GoGreen Investments Corporation (NYSE: GOGN) (“GoGreen” or the
“Company”) and Lifezone Holdings Limited (“LHL” or “Lifezone
Metals”) announced today that the U.S. Securities and Exchange
Commission (“SEC”) has declared effective as of June 9, 2023 the
registration statement on Form F-4 (File No. 333-271300) of
Lifezone Metals Limited (“LZM”) (as amended, the “Registration
Statement”), which has been supplemented by a definitive proxy
statement/prospectus in connection with GoGreen’s Extraordinary
General Meeting of GoGreen shareholders (the “Extraordinary General
Meeting”) to consider matters related to the previously announced
proposed business combination between GoGreen and Lifezone Metals.
Additionally, GoGreen today announced that it has set a meeting
date of June 29, 2023 for the Extraordinary General Meeting and a
record date of May 5, 2023 (the “Record Date”), as disclosed in the
Registration Statement. The closing of the business combination is
subject to approval by GoGreen’s shareholders and the satisfaction
of other customary closing conditions.
“Lifezone Metals is bringing to market an economic solution that
aims to reduce the impact on the climate at a time when there is a
clear imbalance between supply and demand for responsibly sourced
battery materials,” said John Dowd, GoGreen Investments’ CEO. “The
company is developing what it believes will be one of the cleanest,
most socially responsible nickel production facilities in the
world. The propriety technology has the potential to significantly
lower the cost, as well as the environmental and climate footprint,
of mineral processing.”
“We are pleased to have reached this important milestone on our
journey to becoming a public company.” said Keith Liddell, Lifezone
Metals Chairman. “We believe this transaction will enable us to
realize our vision to be a modern metals company that creates value
across the battery metals supply chain from resource to metal and
recycling. Our proprietary Hydromet Technology, we believe, is key
to unlocking the Kabanga nickel project in Tanzania, providing a
major new source of nickel. Our focus is long-term value creation,
supported by a commitment to sustainability embedded as part of our
governance structure and operations, and a team and partners that
bring diverse skills to bear to contribute to the clean energy
transition.”
GoGreen Shareholder Vote
GoGreen’s shareholders of record at the close of business on the
Record Date are entitled to receive notice of the Extraordinary
General Meeting and to vote their GoGreen ordinary shares at the
Extraordinary General Meeting. The meeting will be held on June 29,
2023, at 10:00 a.m., Eastern time, at the offices of Latham &
Watkins LLP located at 811 Main Street, Suite 3700, Houston, TX
77002 and via a virtual meeting at the following address:
https://www.cstproxy.com/gogreeninvestments/2023. In connection
with the Extraordinary General Meeting, GoGreen shareholders that
wish to exercise their redemption rights must do so no later than
5:00 p.m. Eastern Time on June 27, 2023 (two business days prior to
the GoGreen Extraordinary General Meeting) by following the
procedures as specified in the definitive proxy
statement/prospectus for the Extraordinary General Meeting. There
is no requirement that shareholders affirmatively vote for or
against the business combination at the Extraordinary General
Meeting in order to redeem their shares for cash.
As announced previously, the business combination is to be
effected through a newly-created holding company, LZM. GoGreen will
merge with and into a wholly-owned subsidiary of LZM, and the
legacy business of LHL will be operated by Lifezone Metals,
operating as a wholly-owned subsidiary of LZM upon the consummation
of the transaction. LZM’s ordinary shares and warrants are expected
to be traded on the New York Stock Exchange under the new symbols
“LZM” and “LZMW”, respectively. At the closing of the business
combination, (i) the issued and outstanding GoGreen units will be
detached into separate components, (ii) the units will no longer
trade as a separate security, (iii) the GoGreen ordinary shares
will be converted into ordinary shares of Holdings, and (iv) the
GoGreen warrants will be converted into warrants in respect of
Holdings.The Record Date determines the holders of GoGreen’s
ordinary shares entitled to receive notice of and to vote at the
Extraordinary General Meeting, and at any adjournment or
postponement thereof, whereby GoGreen shareholders will be asked to
approve and adopt the business combination, and such other
proposals as disclosed in the definitive proxy statement included
in the Registration Statement. If the business combination and
other proposals are approved by GoGreen shareholders, GoGreen
anticipates closing the business combination shortly after the
Extraordinary General Meeting, subject to the satisfaction or
waiver (as permitted) of all other closing conditions.
