Lifezone Metals entered into an agreement to acquire GoGreen Investments Corporation from a group of shareholders for approximately $900 million in a reverse merger transaction.
The transaction is subject to approval by the Tanzanian Fair Competition Commission, GoGreen's shareholders approval, GoGreen having at least $5,000,001 of net tangible assets at closing, Registration Statement shall have become effective, Ancillary Documents shall have been executed, Holdings Ordinary Shares shall have been approved for listing on the NYSE and other closing conditions. The transaction has been unanimously approved by the Board of Director of both Lifezone and GoGreen. In connection with the execution of the Business Combination Agreement, the Sponsor has entered into a Sponsor Support Agreement to vote in favor of the transaction. On June 14, 2023, Lifezone Metals Limited announced that Ingo Hofmaier had been appointed as its Chief Financial Officer and that Mr. Hofmaier is expected to serve as CFO of the Company effective immediately after the consummation of the Proposed Transactions.
BTIG, LLC and Sprott Private Wealth 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. Nick S. Dhesi and Ryan J. Maierson of Latham & Watkins LLP served as counsels to GoGreen Investments. Skadden, Arps, Slate, Meagher & Flom (UK) LLP acted as legal counsel to the placement agents. RBC Europe Limited 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. Latham & Watkins LLP acted as legal advisor to Gogreen Sponsor 1 Lp. GoGreen has engaged Morrow Sodali LLC (Morrow Sodali) to assist in the solicitation of proxies for the extraordinary general meeting. GoGreen has agreed to pay Morrow Sodali a fee of $35,000. Continental Stock Transfer & Trust Company acted as transfer agent to GoGreen. Bowmans Tanzania Limited acted as legal advisor to GoGreen. SGS Bateman (Pty) Ltd and Bowmans Tanzania Limited acted as due diligence providers to GoGreen. Appleby Global Services (Cayman) Limited and Appleby (Isle of Man) LLC acted as legal advisors to Lifezone.