Lifezone Metals Ltd

CERTAIN DEFINED TERMS

In this document, unless the context otherwise requires:

“A&R Articles of Association” means the memorandum and articles of association of Lifezone Metals.

“Ancillary Documents” means each agreement, instrument, certificate or document including the GoGreen disclosure schedules, Lifezone Holdings disclosure schedules, the Plan of Merger, Initial Lock-Up Agreements, the New Registration Rights Agreement, the Sponsor Support Agreement, the Warrant Assumption Agreement, any Joinder and the other agreements, instruments, certificates and documents executed or delivered by any of the parties to or in connection with the BCA.

“AUD” means Australian Dollars.

“Autocats” means Automotive Catalytic Converters.

“Anglo” means Anglo American Corporation.

“Barrick” means Barrick Gold Corporation.

“BCA” means the business combination agreement, dated as of December 13, 2022, as it may be amended, supplemented or modified from time to time by and among GoGreen, Lifezone Metals, the Sponsor, Merger Sub, Lifezone Holdings, Keith Liddell, solely in his capacity as Lifezone Holdings Shareholders representative, and the shareholders of Lifezone Holdings party thereto.

“BHP” means BHP Billiton (UK) DDS Limited, a UK based subsidiary of BHP Group Limited.

“Business Combination” means the Merger and the other transactions contemplated by the BCA, collectively.

“CGU” means Cash Generating Unit.

“December 2024 Technical Report Summary” means Kabanga 2024 Mineral Resource Update Technical Report Summary prepared by Sharron Sylvester, BSc (Geol), RPGeo AIG (10125) and Bernard Peters, BEng (Mining), FAusIMM (201743) (each, a “Qualified Person” and collectively, the “Qualified Persons”) with an effective date of December 4, 2024.

“Definitive Feasibility Study” means the definitive feasibility study for both the Kabanga underground mine and the Kahama multi-metals refinery to determine the development requirements of the project.

"DGPS" means Differential Global Positioning System

“DLSA” means the development, licensing and services agreement between Lifezone Limited and Kabanga Nickel Limited, Kabanga Nickel Project.

“Dutwa Acquisition” means the potential acquisition of all the tangible assets and all registered and unregistered intellectual property relating to the Dutwa Nickel Project (excluding the Ngasamo deposit in the Dutwa Nickel Project area) from Harmony Minerals Limited and Dutwa Minerals Limited, pursuant to the non-binding term sheet dated September 5, 2022, between and among Harmony Minerals Limited and Dutwa Minerals Limited, which was subsequently amended and restated on April 27, 2023.

“Dutwa Nickel Project” means the nickel laterite ore deposit at Dutwa in northern central Tanzania.

“Earnout Period” means the time period beginning on the Share Acquisition Closing Date and ending on the five-year anniversary of the Share Acquisition Closing Date.

“Earnout Shares” means the Lifezone Ordinary Shares to be issued by Lifezone Metals to the former Lifezone Holdings Shareholders in connection with the Share Acquisition, within five business days after the occurrence of the Trigger Events described in this Annual Report, upon the terms and subject to the conditions set forth in the BCA, and subject to equitable adjustment for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations,

v reclassifications, combination, exchange of shares or other like change or transaction with respect to Lifezone Ordinary Shares.

"EIA" means Environmental and Impact Assessment.

“ESIA” means Environmental and Social Impact Assessment.

“ESMP” means Environmental and Social Management Plan.

“ESG” means Environmental, Social and Governance.

“EUR” means Euro, the official currency of the European Union.

“EV” means electric vehicle.

“FCC” means the Fair Competition Commission of Tanzania.

“FCPA” means the Foreign Corrupt Practices Act of 1977, as amended.

“FID” means Final Investment Decision.

“Flip-Up” means the KNL shareholders’ exchange of KNL shares on a 1:1 basis for shares in Lifezone Holdings on June 24, 2022.

“Framework Agreement” means the agreement entered into on January 19, 2021, between KNL and the Government of Tanzania, pursuant to which TNCL.

“FVTPL” means Fair Value Through Profit and Loss.

“GBP” means Great British Pound.

“Glencore” means Glencore plc and its subsidiaries including Glencore Canada Corporation and Glencore Limited.

“GoGreen” means GoGreen Investments Corporation, a Cayman Islands exempted company.

“GoGreen Initial Shareholders” means the Sponsor and certain members of GoGreen’s board of directors and advisors.

“GoGreen PIPE Investors” means the investors who are affiliates of GoGreen that invested in the PIPE Financing and consists of John Dowd, Govind Friedland and Sergei Pokrovsky.

“GST” means Goods and Services Tax.

