Lifezone Metals signed a letter of intent to acquire GoGreen Investments Corporation (NYSE:GOGN) from a group of shareholders in a reverse merger transaction on March 24, 2022. Lifezone Metals entered into an agreement to acquire GoGreen Investments Corporation (NYSE:GOGN) from a group of shareholders for approximately $900 million in a reverse merger transaction on December 13, 2022. Under the terms of the transaction, the consideration to be received by the Lifezone shareholders shall be the issuance of an aggregate number of ordinary shares equal to (a) $626,801,280 divided by (b) $10. As additional consideration for the Lifezone ordinary shares, an aggregate of 25,072,052 earnout shares will be paid, subject to certain triggering events. Concurrently with the execution of the Business Combination Agreement, GoGreen and Holdings entered into subscription agreements for aggregate gross proceeds of $70.17317 million. Post the closing, 60% ownership will be held by Lifezone shareholders, 33% by GoGreen shareholders and 7% by PIPE investors. 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”. Chris Showalter, Chief Executive Officer of Lifezone, will continue as Chief Executive Officer. 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.

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.