Highlights
- Controlling interest in one of world’s largest and highest-grade undeveloped nickel deposits offers new resource of more sustainable metals, addressing critical supply deficit for EV batteries.
- Proprietary hydromet mineral processing technology has potential to significantly reduce carbon emissions in battery metals refining compared to traditional smelting and refining.
- Positioned to capitalize on strong demand for battery grade and responsibly sourced nickel from OEMs and other manufacturers of electric vehicles and batteries globally.
- Potential to create a more reliable nickel supply chain for the U.S. and Europe.
- In excess of $70 million in a fully committed common equity private placement (“PIPE”) at $10 per share anchored by strategic and institutional investors, with additional commitments subject to agreement.
- Pro forma equity value of the combined company would be approximately $1 billion1.
NEW YORK, Dec. 13, 2022 (GLOBE NEWSWIRE) — 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 postâ€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.