“Hydromet Technology” means the particular hydrometallurgical processing technology that has been developed and is intended to be developed further, based on Lifezone’s intellectual property. Hydromet Technology includes certain patents and proprietary information in relation to such technology, and which term includes the Kabanga Hydromet Technology and the Kell Process Technology.

“IASB” means the International Accounting Standards Board.

“IDC” means Industrial Development Corporation of South Africa, a South African national development finance institution.

“IDC-KTSA Shareholder Loan Agreement” means the shareholder loan agreement between IDC and KTSA dated March 31, 2022, in terms of which the IDC agreed to advance to KTSA a shareholder loan in the amount of R407,000,000.

“IFRS” means International Financial Reporting Standards as adopted by the IASB.

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“Initial Lock-Up Agreements” means, collectively, the lock-up agreements entered into by the GoGreen Initial Shareholders and Lifezone Holdings Shareholders at the Share Acquisition closing in connection with the Business Combination.

“IOM Companies Act” means the Companies Act 2006 of the Isle of Man.

“IPO” means GoGreen’s Initial Public Offering of GoGreen units, consummated on October 25, 2021.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“Kabanga Data” means the data and information acquired by KNL on April 30, 2021, relating to the Kabanga Nickel Project, including historical mineral resource estimation, all metallurgical test work and piloting data, analysis and studies in conjunction with the acquisition of Kabanga Holdings Limited from Barrick International (Barbados) Corporation and Glencore and all shares of Romanex International Limited from Glencore and Sutton.

“Kabanga Hydromet Technology” means the Hydromet Technology proposed to be developed for refining nickel, cobalt and copper at the Kahama refinery and licensed by Lifezone Limited to Kabanga Nickel Limited, pursuant to the DLSA.

“Kabanga Nickel Project” means the exploration project of the Kabanga deposit project area and study work undertaken in respect of the Kahama multi-metals refinery.

“Kagera Mining” means Kagera Mining Company Limited, a Tanzanian company.

“Kell Intellectual Property” means the intellectual property rights with respect to the Kell Process Technology owned, licensed to or controlled by LZL.

“Kell License” means the exclusive license granted by Lifezone Limited to its 50% owned subsidiary, Kelltech, to use and sub-license the Kell Process Technology in the SADC License Area.

“Kellplant” means Kellplant Proprietary Limited, a limited liability private company, registered in and incorporated under the laws of South Africa.

“Kell Process Technology” means the Hydromet Technology licensed by Lifezone Limited to Kelltech pursuant to the Kelltech License Agreement for refining PGM, gold and silver and associated base metals where the primary focus of the extraction process is a PGM, gold, or silver.

“Kelltech” means Kelltech Limited, a company registered and incorporated in Mauritius.

“Kelltech License Agreement” means a license agreement among Lifezone Limited, Keith Liddell and Kelltech, as amended.

“Kell-Sedibelo-Lifezone Refinery” means a potential refinery at SRL’s Pilanesberg Platinum Mine in South Africa that would process PGM, gold, nickel, copper and cobalt, applying the Kell Process Technology.

“KNCL” means Kabanga Nickel Company Limited, a Tanzanian company.

“KNL” means Kabanga Nickel Limited, a private limited company incorporated under the laws of England and Wales.

“KTSA” means Kelltechnology SA Proprietary Ltd.

“KTSA License” means the license granted to KTSA under the KTSA License Agreement.

“KTSA License Agreement” means a license agreement between Kelltech and KTSA, dated April 16, 2014, as amended, pursuant to which Kelltech granted KTSA an exclusive sub-license to the Kell intellectual property under the Kelltech License Agreement to use the Kell intellectual property within the SADC License Area.

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“Lifezone” means Lifezone Metals Limited together with all of its controlled subsidiaries.

"Lifezone Metals" means Lifezone Metals Limited.

“Lifezone Holdings” means Lifezone Holdings Limited, an Isle of Man company, and its consolidated subsidiaries and, following the Share Acquisition, a wholly owned subsidiary of Lifezone Metals.

“Lifezone Holdings Shareholders” means the shareholders of Lifezone Holdings immediately prior to the Share Acquisition closing.

“Lifezone Holdings Transaction” means the acquisition of 100% of the equity interest (including outstanding options and restricted stock units) in LZL on June 24, 2022, in consideration for issuing shares of Lifezone Holdings on a 1:1 basis to LZL shareholders at the time (following a 1:200 split of shares of LZL).

“Lifezone Ordinary Shares” means the ordinary shares, with $0.0001 par value per share, of Lifezone Metals.

