NEW YORK -- Lifezone Metals Limited’s (NYSE: LZM) Chief Executive Officer, Chris Showalter, is pleased to announce the signing of a binding subscription agreement for the issuance of US$50 million of convertible debentures with a consortium of marquee mining investors, led by Harry Lundin (Bromma Asset Management Inc.) and Rick Rule.

Proceeds will be used to continue activities at Lifezone’s flagship Kabanga Nickel Project, located in north-west Tanzania. Kabanga is believed to be one of the world’s largest and highest-grade undeveloped nickel sulfide deposits. The Kabanga Definitive Feasibility Study is on-track for completion in Q3 2024.

Key Terms:

US$50 million of unsecured convertible debentures. The debentures bear interest at a rate of the Secured Overnight Financing Rate (“SOFR”) plus 4.0% per annum, subject to a SOFR floor of 3.0%. Current SOFR is approximately 5.3%.
During the 48-month term, the debentures can be redeemed early by Lifezone, subject to the achievement of certain conditions, at a price of 105% plus interest otherwise payable to the maturity date. Interest is payable quarterly via a mix of cash and shares during the first two years and all in cash during the last two years.
The debentures are convertible into common shares of Lifezone at the option of the holder. The conversion price will be determined on the closing date based on the lesser of a 30% premium to a trailing period VWAP and US$8.00 per share, and is subject to customary adjustments. Mandatory conversion can occur if Lifezone’s share price is greater than 50% above the conversion price for any 15 trading days within a 30 consecutive trading days period.
Proceeds will be used to advance the Kabanga Nickel Project and for general corporate and administrative purposes.
Closing and issuance of the convertible debentures is subject to customary closing conditions.

Mr. Showalter stated: “The proceeds from the issuance of these convertible debentures enables us to maintain the momentum of ongoing work streams at our Kabanga Nickel Project and provides us with optionality to accelerate other opportunities.”

The convertible debentures referred to in this notice have not been and will not be registered under the United States Securities Act of 1933 or with any securities regulatory authority of any state of the United States and may not be offered or sold within the United States absent registration or an applicable exemption from registration requirements.