted pursuant to, our Amended and Restated Memorandum and Articles of Association is not exclusive of any other rights to which the person seeking indemnification or advancement of expenses may be entitled.

 

The directors, on behalf of us, may purchase and maintain insurance for the benefit of any current or former director or other officer of Lifezone Metals Limited against any liability which, by virtue of any rule of law, would otherwise attach to such person in respect of any negligence, default, breach of duty or breach of trust of which such person may be guilty in relation to us.

 

In addition, we have purchased and intend to maintain standard policies of insurance under which coverage is provided to our directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act, and to us with respect to payments which may be made by us to such directors and officers pursuant to the above indemnification provision or otherwise as a matter of law.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

Item 7. Exemption From Registration Claimed.

 

Not applicable.

 

II-2

 

 

Item 8. Exhibits.

 

Exhibit
Number
  Description
4.1   Amended and Restated Memorandum and Articles of Association of Lifezone Holdings Limited (incorporated by reference to Exhibit 3.1 to Amendment No. 1 to the Company’s Registration Statement on Form F-1 (File No. 333-272865) filed with the SEC on July 11, 2023).
     
5.1*   Opinion of Appleby LLC.
     
23.1*   Consent of Appleby LLC (included in Exhibit 5.1).
     
23.2*   Consent of Grant Thornton.
     
23.3*   Consent of Citrin Cooperman & Company, LLP.
     
24.1*   Power of Attorney (included on the signature page to this Registration Statement).
     
99.1   Lifezone Metals Limited 2023 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.33 to Amendment No. 1 to the Company’s Registration Statement on Form F-1 (File No. 333-272865) filed with the SEC on July 11, 2023).
     
107*   Filing Fee Table.

 

*Filed herewith.

 

II-3

 

 

Item 9. Undertakings.

 

(a)The undersigned Registrant hereby undertakes:

 

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

(i)To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(ii)To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

(iii)To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

 

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

 

(2)That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(b)The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

II-4

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in City of Pittsburgh, State of Pennsylvania on September 11, 2023.

 

  LIFEZONE METALS LIMITED
   
  By: /s/ Chris Showalter
  Name:  Chris Showalter
  Title: Chief Executive Officer

 

SIGNATURES AND POWERS OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned constitutes and appoints Chris Showalter and Ingo Hofmaier, each acting alone, as his or her true and lawful attorneys-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-8, or other appropriate form, and all amendments thereto, including post-effective amendments, of Lifezone Metals Limited, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

 

NAME   POSITION   DATE
         
/s/ Chris Showalter   Chief Executive Officer, Director   September 11, 2023
         
         
/s/ Ingo Hofmaier   Chief Financial Officer   September 11, 2023
         
         
/s/ Keith Liddell   Director   September 11, 2023
         
         
/s/ John Dowd   Director   September 11, 2023
         
         
/s/ Robert Edwards   Director   September 11, 2023
         
         
/s/ Jennifer Houghton   Director   September 11, 2023

 

 

II-5

 

 

AUTHORIZED REPRESENTATIVE

 

Pursuant to the requirement of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Lifezone Metals Limited, has signed this registration statement in the United States on September 11, 2023.

 

  /s/ Chris Showalter
  Name:  Chris Showalter

 

 

II-6

 

 

Exhibit 5.1

 

 

  Lifezone Metals Limited
Commerce House
1 Bowring Road
Ramsey
Isle of Man
IM8 2LQ    

Email  djago@applebyglobal.com

 

Direct Dial  +44 (0)1624 647 629
Tel +44 (0)1624 647 647

 

Your Ref

 

Appleby Ref  462870.0001/DJ/YP

 

11 September 2023

 

Isle of Man Office

  Lifezone Metals Limited, with company number 020550V (the “Company”)
       

Appleby (Isle of Man) LLC

1. INTRODUCTION
33-37 Athol Street      

Douglas

Isle of Man

IM1 1LB

  This opinion as to Isle of Man law is addressed to you in connection with the filing by the Company with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) of a Registration Statement on Form S-8, including all amendments or supplements thereto (the “Registration Statement”) relating to the issue of Shares in the Company under the Lifezone Metals Limited 2023 Omnibus Incentive Compensation Plan (the “Plan”) (incorporated by reference to Exhibit 10.33 to Amendment No. 1 to the Company’s Registration Statement on Form F-1 (File No. 333-272865) filed with the SEC on July 11, 2023).
       

