As filed with the Securities and Exchange Commission
on September 11, 2023.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Lifezone Metals Limited
(Exact Name of Registrant as Specified in Its
Charter)
Isle of Man |
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Not applicable |
(State or Other Jurisdiction of
Incorporation
or Organization)
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(I.R.S. Employer
Identification No.)
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Commerce House, 1 Bowring Road, Ramsey, Isle
of Man, IM8 2LQ
Telephone: +44 (0)1624 811 603
(Address of Principal Executive Offices, Including
Zip Code)
Lifezone Metals Limited 2023 Omnibus Incentive
Compensation Plan
(Full Title of the Plan)
LJ Fiduciary
Commerce House, 1 Bowring Road, Ramsey, Isle
of Man, IM8 2LQ
Telephone: +44 (0)1624 811 611
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Richard
Hall
Alyssa Caples
G.J. Ligelis Jr.
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
(212) 474-1000
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
☐ |
Accelerated filer |
☐ |
Non-accelerated filer |
☒ |
Smaller reporting company |
☐ |
Emerging growth company |
☒ |
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|
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act. ☐
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
All information required
by Part I of Form S-8 to be contained in the Section 10(a) prospectuses is omitted from this Registration Statement on Form S-8 (this
“Registration Statement”) in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities
Act”), and the Note to Part I of Form S-8. The document(s) containing the information specified in Part I will be delivered to participants
in the equity compensation plans covered by this Registration Statement as required by Rule 428(b)(1) under the Securities Act. These
documents and the documents incorporated herein by reference pursuant to Item 3 of Part II of this Registration Statement, taken together,
constitute prospectuses that meet the requirements of Section 10(a) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information
Upon written or oral request,
any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement (which documents are incorporated by
reference in the Section 10(a) prospectuses), any other document required to be delivered to participants pursuant to Rule 428(b) under
the Securities Act or additional information about any of the plans covered by this Registration Statement is available without charge
by contacting:
Spencer Davis
Group General Counsel
Lifezone Metals Limited
Commerce House, 1 Bowring Road
Ramsey, Isle of Man, IM8 2LQ
Telephone: +44 1624 811 611
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed below
have been filed with the U.S. Securities and Exchange Commission (the “Commission”) by the Registrant and are incorporated
herein by reference to the extent not superseded by documents subsequently filed:
| (1) | The Registrant’s Shell
Company Report on Form 20-F filed with the Commission on July 11, 2023; and |
| (2) | The description of the ordinary
shares contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), on July 5, 2023, and all other amendments and reports filed
for the purpose of updating such description. |
All documents filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of the filing of such documents. Reports on Form 6-K that the Registrant furnishes to the Commission
will only be deemed incorporated by reference into this Registration Statement if such Report on Form 6-K so states that it is incorporated
by reference herein.
Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes
of this Registration Statement to the extent that a statement contained herein (or in any other subsequently filed document which also
is incorporated or deemed to be incorporated by reference herein) modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Subject to the provisions
of the Companies Act 2006 of the Isle of Man (the “IOM Companies Act”), our Amended and Restated Memorandum and Articles
of Association provide that we shall indemnify each of our directors and officers (including former directors and officers) out of our
assets, to the fullest extent permissible under the laws of the Isle of Man, against any liability, action, proceeding, claim, demand,
costs, damages or expenses, including legal expenses, whatsoever, which any of those directors or officers may incur as a result of any
act or failure to act in carrying out their functions unless that liability arises through their actual fraud or willful default. The
IOM Companies Act permits the indemnification of directors and officers provided that such person acted honestly and in good faith and
in what such person believed to be in the best interests of the company and, in the case of criminal proceedings, had no reasonable cause
to believe that the conduct of such person was unlawful.
Costs and expenses, including
reasonable attorneys’ fees, incurred by a director or officer in connection with the defense of any action, suit, proceeding or
investigation involving them may be paid by us in advance of the final disposition of such proceedings upon receipt of an undertaking
by or on behalf of the director or officer to repay the amount if it shall be determined by final judgment that the director is not entitled
to be indemnified by us in accordance with our Amended and Restated Memorandum and Articles of Association.
The indemnification and advancement
of expenses provided by, or granted pursuant to, our Amended and Restated Memorandum and Articles of Association is not exclusive of any
other rights to which the person seeking indemnification or advancement of expenses may be entitled.