“Lifezone Subscription Agreement” means the subscription agreement dated December 24, 2021, entered into between Lifezone Limited and BHP, pursuant to which BHP subscribed for ordinary shares of Lifezone Limited for an aggregate amount of $10 million.

“LME” means London Metal Exchange.

“Lock-Up Agreements” means, collectively, the Initial Lock-Up Agreements and the lock-up agreements entered into by the limited partners of the Sponsor in connection with the distribution of Lifezone Ordinary Shares and Warrants by the Sponsor to such limited partners.

“LZAP” means Lifezone Asia-Pacific Pty Ltd (formerly known as Metprotech Pacific Proprietary Ltd).

“LZL” means Lifezone Limited, a company limited by shares incorporated under the laws of the Isle of Man.

“LZSL” means LZ Services Limited.

“Merger” means the merger of GoGreen with and into Merger Sub, as a result of which the separate corporate existence of GoGreen ceased and Merger Sub continued as the surviving entity, and the shareholders of GoGreen (other than shareholders of GoGreen who elected to redeem their GoGreen ordinary shares and dissenting shareholders) became shareholders of Lifezone.

“Merger Sub” means Aqua Merger Sub, a company registered in The Cayman Islands was voluntarily dissolved on April 8, 2024.

“Mineral Resource Estimates” means the mineral resource estimates set out in the December 2024 Technical Report Summary.

“MRU” means Mineral Resource Update.

“NCI” means Non-Controlling Interest.

"NEMC"means National Environment Management Council.

“New Registration Rights Agreement” means the Registration Rights Agreement entered into by and among Lifezone, certain Lifezone Holdings Shareholders and the Sponsor in connection with the Business Combination.

“NiEq” means Nickel Equivalent.

“PAP” means Kabanga Nickel Project affected person.

“PGM” means Platinum Group Metals, which include platinum, palladium and rhodium.

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“Pilanesberg Platinum Mine” means the PGM-open pit mine complex located primarily within the farm Tuschenkomst 135JP, and which was operated by PPM until December 1, 2023, and indirectly owned by SRL.

“PIPE” means Private Investment in Public Equity.

“PIPE Financing” means the private placement of 7,017,317 Lifezone Ordinary Shares to the PIPE Investors for gross proceeds of $70,173,170, pursuant to the PIPE Subscription Agreements.

“PIPE Investors” means the investors (including the GoGreen PIPE Investors) in the PIPE Financing pursuant to the PIPE Subscription Agreements.

“PIPE Subscription Agreements” means those certain subscription agreements entered into on December 13, 2022, among GoGreen, Lifezone and the PIPE Investors named therein relating to the PIPE Financing.

“PPM” means Pilanesberg Platinum Mines Proprietary Limited, a limited liability private company, registered in and incorporated under the laws of South Africa. PPM is an indirect wholly owned subsidiary of SRL.

“Private Placement Warrants” means the 667,500 warrants issued to the Sponsor in a private placement concurrently with the IPO that were assumed by Lifezone pursuant to the Warrant Assumption Agreement.

“Public Warrants” means the public warrants that were previously registered and originally issued in the initial public offering of GoGreen Units at a price of $10.00 per GoGreen Unit, with each GoGreen Unit consisting of one Class A ordinary share of GoGreen and one-half of one GoGreen public warrant, and that were assumed by Lifezone pursuant to the Warrant Assumption Agreement.

“QA/QC” means Quality Assurance/Quality Control.

“RAP” means Resettlement Action Plan.

“Recycling Subscription Agreement” means the subscription agreement signed on January 10, 2024, between Lifezone and Glencore for a PGM recycling project which will utilize Hydromet Technology.

“RecycleCo” means Lifezone Recycling US, LLC , a company owned by Lifezone Holdings US, LLC and Glencore.

“Reorganization” means capital reorganization.

“RSUs” means Restricted Stock Units and “RSU” means one such unit.

“SADC License Area” means the countries (Angola, Botswana, the Democratic Republic of Congo, Lesotho, Malawi, Madagascar, Mozambique, Namibia, Swaziland, Tanzania, Zambia, Zimbabwe, South Africa and the Seychelles) where Kelltech can use and/or exercise the Kell Process Technology, under the exclusive license granted by LZL.

“Section 404” means Section 404 of the Sarbanes-Oxley Act.

“Share Acquisition” means the acquisition by Lifezone of all of the issued share capital of Lifezone Holdings in exchange for the issue to Lifezone Holdings Shareholders of Lifezone Ordinary Shares and, if applicable, Earnout Shares, such that Lifezone Holdings became a direct wholly owned subsidiary of Lifezone.

“Share Acquisition Closing Date” means the date of the Share Acquisition Closing, which was July 6, 2023.