Tel +44 (0)1624 647 647

  Unless otherwise defined in this opinion, capitalised terms have the meanings assigned to them in the Plan.
       

applebyglobal.com

  2. OUR REVIEW 
       

Isle of Man Managing Partner

Mark Holligon

Isle of Man Partners

Simon Harding

Claire Milne

Charles Davies

Caren Pegg

Kyle Sutherland

Juan Thornley

Garry Manley

Tom Brook

Claire Corkish

 

For the purposes of giving this opinion we have examined and relied upon the Registration Statement and the Plan (the “Documents”) and made such enquiries as to questions of Isle of Man law as we have deemed necessary in order to render the opinion set forth herein. We have not examined any other documents, even if they are referred to in the Documents.

 

For the purposes of giving this opinion we have carried out the Company Search (as defined below) and the Litigation Search (as defined below) described in Part 2 of Schedule 1.

 

We have not made any other enquiries concerning the Company and, in particular, we have not investigated or verified any matter of fact or representation (whether set out in the Documents or elsewhere) other than as expressly stated in this opinion.

 

Appleby (Isle of Man) LLC (the Legal Practice) is a limited liability company with company number 000944L incorporated in the Isle of Man with its registered office at 33-37 Athol Street, Douglas, Isle of Man, IM1 1LB. “Partner” is a title referring to a member or employee of the Legal Practice. A list of such persons can be obtained from your relationship partner.

   

 

 

Bermuda ■ British Virgin Islands ■ Cayman Islands ■ Guernsey ■ Hong Kong ■ Isle of Man ■ Jersey ■ Mauritius ■ Seychelles ■ Shanghai

 

 

 

 

    3. APPLICABLE LAW
       

 

  We do not purport to be experts on or generally familiar with or qualified to express legal opinions on any laws other than the laws of the Isle of Man and accordingly we express no opinion on the laws of any other jurisdiction. Our opinion is limited to, and should be construed in accordance with, the present laws of the Isle of Man, the present practice of the Isle of Man Courts and facts and circumstances known to us and subsisting at the date of this opinion.
   
4. LIMITATIONS
     
  This opinion is strictly limited to the matters stated in it and does not extend to, and is not to be extended by implication, to any other matters.
     
  We consent to the inclusion of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder.
       
    A copy of this opinion may be provided for the purpose of information only (a) where required by law or judicial process and (b) to the Addressees’ affiliates, professional advisers, auditors, insurers and regulators.
       
    5. ASSUMPTIONS AND RESERVATIONS
       
    We give the following opinions on the basis of the assumptions set out in Schedule 2 (the “Assumptions”), which we have not verified, and subject to the reservations set out in Schedule 3 (the “Reservations”).
       
    6. OPINIONS
       
    We are of the opinion that:
       
    Incorporation: The Company is a company limited by shares incorporated and existing under the laws of the Isle of Man and is a separate legal entity.
       
    Legality of Shares to be issued under to the Plan: When issued and paid for in accordance with the terms of the Plan and entered in the register of members of the Company, the Shares will be legally issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such shares), provided that, to the extent that any Shares are to be issued under the Plan for consideration other than money, the Board will pass a resolution stating: (i) the amount to be credited for the issue of the Shares; (ii) their determination of the reasonable present cash value of the non-money consideration for the issue; and (iii) that, in their opinion, the present cash value of the non-money consideration for the issue is not less than the amount to be credited for the issue of the Shares.

 

 

 

Bermuda ■ British Virgin Islands ■ Cayman Islands ■ Guernsey ■ Hong Kong ■ Isle of Man ■ Jersey ■ Mauritius ■ Seychelles ■ Shanghai 

 

2

 

 

    Winding Up and Litigation: According to the Searches (as defined below):
       
    (a) there is no material pending litigation against the Company; and
       
    (b) the Company has not taken any corporate action nor have any steps been taken or legal proceedings been started by or against the Company for the liquidation, winding-up, striking off, dissolution or reorganisation of the Company or for the appointment of a liquidator, receiver, trustee or similar officer of the Company or of all or any of its assets.