The directors, on behalf
of us, may purchase and maintain insurance for the benefit of any current or former director or other officer of Lifezone Metals Limited
against any liability which, by virtue of any rule of law, would otherwise attach to such person in respect of any negligence, default,
breach of duty or breach of trust of which such person may be guilty in relation to us.
In addition, we have purchased
and intend to maintain standard policies of insurance under which coverage is provided to our directors and officers against loss arising
from claims made by reason of breach of duty or other wrongful act, and to us with respect to payments which may be made by us to such
directors and officers pursuant to the above indemnification provision or otherwise as a matter of law.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing
provisions, we have been informed that in the opinion of the Commission such indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Item 9. Undertakings.
| (a) | The undersigned Registrant
hereby undertakes: |
| (1) | To file, during any period
in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
| (i) | To include any prospectus required
by Section 10(a)(3) of the Securities Act; |
| (ii) | To reflect in the prospectus
any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee”
table in the effective registration statement; and |
| (iii) | To include any material information
with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information
in this Registration Statement; |
Provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained
in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in this Registration Statement.
| (2) | That, for the purpose of determining
any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof. |
| (3) | To remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| (b) | The undersigned Registrant
hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof. |
| (c) | Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant
to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
SIGNATURES
Pursuant to the requirements
of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in City of Pittsburgh, State of Pennsylvania on September 11, 2023.
|
LIFEZONE METALS LIMITED |
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By: |
/s/ Chris Showalter |
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Name: |
Chris Showalter |
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Title: |
Chief Executive Officer |
SIGNATURES AND POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that each of the undersigned constitutes and appoints Chris Showalter and Ingo Hofmaier, each acting alone, as his or her true
and lawful attorneys-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place
and stead, in any and all capacities, to sign this Registration Statement on Form S-8, or other appropriate form, and all amendments thereto,
including post-effective amendments, of Lifezone Metals Limited, and to file the same, with all exhibits thereto, and other document in
connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
NAME |
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POSITION |
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DATE |
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/s/ Chris Showalter |
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Chief Executive Officer, Director |
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September 11, 2023 |
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/s/ Ingo Hofmaier |
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Chief Financial Officer |
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September 11, 2023 |
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/s/ Keith Liddell |
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Director |
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September 11, 2023 |
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/s/ John Dowd |
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Director |
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September 11, 2023 |
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/s/ Robert Edwards |
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Director |
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September 11, 2023 |
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/s/ Jennifer Houghton |
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Director |
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September 11, 2023 |
AUTHORIZED REPRESENTATIVE
Pursuant to the requirement
of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of
Lifezone Metals Limited, has signed this registration statement in the United States on September 11, 2023.
|
/s/ Chris Showalter |
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Name: |
Chris Showalter |
II-6
Exhibit 5.1
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Lifezone Metals Limited
Commerce House
1 Bowring Road
Ramsey
Isle of Man
IM8 2LQ |
Email
djago@applebyglobal.com
Direct
Dial +44 (0)1624 647 629 Tel +44 (0)1624 647 647
Your
Ref
Appleby
Ref 462870.0001/DJ/YP
11 September 2023 |
Isle
of Man Office
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Lifezone Metals Limited, with
company number 020550V (the “Company”) |
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Appleby (Isle of Man) LLC
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1. |
INTRODUCTION |
33-37 Athol Street |
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Douglas
Isle
of Man
IM1
1LB
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This opinion as to Isle of Man law is addressed to you in connection
with the filing by the Company with the Securities and Exchange Commission (the “SEC”) under the Securities Act of
1933, as amended (the “Securities Act”) of a Registration Statement on Form S-8, including all amendments or supplements
thereto (the “Registration Statement”) relating to the issue of Shares in the Company under the Lifezone Metals Limited
2023 Omnibus Incentive Compensation Plan (the “Plan”) (incorporated by reference to Exhibit 10.33 to Amendment No.
1 to the Company’s Registration Statement on Form F-1 (File No. 333-272865) filed with the SEC on July 11, 2023). |
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Tel
+44 (0)1624 647 647
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Unless otherwise defined in this opinion, capitalised terms have the
meanings assigned to them in the Plan. |
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applebyglobal.com
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2. |
OUR REVIEW |
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Isle
of Man Managing Partner
Mark
Holligon
Isle
of Man Partners
Simon
Harding
Claire
Milne
Charles
Davies
Caren
Pegg
Kyle
Sutherland
Juan
Thornley
Garry
Manley
Tom
Brook
Claire Corkish
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For
the purposes of giving this opinion we have examined and relied upon the Registration Statement and the Plan (the “Documents”)
and made such enquiries as to questions of Isle of Man law as we have deemed necessary in order to render the opinion set forth herein.
