Equity | 25. Lifezone Holdings was incorporated on March 28, 2022, as a holding company for Lifezone Limited and acquired 100% of the equity interest in Lifezone Limited on June 24, 2022. Refer to Note 1. Lifezone was incorporated on December 8, 2022, as a holding company for Lifezone Holdings and acquired 100% of the equity interest in Lifezone Holdings on July 6, 2023, as part of the SPAC Transaction. Refer to Note 1. December 31, December 31, Number of $ Number of $ Share capital: Lifezone Holding Limited Number of ordinary shares in issue 58,300,082 Nominal average value per ordinary per share 0.0001 Nominal value of ordinary total shares: Lifezone Holdings Limited 3,101 Lifezone Metals Limited Number of ordinary shares in issue 78,269,952 Nominal average value per ordinary per share 0.0001 Nominal value of ordinary total shares: Lifezone Metals Limited 7,828 The number of shares and nominal average value have been adjusted to retrospectively reflect the impact of the Flip -Up As disclosed on Note 1, immediately prior to the Closing date of the SPAC Transaction, holders of all outstanding LHL shares (620,290 total) were subsequently exchanged for LML shares at the Closing. On July 6, 2023, LML purchased the shares of LHL with a ratio of c. 94:1. Reconciliation of Shareholders’ equity movement December 31, 2023 Movements December 31, 2022 Number of Shares $ $ Number of Shares $ Share capital, beginning 58,300,082 3,101 — 58,300,082 1,843 Transactions with shareholders Lifezone Holdings restricted stock units exercised 2,819,653 150 150 — — Lifezone Holdings share options, net settled exercised 1,560,396 83 83 — — 4,380,049 233 233 — — Total Lifezone Holdings Limited shares prior to share exchange 62,680,131 3,334 58,300,082 1,843 Share exchange transaction Total Lifezone Holdings shares exchanged for Lifezone Metals shares (62,680,131 ) (3,334 ) (3,334 ) Reconciliation of Shareholders’ equity movement December 31, 2023 Movements December 31, 2022 Number of Shares $ $ Number of Shares $ Exchange ratio of 94:1 Exchanged for Issue of Lifezone Metal Limited shares 62,680,131 6,268 6,268 — — Previous GoGreen Sponsor shareholders 6,468,600 647 647 — — Previous GoGreen public shareholders 1,527,554 153 153 — — PIPE Investors 7,017,317 702 702 — — Simulus Vendors 500,000 50 50 — — Issue of Lifezone Metal Limited shares 78,193,602 7,820 7,820 — — Issue of shares from warrants 76,350 8 8 — — Share flip up transaction Swap of Lifezone and KNL shares — — — (58,300,082 ) (1,843 ) Issue of Lifezone Holdings Limited shares — — — 58,300,082 3,101 — — — — 1,258 Total transactions with shareholders 78,269,952 7,828 7,828 — 1,258 Share capital, ending 78,269,952 7,828 4,727 58,300,082 3,101 Share premium 184,610,307 158,933,651 25,676,656 Equity issuance fees (5,923,979 ) (5,683,979 ) (240,000 ) Total share premium 178,686,328 153,249,672 25,436,656 Lifezone Holdings restricted stock — (14,379,698 ) 14,379,698 Lifezone Holdings share options — (11,103,650 ) 11,103,650 Previous Lifezone Holdings shareholders earnouts 248,464,035 248,464,035 — Previous Sponsor earnouts 17,094,750 17,094,750 — Total shared base payment reserve 265,558,785 240,075,437 25,483,348 Warrant reserves 15,017,257 15,017,257 — Other reserves (6,814,302 ) 8,680,952 (15,495,254 ) Translations reserve 77,933 (37,931 ) 115,864 Redemption reserve 280,808 — 280,808 Accumulated deficit (408,165,162 ) (363,874,560 ) (44,290,602 ) Total Shareholders’ equity (deficit) 44,649,475 53,115,554 (8,466,079 ) The comparative LHL shares have been retroactively restated as shares reflecting the exchange ratio of circa 94:1 established in the business combination. All fractional shares were rounded. Share capital Share capital reflects the par value of shares issued as shown on the consolidated statements of financial position in the presentational currency USD. Share premium Share premium reflects the excess of consideration received, net of issue costs, over par value of shares. Other reserve Other reserves reflect revaluation of Share -based Foreign currency translation reserve The assets and liabilities of Lifezone’s foreign subsidiaries are translated into USD using the exchange rates in effect on the balance sheet dates. Equity accounts are translated at historical rates, except for the change in retained earnings during the year, which is the result of the period as shown in the Unaudited Condensed Consolidated Interim Statement of Comprehensive Income. Revenue and expense accounts are translated using the weighted average exchange rate during the period. The cumulative translation adjustments associated with the net assets of foreign subsidiaries are recorded in Lifezone’s consolidated foreign currency translation reserve. Lifezone has subsidiaries functioning