Lifezone Metals Consolidates Control of the World-Class Kabanga Nickel-Copper-Cobalt Sulfide Project
Acquires BHP鈥檚
Figure 1: Kabanga Nickel Project ownership structure.
As a result of the transaction, Lifezone owns
Key terms of the transaction:
-
FID Payment: A fixed cash payment of
$10 million $250 million -
First Commercial Production Payment: A second deferred cash payment, payable within 30 days after the period of 12 months following the achievement of first commercial production. The amount is indexed to Lifezone鈥檚 share price performance, with a reference share price of
$4.16 $28 million 10% increase in Lifezone鈥檚 share price results in a$1.96 million $28 million 10% x 0.7). Based on an illustrative price of$4.50 $30 million -
Total consideration cap: Maximum of
$83 million $75 million - Lock-Up and Right of First Offer: BHP has agreed not to sell its Lifezone shares for 12 months post-completion. After this period, BHP must first offer any shares it intends to sell to Lifezone before potentially transferring them to third parties, subject to customary terms.
Mr. Liddell stated: 鈥淭his transaction to own
Mr. Showalter added: 鈥淭his marks a significant milestone for Lifezone as we consolidate ownership of the Kabanga Nickel Project. BHP has been a supportive and value-adding partner whose investment has contributed to advancing the project, and their exit coincides with the project鈥檚 transition into its next stage of development. Our focus remains on delivering a world-class, low-cost nickel project that benefits all stakeholders, including the Government of
Ongoing strategic financing initiatives to advance to Final Investment Decision
Standard Chartered Bank 鈥� Short-term financing and strategic advisory
Lifezone has engaged Standard Chartered Bank as financial adviser to support the development of the Kabanga Nickel Project. A short-term development financing package is well advanced, to provide sufficient capital to undertake early works construction and Resettlement Action Plan activities and to progress through to Final Investment Decision, including proceeding to financial close of the multi-source project finance package.
Lifezone is also in active discussions with several major, diversified counterparties regarding long-term strategic partnerships.
Societe Generale 鈥� Project finance progress
As announced on September 23, 2024 (refer to Lifezone鈥檚 news release), Societe Generale is advising Lifezone on the project financing process. This includes potential support from the
These initiatives aim to deliver a capital structure aligned with Lifezone鈥檚 growth ambitions and Kabanga鈥檚 development timeline. While BHP鈥檚 exit marks a transition, it also presents a unique opportunity to reshape the Kabanga ownership and financing strategy to suit Lifezone鈥檚 aspiration of long-term value creation.
The RAP Trigger Event and ESG alignment
The RAP Trigger Event is defined as the independent verification that the project鈥檚 Resettlement Action Plan has been developed and implemented in material alignment with the International Finance Corporation鈥檚 Performance Standard 5 (IFC PS5).
If confirmed within 12 months of completion, the total consideration payable to BHP will be reduced to a maximum of
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About Lifezone Metals
Lifezone Metals (NYSE: LZM) is committed to delivering cleaner and more responsible metals production and recycling. Through the application of our Hydromet Technology, we offer the potential for lower energy consumption, lower emissions and lower cost metals production compared to traditional smelting.
Our Kabanga Nickel Project in
Through our US-based recycling partnership, we are working towards applying our Hydromet Technology to the recovery of platinum, palladium and rhodium from responsibly sourced spent automotive catalytic converters. Our process is expected to be cleaner and more efficient than conventional smelting and refining methods, supporting a circular economy for precious metals.
Forward-Looking Statements
Certain statements made herein are not historical facts but may be considered 鈥渇orward-looking statements鈥� within the meaning of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the 鈥渟afe harbor鈥� provisions under the Private Securities Litigation Reform Act of 1995 regarding, amongst other things, the plans, strategies, intentions and prospects, both business and financial, of Lifezone Metals Limited and its subsidiaries.