“Simulus” means Simulus Group Pty Ltd.

"S-K 1300" means subpart 1300 of Regulation S-K.

“SML” means the Special Mining Licence for the Kabanga deposit project area issued by the GoT to TNCL on October 25, 2021.

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“SOFR” means Secured Overnight Financing Rate.

“SPAC” means Special Purpose Acquisition Company.

“SPAC Transaction” means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of a company with a publicly traded SPAC or its subsidiary, immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

“Sponsor” means GoGreen Sponsor 1 LP, a Delaware limited partnership.

“Sponsor Earnout Shares” means the 1,725,000 Lifezone Ordinary Shares to be issued to the Sponsor that are subject to vesting upon the occurrence of the Trigger Events described in this Annual Report, upon the terms and subject to the conditions set forth in the BCA and the Sponsor Support Agreement.

“Sponsor Support Agreement” means the letter agreement entered into concurrently with the BCA by the Sponsor, GoGreen, Lifezone and Lifezone Holdings, pursuant to which, among other things, the Sponsor agreed to (a) waive the anti-dilution and certain other rights set forth in the organizational documents of GoGreen and (b) subject the Lifezone Ordinary Shares to an earn-out subject to certain conditions.

“SRL” means Sedibelo Resources Limited.

“Sutton” means Sutton Resources Limited.

“TNCL Subsidiary” or “TNCL Subsidiaries” means either TNMCL and TNRCL, singularly or collectively.

“TNMCL” means Tembo Nickel Mining Company Limited, a subsidiary of Tembo Nickel Corporation Limited.

“TNRCL” means Tembo Nickel Refining Company Limited, a subsidiary of Tembo Nickel Corporation Limited.

“TNCL” means Tembo Nickel Corporation Limited.

“TRA” means Tanzanian Revenue Authority.

“Trading Day” means any day on which the Lifezone Ordinary Shares are traded on the New York Stock Exchange (or the exchange on which the Lifezone Ordinary Shares are then listed).

“T1A Investment” means the investment of $40 million received by KNL from BHP by way of a convertible loan, pursuant to the T1A Loan Agreement.

“T1A Loan Agreement” means the loan agreement dated December 24, 2021, between KNL and BHP, pursuant to which KNL received investment of $40 million from BHP by way of a convertible loan forming the T1A Investment.

“T1B Investment” means BHP’s investment of $50 million in KNL in the form of equity under the T1B Subscription Agreement.

“T1B Subscription Agreement” means the equity subscription agreement dated October 14, 2022, between KNL and BHP, pursuant to which KNL received investment of $50 million from BHP by way of an equity subscription forming the T1B Investment.

“T2 Option Investment” means BHP’s potential investment in KNL in form of equity under the T2 Option Agreement, the completion of which is subject to certain conditions and pursuant to which BHP would, in aggregate, hold indirectly 51% of the total voting and economic equity rights in TNCL on a fully diluted basis.

“T2 Option Agreement” means the equity option agreement dated October 14, 2022, as amended on February 8, 2023, entered into between BHP, LZL and KNL, pursuant to which BHP has the option to consummate a further investment in KNL, subject to certain conditions being satisfied, including the satisfactory completion of, and agreement

x on, the Definitive Feasibility Study, agreement on the Joint Financial Model in respect of the Kabanga Nickel Project, the amendment of the articles of association and share capital of the TNCL Subsidiaries and receipt of any necessary regulatory and tax approvals.

“T2 Option Shareholders’ Agreement” means the shareholders’ agreement that KNL and LZL would enter into with BHP upon closing of the T2 Option Investment in respect of KNL and its subsidiaries.

“Trigger Event I” means if at any time during the Earnout Period, the daily VWAP of the Lifezone Ordinary Shares during such period is equal to or exceeds $14.00 per share for any 20 Trading Days (which may or may not be consecutive) during a 30-consecutive Trading Day period.

“Trigger Event II” means if at any time during the Earnout Period, the daily VWAP of the Lifezone Ordinary Shares during such period is equal to or exceeds $16.00 per share for any 20 Trading Days (which may or may not be consecutive) during a 30-consecutive Trading Day period.

“Trigger Events” means, collectively, Trigger Event I and Trigger Event II.

“TZS” Tanzanian Shillings.

“U.S. dollar” or "USD" or $” means the legal currency of the United States.

“U.S. GAAP” means Accounting Principles Generally Accepted in the United States of America.

“VAT” means Value-Added Tax.

“VWAP” means volume-weighted average price.

“Warrants” means, collectively, the Private Placement Warrants and the Public Warrants.

“ZAR” means South African Rand.

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