in GBP and AUD. Accumulated deficit This includes all current and prior period accumulated losses of the Lifezone. Non-controlling Interest In January 2021, KNL and the GoT established Tembo Nickel, a Tanzanian company in order to develop, process and refine future products from the Kabanga Nickel Project. Through the Treasury Registrar, the GoT owns a non -dilutable -carried -controlling In October 2022, BHP also agreed to invest a further $50 million into KNL in the form of equity under the Tranche 2 Subscription Agreement, as described in detail in Note 1. KNL satisfied substantially all the closing conditions and received the $50 million on February 15, 2023, and issued a stock certificate on the same day, bringing BHP’s interest in KNL from 8.9% as of December 31, 2022, to 17.0%, effective February 15, 2023. Associated with this transaction KNL paid $2.5 million equity issuance cost. Share-based payments — restricted stock units On November 10, 2021, restricted stock units were granted to Chris Showalter for 150 ordinary shares at $1.00 per share with a ten -year The restricted stock units vest only upon certain events being one of the following: • -length • -length • The fair value of restricted stock units recognized as expensed in year ended December 31, 2023, was $ Nil Nil Nil 9 10 -based -Up The fair value of restricted stock units recognized on the statement of financial position ended December 31, 2023, was $ Nil -based Restricted Fair value As at January 1, 2022 150 9,525,000 Granted — — Released* (150 ) — Exchanged* 30,000 — Fair value adjustment — 4,854,698 Outstanding at December 31, 2022 30,000 14,379,698 As at January 1, 2023 30,000 14,379,698 Exchanged** (30,000 ) (14,379,698 ) Outstanding at December 31, 2023 — — * -Up Under the BCA with GoGreen shareholders approved the merger in a special meeting held on June 29, 2023, prior to the SPAC Transaction closing. The GoGreen shareholder approval was the final legal hurdle in pursuing the merger with Lifezone Holdings. ** Following the SPAC Transaction, as described in detail in Note 1, there are no restricted stock units outstanding as of December 31, 2023. Share-based payments — share options In 2021, the Board of Directors of Kabanga Nickel Limited approved the grant of a total of 18,054 The remaining share options vest upon the following exit events: • -length • -length • Share options recognized as expense in the year ended December 31, 2023, was $ Nil Nil -based -Up The fair value of share options recognized on statement of financial position ended December 31, 2023, was $ Nil -based There were no Nil Following the SPAC Transaction as described in detail in Note 1, there were no share options outstanding as of December 31, 2023. The share options outstanding as of December 31, 2022, had a weighted remaining contractual life of 7.69 The number and weighted average exercise price of share options per ordinary share is as follows: Share Options Units Weighted Balance at January 1, 2022 — — Granted 18,054 74.58 Lapsed — — Exercised — — Outstanding at 31 December, 2022 18,054 74.58 Exchanged* (18,054 ) (74.58 ) Outstanding at 31 December, 2023 — — As disclosed on Note 1, immediately prior to the Closing date of the SPAC Transaction, holders of all outstanding Lifezone Holdings options (18,054 in total) elected to exercise or settle, respectively, their options for Lifezone shares, and all outstanding LHL shares were subsequently exchanged for Lifezone shares at the Closing. On July 6, 2023, Lifezone purchased the shares of Lifezone Holdings with a ratio of c. 94:1, translating in 1,560,396 of new Lifezone shares. The comparative Lifezone Holdings options have been retroactively restated reflecting the exchange ratio established in the business combination under common control. All fractional shares were rounded. Share-based payments — Earnouts Following the SPAC Transaction on July 6, 2023 (“ Acquisition date -weighted -trading Trigger Event 1 -trading Trigger Event 2 Classification Management has assessed how the BCA earnout should be valued and classified in accordance with and have listed below key conditions under the agreements in the application IAS 32 — Financial Instruments: Presentation Share -based Payment • • • -based • -vesting -vesting -based -vesting • -vesting -based • Accordingly, the earnouts are recognized as equity at the acquisition date under IFRS The fair value of earnouts have been independently valued based on a Monte Carlo simulation model. The assumptions used in the Monte Carlo model were as following: Inputs Valuation Date July 6, 2023 Stock Price as of Measurement Date/BCA Date $ 10.32 Equity Volatility (Pre BCA) n/a Equity Volatility (Post BCA) 94.0 % Risk-Free Rate (5.00 Years) 4.28 % Share Price