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. Forward-looking statements may be accompanied by words such as 鈥渂elieves,鈥� 鈥渆stimates,鈥� 鈥渆xpects,鈥� 鈥減redicts,鈥� 鈥減rojects,鈥� 鈥渇orecasts,鈥� 鈥渕ay,鈥� 鈥渕ight,鈥� 鈥渨ill,鈥� 鈥渃ould,鈥� 鈥渟hould,鈥� 鈥渨ould,鈥� 鈥渟eeks,鈥� 鈥減lans,鈥� 鈥渟cheduled,鈥� 鈥減ossible,鈥� 鈥渃ontinue,鈥� 鈥減otential,鈥� 鈥渁nticipates鈥� or 鈥渋ntends鈥� 鈥渙r 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; provided that the absence of these does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding future events, the estimated or anticipated future results of Lifezone Metals, future opportunities for Lifezone Metals, including the efficacy of Lifezone Metals鈥� hydrometallurgical technology (Hydromet Technology) and the development of, and processing of mineral resources at, the Kabanga Nickel Project, our approach to environmental stewardship, social responsibility, safety and governance (ESG), and other statements that are not historical facts.
These statements are based on the current expectations of Lifezone Metals鈥� 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 Lifezone Metals and its subsidiaries. These statements are subject to a number of risks and uncertainties regarding Lifezone Metals鈥� business, 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 economic and operational disruptions; global inflation and cost increases for materials and services; capital and operating costs varying significantly from estimates; delays in obtaining or failures to obtain required governmental, environmental or other project approvals; changes in government regulations, legislation and rates of taxation; inflation; changes in exchange rates and the availability of foreign exchange; fluctuations in commodity prices; delays in the development of projects and other factors; the outcome of any legal proceedings that may be instituted against Lifezone Metals; our ability to obtain additional capital, including use of the debt market, future capital requirements and sources and uses of cash; the risks related to the rollout of Lifezone Metals鈥� business, the efficacy of the Hydromet Technology, and the timing of expected business milestones; the acquisition of, maintenance of and protection of intellectual property; Lifezone鈥檚 ability to achieve projections and anticipate uncertainties (including economic or geopolitical uncertainties) relating to our business, operations and financial performance, including: expectations with respect to financial and business performance, future operating results, financial projections and business metrics and any underlying assumptions; expectations regarding product and technology development and pipeline and market size; events relating to environmental issues, social responsibility, safety and/or governance matters, expectations regarding product and technology development and pipeline; future acquisitions, partnerships, or other relationships with third parties; maintaining key strategic relationships with partners and customers; the timing and significance of contractual relationships; the effects of competition on Lifezone Metals鈥� business; the ability of Lifezone Metals to execute its growth strategy, the development and processing of the mineral resources at the Kabanga Nickel Project; manage growth profitably and retain its key employees; the ability of Lifezone Metals to reach and maintain profitability; enhancing future operating and financial results; complying with laws and regulations applicable to Lifezone Metals鈥� business; Lifezone Metals鈥� ability to continue to comply with applicable listing standards of the NYSE; our ability to comply with applicable laws and regulations, stay abreast of accounting standards, or modified or new laws and regulations applying to our business, including privacy regulation; and other risks that will be detailed from time to time in filings with the
The foregoing list of risk factors is not exhaustive. There may be additional risks that Lifezone Metals presently does not know or that Lifezone Metals 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 Metals鈥� expectations, plans or forecasts of future events and views as of the date of this communication. Lifezone Metals anticipates that subsequent events and developments will cause Lifezone Metals鈥� assessments to change.
These forward-looking statements should not be relied upon as representing Lifezone Metals鈥� assessments as of any date subsequent to the date of this communication. You should not place undue reliance on forward-looking statements in this communication, which are based upon information available to us as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. In all cases where historical performance is presented, please note that past performance is not a credible indicator of future results.
Except as otherwise required by applicable law, we disclaim 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 communication.
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Investor Relations 鈥�
Evan Young
SVP: Investor Relations & Capital Markets
[email protected]
Investor Relations 鈥�
Ingo Hofmaier
Chief Financial Officer
[email protected]
Source: Lifezone Metals