The Extraordinary General Meeting will take place at 10:00 a.m.,
Eastern Time, on June 29, 2023 at the offices of Latham &
Watkins LLP located at 811 Main Street, Suite 3700, Houston, TX
77002 and via a virtual meeting at the following address:
https://www.cstproxy.com/gogreeninvestments/2023. Investors who
hold GoGreen’s ordinary shares in “street name” or in a margin or
similar account, which means that the shares are held of record by
a broker, bank or nominee, should contact their broker, bank or
nominee as soon as possible to ensure that votes related to the
shares they beneficially own are properly counted. In this regard,
they must instruct their broker, bank or other nominee how to vote
the shares they beneficially own in accordance with the voting
instruction form they receive from their broker, bank or other
nominee. If they wish to virtually attend the Extraordinary General
Meeting and vote, they must contact their broker, bank or other
nominee to obtain a legal proxy and instructions on the procedures
to be followed. Beneficial investors who own their investments
through a bank or broker and wish to attend the meeting will need
to contact Continental Stock Transfer & Trust Company to
receive a control number at least 72 hours before the GoGreen
Extraordinary General Meeting. GoGreen recommends that its
shareholders wishing to vote at the Extraordinary General Meeting
log in at least 15 minutes before the Extraordinary General Meeting
start time. GoGreen encourages its shareholders entitled to vote at
the Extraordinary General Meeting to vote their shares via proxy in
advance of the Extraordinary General Meeting by following the
instructions on the proxy card.
Contacts
GoGreen
InvestmentsJohn
DowdCEOJohn@gogreeninvestments.com
Lifezone
MetalsNatasha Liddell Chief Sustainability
Officerinfo@lifezonemetals.com
US Media EnquiriesBronwyn WallaceH+K
Strategies+1 713 724 3627Bronwyn.Wallace@hkstrategies.com
About GoGreen
Investments Corporation
GoGreen Investments Corporation is a blank check company formed
for the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization, or similar business
combination with one or more businesses. GoGreen is led by Chief
Executive Officer John Dowd.
About Lifezone
Metals
Lifezone Metals is a modern metals company creating value across
the battery metals supply chain from resource to metals production
and recycling. Its mission is to provide commercial access to
proprietary technology and cleaner metals production through a
scalable platform underpinned by its tailored proprietary hydromet
technology ("Hydromet Technology”). This technology has the
potential to be a cleaner and lower cost alternative to smelting,
allowing it to responsibly and cost-effectively provide cleaner
metals.
By pairing Tanzania’s Kabanga nickel project, which LHL believes
is one of the largest and highest-grade undeveloped nickel sulphide
deposits in the world, with its proprietary Hydromet Technology, it
will work to unlock the value of a key new source of supply to
global battery metals markets. LHL partners with BHP on the Kabanga
nickel project as it aims to empower Tanzania to achieve full value
in-country and become the next premier source of nickel.
Additional Information and Where to Find It
In connection with the business combination, LZM filed the
Registration Statement with the SEC, which includes a preliminary
prospectus and preliminary proxy statement. The Registration
Statement has been declared effective and GoGreen will mail a
definitive proxy statement/prospectus and other relevant documents
relating to the business combination to its shareholders. This
communication is not a substitute for the Registration Statement,
the definitive proxy statement/prospectus or any other document
that GoGreen will send to its shareholders in connection with the
business combination.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE
REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS, ALL AMENDMENTS
THERETO AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS
COMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION. Investors
and security holders will be able to obtain copies of these
documents (if and when available) and other documents filed with
the SEC free of charge at www.sec.gov. The definitive proxy
statement/final prospectus will be mailed to shareholders of
GoGreen as of the Record Date. Shareholders of GoGreen will also be
able to obtain copies of the definitive proxy statement/prospectus
without charge at the SEC’s website at www.sec.gov, or by directing
a request to: GoGreen Investments Corporation, One City Centre,
1021 Main Street, Suite 1960, Houston, TX 77002.
Participants in the Solicitation
LHL, LZM, GoGreen and their respective directors, executive
officers, other members of management, and employees, under SEC
rules, may be deemed participants in the solicitation of proxies of
GoGreen’s shareholders in connection with the business combination.
Investors and security holders may obtain more detailed information
regarding the names and interests in the business combination of
the directors and officers of LHL, LZM, GoGreen in the Registration
Statement. Information about GoGreen’s directors and executive
officers is also available in GoGreen’s filings with the SEC.
