Acquires BHP’s 17% Interest in
Kabanga Nickel Ltd. via Deferred Consideration
(BUSINESS WIRE)--Lifezone Metals
Limited’s (NYSE: LZM) Founder and Chair, Keith Liddell, and Chief
Executive Officer, Chris Showalter, today announced that Lifezone has completed
a definitive agreement with BHP Billiton (UK) DDS Limited (BHP) to acquire
BHP’s 17% equity interest in Kabanga Nickel Limited (KNL), the majority owner
of the Kabanga Nickel Project in northwestern Tanzania.
As a result of the transaction,
Lifezone owns 100% of KNL, which in turn holds an 84% interest in Tembo Nickel
Corporation Limited (TNCL), the Tanzanian operating company for the Kabanga
Nickel Project. The remaining 16% of TNCL is held by the Government of
Tanzania. All existing agreements with BHP, including the T2 Option Agreement,
have been terminated. Lifezone has assumed full control of 100% of the offtake
from the Kabanga Nickel Project.
Key terms of the transaction:
- FID Payment: A fixed cash payment of $10
million, payable within 30 days after the earlier of: (i) 12 months after
the Final Investment Decision (FID) at Kabanga; or (ii) once Lifezone has
raised $250 million in aggregate funding (whether through equity, debt or
alternative sources).
- 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’s share price performance, with a reference
share price of $4.16 per share and a reference amount of $28 million. An
index factor of 0.7x applies – meaning that a 10% increase in Lifezone’s
share price results in a $1.96 million increase in the payment ($28
million x 10% x 0.7). Based on an illustrative price of $4.50 per share,
the payment would total $30 million.
- Total consideration cap: Maximum of $83
million, or reduced to $75 million if the Resettlement Action Plan (RAP)
Trigger Event occurs (see below).
- 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: “This
transaction to own 100% of Kabanga Nickel Limited allows Lifezone to fully
align our technical, commercial, and ESG strategy as we advance Kabanga toward
the Final Investment Decision. We are committed to delivering the project
responsibly and to creation of long-term value for all our stakeholders.”
Mr. Showalter added: “This
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’s 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 Tanzania and local
communities.”
Ongoing strategic financing
initiatives to advance to Final Investment Decision
Standard Chartered Bank –
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 – Project
finance progress
As announced on September 23,
2024 (refer to Lifezone’s news release), Societe Generale is advising
Lifezone on the project financing process. This includes potential support from
the U.S. International Finance Corporation (DFC) through loans and risk
insurance (refer to Lifezone’s August 27, 2024 news release). The project
financing process, which commenced well ahead of the release of the Kabanga
Feasibility Study, is progressing well and meaningful interest has been
received from potential lenders, including export credit agencies.
These initiatives aim to deliver
a capital structure aligned with Lifezone’s growth ambitions and Kabanga’s
development timeline. While BHP’s exit marks a transition, it also presents a
unique opportunity to reshape the Kabanga ownership and financing strategy to
suit Lifezone’s 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’s Resettlement Action Plan has
been developed and implemented in material alignment with the International
Finance Corporation’s 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 $75 million.
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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
Tanzania is believed to be one of the world's largest and highest-grade
undeveloped nickel sulfide deposits. By pairing it with our Hydromet
Technology, we are working to unlock a new source of nickel, copper and cobalt
for the global battery metals markets and to empower Tanzania to achieve
in-country beneficiation.
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.
https://lifezonemetals.com
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Contacts
Investor Relations – North
America
Evan Young
SVP: Investor Relations & Capital Markets
evan.young@lifezonemetals.com
Investor Relations – Europe
Ingo Hofmaier
Chief Financial Officer
ingo.hofmaier@lifezonemetals.com
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