 

    Yours faithfully
     
   
     
    Appleby (Isle of Man) LLC

 

 

 

Bermuda ■ British Virgin Islands ■ Cayman Islands ■ Guernsey ■ Hong Kong ■ Isle of Man ■ Jersey ■ Mauritius ■ Seychelles ■ Shanghai 

 

3

 

 

Schedule 1

 

Part 1

 

Documents Examined

 

1.A copy of the certificate of incorporation, amended and restated memorandum and articles of association of the Company and other documents on the file of the Company at the Isle of Man Companies Registry (the “Registry”) as revealed by the Company Search.

 

2.A copy of the written resolutions of then sole director of the Company approving, among other things, the adoption of the Plan and authorising the Compensation Committee of the Board to administer the Plan.

 

3.A copy of the results of the Litigation Search.

 

4.A copy of the results of the Company Search.

 

5.A copy of the registered agent’s certificate addressed to us dated 11 September 2023 identifying the directors of the Company issued by LJ Management (IOM) Limited who, according to the Company Search, is the registered agent of the Company (the “Certificate”).

   

Part 2

 

Searches

 

1.A search of the entries and filings shown and available for inspection in respect of the Company on the file maintained at the Registry carried out on 11 September 2023 (the “Company Search”).

 

2.A search of the entries and filings shown and available for inspection in respect of the Company at the Rolls Office of the High Court of Justice in the Isle of Man (the “Rolls Office”) as revealed by a search conducted on 11 September 2023 (the “Litigation Search”).

 

(The Company Search and the Litigation Search are together referred to as the “Searches”)

 

 

 

Bermuda ■ British Virgin Islands ■ Cayman Islands ■ Guernsey ■ Hong Kong ■ Isle of Man ■ Jersey ■ Mauritius ■ Seychelles ■ Shanghai 

 

4

 

 

Schedule 2

 

Assumptions

 

We have assumed:

 

1.that the Awards pursuant to which the relevant Shares are to be issued under the Plan will be validly granted by the Compensation Committee of the Board;

 

2.that no Shares will be issued at a discount to nominal value;

 

3.(i) that any originals of documents examined in connection with this opinion are authentic, accurate and complete; and (ii) the authenticity, accuracy, completeness and conformity to original documents of all documents submitted to us as copies;

 

4.that the signatures and seals on all documents and certificates submitted to us as originals or copies of executed originals are genuine and authentic, and the signatures on all documents executed by the Company are the signatures of the persons authorised to execute the documents by the Company;

 

5.the truth, accuracy and completeness of all representations and warranties or statements of fact or law (other than as to the laws of the Isle of Man in respect of matters upon which we have expressly opined) made in the Documents and any correspondence submitted to us;

 

6.that: (i) the resolutions described under paragraph 2 of Part 1 of Schedule 1 (the “Resolutions”) were duly passed; (ii) all interests of the then sole director on the subject matter of the Resolutions, if any, were declared and disclosed in accordance with the law and the memorandum and articles of association of the Company in effect at the time when the Resolutions were passed; (iii) the Resolutions have not been revoked, amended or superseded, in whole or in part, and remain in full force and effect; and (iv) the then sole director of the Company concluded that adoption of the Plan is bona fide in the best interests of the Company;

 

7.that no circumstances exist which would have any adverse implications in relation to the opinions expressed in this opinion by reason of fraud, misrepresentation, mistake, undue influence, any bribe or corrupt conduct, or breach of any fiduciary duty owed to the Company;

 

8.that the issue of the Shares does not conflict with or breach any economic or other sanctions imposed by any applicable treaty, law, order or regulation of any jurisdiction outside of the Isle of Man;

 

9.that the information disclosed by the Searches is accurate and complete in all respects and such information has not since the date of the Searches been materially altered;

 

10.that all information required to be filed with or delivered to the Registry in respect of the Company has been so filed or delivered at the time of the Company Search, and that the public records did not fail to disclose any resolutions passed by the Company or any other actions taken by, or events relating to, the Company which give rise to a requirement for the Company or any other person to deliver any forms or documents to the Registry for filing;

 

11.the accuracy of the records and filing systems maintained at the public offices where we have searched or enquired or have caused searches or enquiries to be conducted;

 

12.that the details and statements contained in the Certificate are accurate and correct as at the date of this opinion

 

13.that the Plan, and all rights and obligations arising under it, constitutes, legal, valid, binding and enforceable rights and obligations in accordance with its governing law and under any other applicable law (other than Isle of Man law); and

 

14.that the choice of laws as the governing law of the Plan has been made in good faith and is valid and binding under the laws of all relevant jurisdictions (other than the Isle of Man).