We have not examined any other documents, even if they are referred to in the Documents.
For the purposes of giving this opinion we have
carried out the Company Search (as defined below) and the Litigation Search (as defined below) described in Part 2 of Schedule 1.
We have not made any other enquiries concerning the Company and, in
particular, we have not investigated or verified any matter of fact or representation (whether set out in the Documents or elsewhere)
other than as expressly stated in this opinion. |
Appleby (Isle of Man) LLC (the Legal Practice) is a limited liability company with company number 000944L incorporated in the Isle of Man with its registered office at 33-37 Athol Street, Douglas, Isle of Man, IM1 1LB. “Partner” is a title referring to a member or employee of the Legal Practice. A list of such persons can be obtained from your relationship partner. |
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Bermuda
■ British Virgin Islands ■ Cayman Islands ■ Guernsey ■ Hong Kong ■ Isle of Man ■ Jersey ■ Mauritius
■ Seychelles ■ Shanghai
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3. |
APPLICABLE LAW |
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We do not purport to be experts on or generally familiar with or qualified to express legal opinions on any laws other than the laws of the Isle of Man and accordingly we express no opinion on the laws of any other jurisdiction. Our opinion is limited to, and should be construed in accordance with, the present laws of the Isle of Man, the present practice of the Isle of Man Courts and facts and circumstances known to us and subsisting at the date of this opinion. |
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4. |
LIMITATIONS |
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This opinion is strictly limited to the matters stated in it and does not extend to, and is not to be extended by implication, to any other matters. |
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We consent to the inclusion of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or
that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations
of the SEC promulgated thereunder. |
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A copy of this opinion may be provided for the purpose of information only (a) where required by law or judicial process and (b) to the Addressees’ affiliates, professional advisers, auditors, insurers and regulators. |
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5. |
ASSUMPTIONS AND RESERVATIONS |
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We give the following opinions on the basis of the assumptions set out in Schedule 2 (the “Assumptions”), which we have not verified, and subject to the reservations set out in Schedule 3 (the “Reservations”). |
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6. |
OPINIONS |
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We are of the opinion that: |
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Incorporation: The Company is a company limited by shares incorporated and existing under the laws of the Isle of Man and is a separate legal entity. |
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Legality
of Shares to be issued under to the Plan: When issued and paid for in accordance with the terms of the Plan and entered in the
register of members of the Company, the Shares will be legally issued, fully paid and non-assessable (which term means when used
herein that no further sums are required to be paid by the holders thereof in connection with the issue of such shares), provided
that, to the extent that any Shares are to be issued under the Plan for consideration other than money, the Board will pass a resolution
stating: (i) the amount to be credited for the issue of the Shares; (ii) their determination of the reasonable present cash value
of the non-money consideration for the issue; and (iii) that, in their opinion, the present cash value of the non-money consideration
for the issue is not less than the amount to be credited for the issue of the Shares. |
Bermuda ■ British Virgin Islands
■ Cayman Islands ■ Guernsey ■ Hong Kong ■ Isle of Man ■ Jersey ■ Mauritius ■ Seychelles ■
Shanghai
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Winding Up and Litigation: According to the Searches (as defined below): |
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(a) |
there is no material pending litigation against the Company; and |
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(b) |
the Company has not taken any corporate action nor have any steps been taken or legal proceedings been started by or against the Company for the liquidation, winding-up, striking off, dissolution or reorganisation of the Company or for the appointment of a liquidator, receiver, trustee or similar officer of the Company or of all or any of its assets. |
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Yours faithfully |
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Appleby (Isle of Man) LLC |
Bermuda
■ British Virgin Islands ■ Cayman Islands ■ Guernsey ■ Hong Kong ■ Isle of Man ■ Jersey ■ Mauritius
■ Seychelles ■ Shanghai
Schedule
1
Part
1