Forward-Looking Statements
Certain statements made herein are not historical facts but may
be considered “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”), Section 21E of the Securities Exchange Act of
1934, as amended and the “safe harbor” provisions under the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements generally are accompanied by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should,” “would,” “plan,” “predict,” “potential,”
“seem,” “seek,” “future,” “outlook” or the negatives of these terms
or variations of them or similar terminology or expressions that
predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements
include, but are not limited to, statements regarding future
events, the proposed business combination between GoGreen and LZM,
the estimated or anticipated future results and benefits of the
combined company following the business combination, including the
likelihood and ability of the parties to successfully consummate
the business combination, future opportunities for the combined
company, including the efficacy of LHL’s Hydromet Technology and
the development of, and processing of mineral resources at, the
Kabanga project, and other statements that are not historical
facts.
These statements are based on the current expectations of
GoGreen’s and/or LZM’s management and are not predictions of actual
performance. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and
must not be relied on, by any investor as a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of GoGreen and LZM.
These statements are subject to a number of risks and uncertainties
regarding LZM’s business and the business combination, and actual
results may differ materially. These risks and uncertainties
include, but are not limited to: general economic, political and
business conditions, including but not limited to the economic and
operational disruptions and other effects of the COVID-19 pandemic;
the inability of the parties to consummate the business combination
or the occurrence of any event, change or other circumstances that
could give rise to the termination of the business combination
agreement; the number of redemption requests made by GoGreen’s
shareholders in connection with the business combination; the
outcome of any legal proceedings that may be instituted against the
parties following the announcement of the business combination; the
risk that the approval of the shareholders of LZM or GoGreen for
the potential transaction is not obtained; failure to realize the
anticipated benefits of the business combination, including as a
result of a delay in consummating the potential transaction or
difficulty in integrating the businesses of LZM and GoGreen; the
risk that the business combination disrupts current plans and
operations as a result of the announcement and consummation of the
business combination; the risks related to the rollout of LZM
business, the efficacy of the Hydromet Technology, and the timing
of expected business milestones; LZM’s development of, and
processing of mineral resources at, the Kabanga project; the
effects of competition on LZM’s business; the ability of the
combined company to execute its growth strategy, manage growth
profitably and retain its key employees; the ability of LZM to
obtain or maintain the listing of its securities on a U.S. national
securities exchange following the business combination; costs
related to the business combination; and other risks that will be
detailed from time to time in filings with the U.S. Securities and
Exchange Commission (the “SEC”). The foregoing list of risk factors
is not exhaustive. There may be additional risks that LZM presently
does not know or that LZM currently believes are immaterial that
could also cause actual results to differ from those contained in
forward-looking statements. In addition, forward-looking statements
provide LZM’s expectations, plans or forecasts of future events and
views as of the date of this communication. LZM anticipates that
subsequent events and developments will cause LZM’s assessments to
change. However, while LZM may elect to update these
forward-looking statements in the future, LZM specifically
disclaims any obligation to do so. These forward-looking statements
should not be relied upon as representing LZM’S assessments as of
any date subsequent to the date of this communication. Accordingly,
undue reliance should not be placed upon the forward-looking
statements. Nothing herein should be regarded as a representation
by any person that the forward-looking statements set forth herein
will be achieved or results of such forward-looking statements will
be achieved.
Certain statements made herein include references to “clean” or
“green” metals, methods of production of such metals, energy or the
future in general. Such references relate to environmental benefits
such as lower green-house gas (“GHG”) emissions and energy
consumption involved in the production of metals using the Hydromet
Technology relative to the use of traditional methods of production
and the use of metals such as nickel in the batteries used in
electric vehicles. While studies by third parties (commissioned by
LHL) have shown that the Hydromet Technology, under certain
conditions, results in lower GHG emissions and lower consumption of
electricity compared to smelting with respect to refining platinum
group metals, no active refinery currently licenses LHL’s Hydromet
Technology. Accordingly, LHL’s Hydromet Technology and the
resultant metals may not achieve the environmental benefits to the
extent LZM expects or at all. Any overstatement of the
environmental benefits in this regard may have adverse implications
for LZM and its stakeholders.
No Offer or Solicitation
This communication is for informational purposes only and is
neither an offer to purchase, nor a solicitation of an offer to
sell, subscribe for or buy any securities or the solicitation of
any vote in any jurisdiction pursuant to the business combination
or otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act.
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