 

 

 

Bermuda ■ British Virgin Islands ■ Cayman Islands ■ Guernsey ■ Hong Kong ■ Isle of Man ■ Jersey ■ Mauritius ■ Seychelles ■ Shanghai 

 

5

 

 

Reservations

 

Our opinion is subject to the following:

 

1.Enforcement: Where any obligation of any person is to be performed in any jurisdiction outside of the Isle of Man, such obligation may not be enforceable under the law of the Isle of Man to the extent that such performance would be illegal or contrary to public policy under the laws of that foreign jurisdiction.

 

2.Reference to foreign law: To the extent that any document makes reference to foreign statutes, regulations or codes, we express no opinion upon the meaning or effect of such provisions or the impact upon this opinion generally or as to the availability in the Isle of Man of any remedies which are available in other jurisdictions.

 

3.Law not fact: Save as otherwise specifically stated in this opinion, this opinion addresses law and not fact.

 

4.Company Search: The Company Search only reveals documentation which has been delivered to and processed by the Registry and placed on the Company’s company file and does not reveal any documentation which has been delivered to the Registry for registration but which has not yet been placed on the Company’s company file. Additionally, the record may be incomplete due to filing of the appropriate document having been overlooked or the time limit for the filing of the document not having yet expired.

 

5.Litigation Search: The Litigation Search at the Rolls Office is a manual search and cannot be relied upon to reveal whether or not a particular entity is a party to litigation in the Isle of Man. Notwithstanding this, a search at the Rolls Office is the only means of checking whether or not an entity is a party to litigation in the Isle of Man.

 

 

 

Bermuda ■ British Virgin Islands ■ Cayman Islands ■ Guernsey ■ Hong Kong ■ Isle of Man ■ Jersey ■ Mauritius ■ Seychelles ■ Shanghai 

 

6

 

 

Exhibit 23.2

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We have issued our report dated April 17, 2023, with respect to the consolidated financial statements of Lifezone Holdings Limited contained in the Registration Statement and Prospectus. We consent to the use of the aforementioned report in the Registration Statement and Prospectus, and to the use of our name as it appears under the caption “Experts.”

 

/s/ Grant Thornton  
Grant Thornton  
Dublin, Ireland  
   
11 September, 2023  

Exhibit 23.3

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 24, 2023, relating to the financial statements of GoGreen Investments Corporation (the “Company”), appearing in the Annual Report on Form 10-K, of the Company for the year ended December 31, 2022. Our report includes an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern. 

 

/s/ CITRIN COOPERMAN & COMPANY, LLP

New York, New York

September 11, 2023

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-8

(Form Type)

 

Lifezone Metals Limited

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

Security Type  Security
Class
Title
  Fee
Calculation
Rule
  Amount
Registered (1)
   Proposed
Maximum
Offering
Price Per
Share
   Proposed
Maximum
Aggregate
Offering
Price
   Fee
Rate
   Amount of
Registration
Fee
 
                           
Equity  Ordinary Shares, par value $0.0001 per share  457(c) and 457(h)   11,895,815(2)  $13.15(3)  $ 156,429,967.25    0.0001102   $17,238.58 
Total Offering Amounts        $156,429,967.25        $17,238.58 
Total Fee Offsets                    
Net Fee Due                  $17,238.58 

 

(1)This Registration Statement on Form S-8 (this “Registration Statement”) covers ordinary shares, par value $0.0001 per share (“Ordinary Shares”), of Lifezone Metals Limited, an Isle of Man company (the “Registrant”), that may become issuable under the Lifezone Metals Limited 2023 Omnibus Incentive Compensation Plan (the “2023 Plan”). Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover additional Ordinary Shares which may become issuable by reason of any stock split, stock dividend, recapitalization or other similar transaction effected without consideration which results in the increase in the number of the Registrant’s outstanding Ordinary Shares.

 

(2)Represents 11,895,815 Ordinary Shares reserved for issuance under the 2023 Plan.

 

(3)Estimated for the purpose of calculating the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act, based on the average of the high and low prices of the Ordinary Shares reported on the New York Stock Exchange on September 6, 2023.

 


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