Documents
Examined
| 1. | A copy of the certificate of incorporation,
amended and restated memorandum and articles of association of the Company and other documents on the file of the Company at the
Isle of Man Companies Registry (the “Registry”) as revealed by the Company Search. |
| 2. | A copy of the written resolutions of then sole director of the Company
approving, among other things, the adoption of the Plan and authorising the Compensation Committee of the Board to administer the Plan. |
| 3. | A copy of the results of the Litigation
Search. |
| 4. | A copy of the results of the Company
Search. |
| 5. | A copy of the registered agent’s
certificate addressed to us dated 11 September 2023 identifying the directors of the Company issued
by LJ Management (IOM) Limited who, according to the Company Search, is the registered agent of the Company (the
“Certificate”). |
Part
2
Searches
| 1. | A
search of the entries and filings shown and available for inspection in respect of the Company on the file maintained
at the Registry carried out on 11 September 2023 (the “Company
Search”). |
| 2. | A
search of the entries and filings shown and available for inspection
in respect of the Company at the Rolls Office of the High Court of Justice in the Isle of Man (the “Rolls Office”)
as revealed by a search conducted on 11 September 2023 (the “Litigation Search”). |
(The
Company Search and the Litigation Search are together referred to as the “Searches”)
Bermuda
■ British Virgin Islands ■ Cayman Islands ■ Guernsey ■ Hong Kong ■ Isle of Man ■ Jersey ■ Mauritius
■ Seychelles ■ Shanghai
Schedule
2
Assumptions
We
have assumed:
| 1. | that the Awards pursuant to which the relevant Shares are to be issued under the Plan will be validly
granted by the Compensation Committee of the Board; |
| 2. | that no Shares will be issued at a discount to nominal value; |
| 3. | (i) that any originals of documents examined in connection with this opinion are authentic, accurate and
complete; and (ii) the authenticity, accuracy, completeness and conformity to original documents of all documents submitted to us as copies; |
| 4. | that the signatures and seals on all documents and certificates submitted to us as originals or copies
of executed originals are genuine and authentic, and the signatures on all documents executed by the Company are the signatures of the
persons authorised to execute the documents by the Company; |
| 5. | the truth, accuracy and completeness of all representations and warranties or statements of fact or law
(other than as to the laws of the Isle of Man in respect of matters upon which we have expressly opined) made in the Documents and any
correspondence submitted to us; |
| 6. | that: (i) the resolutions described under paragraph 2 of Part 1 of Schedule 1 (the “Resolutions”)
were duly passed; (ii) all interests of the then sole director on the subject matter of the Resolutions, if any, were declared and disclosed
in accordance with the law and the memorandum and articles of association of the Company in effect at the time when the Resolutions were
passed; (iii) the Resolutions have not been revoked, amended or superseded, in whole or in part, and remain in full force and effect;
and (iv) the then sole director of the Company concluded that adoption of the Plan is bona fide in the best interests of the Company; |
| 7. | that no circumstances exist which would have any adverse implications in relation to the opinions expressed
in this opinion by reason of fraud, misrepresentation, mistake, undue influence, any bribe or corrupt conduct, or breach of any fiduciary
duty owed to the Company; |
| 8. | that the issue of the Shares does not conflict with or breach any economic or other sanctions imposed
by any applicable treaty, law, order or regulation of any jurisdiction outside of the Isle of Man; |
| 9. | that the information disclosed by the Searches is accurate and complete in all respects and such information
has not since the date of the Searches been materially altered; |
| 10. | that all information required to be filed with or delivered to the Registry in respect of the Company
has been so filed or delivered at the time of the Company Search, and that the public records did not fail to disclose any resolutions
passed by the Company or any other actions taken by, or events relating to, the Company which give rise to a requirement for the Company
or any other person to deliver any forms or documents to the Registry for filing; |
| 11. | the accuracy of the records and filing systems maintained
at the public offices where we have searched or enquired or have caused searches or enquiries to be conducted; |
| 12. | that the details and statements contained in the Certificate are accurate and correct as at the date of
this opinion |
| 13. | that the Plan, and all rights and obligations arising under it, constitutes, legal, valid, binding and
enforceable rights and obligations in accordance with its governing law and under any other applicable law (other than Isle of Man law);
and |
| 14. | that the choice of laws as the governing law of the Plan has been made in good faith and is valid and