Earnout Tranches Beginning Expiration Share Price Hurdle Sale Threshold Price for Tranche 1 – Triggering Event I July 6, 2023 July 6, 2028 $ 14.00 Sale Threshold Price for Tranche 2 – Triggering Event II July 6, 2023 July 6, 2028 $ 16.00 Days Above Threshold Price 20 Days Above Measurement Period 30 Change of Control Provisions n/a Change of Control Date n/a Probability of Change of Control 0 % Granted earnouts totaled 26,797,052 units. All earnouts are outstanding as of December The following table illustrates the number and fair value of earnouts granted, and movements at valuation date as at December 31, 2023 Share Fair value Fair Balance as at January 1, 2023 — — Granted – Lifezone Holdings ($14.00 per Share) 12,536,026 $ 9.98 125,109,539 Granted – Lifezone Holdings ($16.00 per Share) 12,536,026 $ 9.84 123,354,496 Outstanding as at December 31, 2023 25,072,052 248,464,035 Share Fair value Fair Balance as at January 1, 2023 — — Granted – Sponsor shareholder ($14.00 per Share) 862,500 $ 9.98 8,607,750 Granted – Sponsor shareholder ($16.00 per Share) 862,500 $ 9.84 8,487,000 Outstanding as at December 31, 2023 1,725,000 17,094,750 Change in Control Lifezone valued the Earnouts Shares as per assumptions listed above, and included no assumption of a Change of Control over the earnout period. Under different scenarios if change in control, the Earnout Shares either terminate the earnout shares or makes the earnout shares immediately payable. Warrant reserve As described in detail in Note 1, following Lifezone’s Form F -1 Each Lifezone warrant represents the right to purchase one ordinary Lifezone share at an exercise price of $11.50 per share in cash. Pursuant to the BCA, a 180 -day -up Classification Warrants are classified as either a liability or equity on inception, depending on the terms of the agreement. Warrants are only classified as equity when they are settled by the entity delivering a fixed number of its own equity instruments and receiving a fixed amount of cash or another financial asset. Lifezone assesses the appropriate classification of warrants at the time of inception. Management has assessed how both the Public Warrants and Private Placement Warrants should be valued and classified in accordance with IAS 32: Financial Instruments: Presentation Management have assessed IAS 32 paragraph 4 exceptions for Financial Instruments and assessed the warrants do not meet the exceptions allowed, therefore IAS 32 has been applied. Management have reviewed the warrant agreement and the warrant assumption agreement’s, the mechanics of exercise to determine the accounting treatment, and have listed below key conditions under the agreements in the application of IAS The agreements are representative of a contractual obligation, arising from a derivative financial instrument, that will or may result in the future receipt or delivery of the issuer’s own equity instruments. The agreements are not representative of a puttable instrument as the issuer has the choice but not the obligation to repurchase or redeem the warrant instruments for cash or another financial asset. • • • • Lifezone Metals Limited Accordingly, the warrants are recognized as equity. Measurement date of warrants is July The fair value of both the public warrants and private warrants outstanding have been independently valued using a Black -Scholes -Scholes Inputs Valuation Date – date of warrant assumption July 5, 2023 Unit Issuance Date October 21, 2021 Announcement Date December 13, 2022 Business Combination Date July 5, 2023 Exercise Date August 4, 2023 Expiration Date July 5, 2028 First Trading Date December 13, 2021 Stock Price as of Measurement Date $ 11.44 Strike Price $ 11.50 Risk-Free Rate (5.00 Years) 4.16 % Redemption Threshold Price $ 18.00 Days Above Threshold Price (Automatic Redemption) 20 Days Above Measurement Period 30 Probability of Acquisition 100 % Outputs The fair value of outstanding Public Warrants have been valued at $1.05 per warrant unit at valuation date. The fair value of outstanding Private Warrants have been valued at $0.57 per warrant unit at valuation date. The number of warrants and fair value of outstanding Public Warrants as at December 31, 2023, is as follows: Number of Fair Balance as at January 1, 2023 — — Public Warrants ($11.50 per warrant) 13,800,000 14,490,000 Exercised (76,350 ) (80,168 ) Outstanding as at December 31, 2023 13,723,650 14,409,833 On October 19, 2023, Lifezone received $878,025 from the exercise of 76,350 warrants. The number of warrants and fair value of outstanding Private Warrants as at December 31, 2023, is as follows: Number of Fair Balance as at January 1, 2023 — — Private Warrants ($11.50 per warrant) 667,500 607,425 Outstanding as at December 31, 2023 667,500 607,425 |