binding under the laws of all relevant jurisdictions (other than the Isle of Man). |
Bermuda ■
British Virgin Islands ■ Cayman Islands ■ Guernsey ■ Hong Kong ■ Isle of Man ■ Jersey ■ Mauritius
■ Seychelles ■ Shanghai
Reservations
Our
opinion is subject to the following:
| 1. | Enforcement: Where any obligation of any person is to be performed in any jurisdiction outside
of the Isle of Man, such obligation may not be enforceable under the law of the Isle of Man to the extent that such performance would
be illegal or contrary to public policy under the laws of that foreign jurisdiction. |
| 2. | Reference to foreign law: To the extent that any document makes reference to foreign statutes,
regulations or codes, we express no opinion upon the meaning or effect of such provisions or the impact upon this opinion generally or
as to the availability in the Isle of Man of any remedies which are available in other jurisdictions. |
| 3. | Law not fact: Save as otherwise specifically stated in this opinion, this opinion addresses law
and not fact. |
| 4. | Company Search: The Company Search only reveals documentation which has been delivered to and processed
by the Registry and placed on the Company’s company file and does not reveal any documentation which has been delivered to the Registry
for registration but which has not yet been placed on the Company’s company file. Additionally, the record may be incomplete due to filing
of the appropriate document having been overlooked or the time limit for the filing of the document not having yet expired. |
| 5. | Litigation Search: The Litigation Search at the Rolls Office is a manual search and cannot be relied
upon to reveal whether or not a particular entity is a party to litigation in the Isle of Man. Notwithstanding this, a search at the Rolls
Office is the only means of checking whether or not an entity is a party to litigation in the Isle of Man. |
Bermuda
■ British Virgin Islands ■ Cayman Islands ■ Guernsey ■ Hong Kong ■ Isle of Man ■ Jersey ■ Mauritius
■ Seychelles ■ Shanghai
6
Exhibit 23.2
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
have issued our report dated April 17, 2023, with respect to the consolidated financial statements of Lifezone Holdings Limited contained
in the Registration Statement and Prospectus. We consent to the use of the aforementioned report in the Registration Statement and Prospectus,
and to the use of our name as it appears under the caption “Experts.”
/s/
Grant Thornton |
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Grant
Thornton |
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Dublin,
Ireland |
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11 September,
2023 |
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Exhibit
23.3
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference
in this Registration Statement on Form S-8 of our report dated February 24, 2023, relating to the financial statements of GoGreen
Investments Corporation (the “Company”), appearing in the Annual Report on Form 10-K, of the Company for the year ended December
31, 2022. Our report includes an explanatory paragraph regarding substantial doubt about the Company’s ability to continue
as a going concern.
/s/
CITRIN COOPERMAN & COMPANY, LLP
New York, New York
September 11, 2023
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Lifezone Metals Limited
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type | |
Security Class Title | |
Fee Calculation Rule | |
Amount Registered (1) | | |
Proposed Maximum Offering Price Per Share | | |
Proposed Maximum Aggregate Offering Price | | |
Fee Rate | | |
Amount of Registration Fee | |
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| |
Equity | |
Ordinary Shares, par value $0.0001 per share | |
457(c) and 457(h) | |
| 11,895,815 | (2) | |
$ | 13.15 | (3) | |
$ | 156,429,967.25 | | |
| 0.0001102 | | |
$ | 17,238.58 | |
Total Offering Amounts | | |
| | | |
$ | 156,429,967.25 | | |
| | | |
$ | 17,238.58 | |
Total Fee Offsets | | |
| | | |
| | | |
| | | |
| — | |
Net Fee Due | | |
| | | |
| | | |
| | | |
$ | 17,238.58 | |
(1) | This Registration Statement
on Form S-8 (this “Registration Statement”) covers ordinary shares, par value $0.0001 per share (“Ordinary Shares”),
of Lifezone Metals Limited, an Isle of Man company (the “Registrant”), that may become issuable under the Lifezone Metals
Limited 2023 Omnibus Incentive Compensation Plan (the “2023 Plan”). Pursuant to Rule 416 under the Securities Act of 1933,
as amended (the “Securities Act”), this Registration Statement shall also cover additional Ordinary Shares which may become
issuable by reason of any stock split, stock dividend, recapitalization or other similar transaction effected without consideration which
results in the increase in the number of the Registrant’s outstanding Ordinary Shares. |
(2) | Represents 11,895,815 Ordinary
Shares reserved for issuance under the 2023 Plan. |
(3) | Estimated for the purpose of
calculating the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act, based on the average of the high
and low prices of the Ordinary Shares reported on the New York Stock Exchange on September 6, 2023. |
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