Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 6, 2023 (July 5, 2023)

GoGreen Investments Corporation

(Exact name of registrant as specified in its charter)

Cayman Islands		001-40941		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

One City Centre

1021 Main St., Suite #1960

Houston, TX 77002

(713) 337-4075
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share and one-half of one Redeemable Warrant	GOGN.U	The New York Stock Exchange
Class A Ordinary Shares, par value $0.0001 per share	GOGN	The New York Stock Exchange
Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	GOGN.WS	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

Emerging growth company ☒

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 13(a) of the Exchange Act. ☐

Introductory Note

On July 6, 2023, GoGreen Investments Corporation, a Cayman Islands exempted company (“GoGreen”), consummated its previously announced business combination pursuant to the business combination agreement, dated as of December 13, 2022 (as amended and supplemented, the “Business Combination Agreement”), by and among GoGreen, Lifezone Metals Limited, an Isle of Man company (“Holdings”), GoGreen Sponsor 1 LP, a Delaware limited partnership, solely in its capacity as the Purchaser Representative (“Sponsor”), Aqua Merger Sub, a Cayman Islands exempted company (“Merger Sub”), Lifezone Holdings Ltd, an Isle of Man company (the “Company”), Keith Liddell, solely in his capacity as the Company Shareholders Representative (in such capacity, the “Company Shareholders Representative”), and those shareholders of the Company party thereto (collectively, the “Company Shareholders”).

On July 5, 2023, in accordance with the terms of the Business Combination Agreement, GoGreen merged with and into Merger Sub (the “Merger”; the effective time of the Merger, the “Merger Effective Time”), with Merger Sub surviving the Merger (Merger Sub, in its capacity as the surviving company of the Merger, the “Surviving Company”).

Immediately prior to the Merger Effective Time each issued and outstanding GoGreen unit was automatically detached and separated into one Class A ordinary share of GoGreen, par value $0.0001 per share (a “GoGreen Class A Share”), and one-half of a warrant entitling the holder thereof to purchase GoGreen Class A Shares (a “GoGreen Warrant”), in each case in accordance with the terms of the applicable GoGreen unit and with fractional entitlements to GoGreen Warrants rounded down to the nearest whole number of warrants without cash settlement for such rounded fraction in accordance with the terms of the Business Combination Agreement (the “Unit Separation”).

At the Merger Effective Time, after giving effect to the Unit Separation, each issued and outstanding GoGreen Class A Share, and Class B ordinary share of GoGreen, par value $0.0001 per share (“GoGreen Class B Shares” and, together with the GoGreen Class A Shares, the “GoGreen Shares”), other than the GoGreen Shares of security holders who elected to redeem their GoGreen Shares or exercised their dissenters’ rights, was automatically cancelled in exchange for the right of the holder thereof to receive one ordinary share of Holdings, par value $0.0001 per share (a “Holdings Ordinary Share”). Further, each GoGreen Warrant (whether or not a whole warrant) outstanding immediately prior to the Merger Effective Time (but after giving effect to the Unit Separation) was automatically and irrevocably modified such that such warrant no longer entitles the holder thereof to purchase the amount of GoGreen Shares set forth therein, and in substitution thereof such warrant entitles the holder thereof to acquire such equal number of Holdings Ordinary Shares per such warrant.

On July 6, 2023, in accordance with the terms of the Business Combination Agreement, the Company Shareholders transferred all of the outstanding ordinary shares of the Company to Holdings in exchange for the issuance of new Holdings Ordinary Shares by Holdings and, if applicable, the issuance of Earnout Shares and/or Sponsor Offset Shares (each as defined in the Business Combination Agreement) by Holdings subject to the terms of and in accordance with the Business Combination Agreement (collectively, the “Share Acquisition”; the time of the Share Acquisition, the “Share Acquisition Closing”; the Merger, the Share Acquisition and the other transactions completed by the Business Combination Agreement, collectively, the “Proposed Transactions”).

Additionally, on or about July 6, 2023, certain investors (the “PIPE Investors”) completed the subscription of 7,017,317 Holdings Ordinary Shares at $10.00 per share for an aggregate subscription price of $70,173,170, pursuant to subscription agreements previously entered into among the PIPE Investors, Holdings and GoGreen.

Capitalized terms used but not defined herein have the meanings set forth in the Business Combination Agreement. The description of the Business Combination Agreement and Proposed Transactions in this Current Report on Form 8-K (this “Form 8-K”) does not purport to be complete and is subject, and qualified in its entirety by reference to the full text of the Business Combination Agreement, which is attached as Annex A to Holdings’ Registration Statement on Form F-4 (File No. 333-271300) filed with the SEC on April 17, 2023 and incorporated herein by reference.

Item 1.01. Entry into a Material Definitive Agreement

The information set forth in the Introductory Note of this Form 8-K is incorporated herein by reference.

As of immediately prior to the Merger Effective Time, GoGreen entered into the Assignment, Assumption and Amendment Agreement (the “Warrant Assumption Agreement”), by and among GoGreen, Holdings and Continental Stock Transfer & Trust Company, a New York limited purposes trust company (“CST”). Pursuant to the Warrant Assumption Agreement, Holdings assumed all of GoGreen’s rights and obligations under the Warrant Agreement, dated as of October 20, 2021, by and between GoGreen and CST, and each GoGreen Warrant was converted into a warrant to acquire a number of Holdings Ordinary Shares equal to the number of GoGreen Class A Shares underlying such GoGreen Warrant (a “Holdings Warrant”), subject to substantially the same terms and conditions as were applicable to the GoGreen Warrant.

The description of the Warrant Assumption Agreement in this Form 8-K does not purport to be complete and is subject, and qualified in its entirety by reference, to the full text of the Warrant Assumption Agreement, which is attached hereto as Exhibit 4.1.

Item 2.01. Completion of Acquisition or Disposition of Assets

The information set forth in the Introductory Note and Item 1.01 of this Form 8-K is incorporated herein by reference.

At the Merger Effective Time, after giving effect to the Unit Separation, (a) each issued and outstanding GoGreen Class A Share immediately prior to the Merger Effective Time was automatically cancelled in exchange for the right of the holder thereof to receive one Holdings Ordinary Share; (b) each issued and outstanding GoGreen Class B Share immediately prior to the Merger Effective Time was automatically cancelled in exchange for the right of the holder thereof to receive one Holdings Ordinary Share; and (c) each GoGreen Warrant was converted into a Holdings Warrant on a one-for-one basis.

On June 27, 2023, a number of GoGreen shareholders validly exercised their redemption rights with respect to their GoGreen Class A Shares. At the Merger Effective Time, 26,072,446 GoGreen Class A Shares issued and outstanding immediately prior to the Merger Effective Time (the “Redemption Shares”) were converted into the right to receive from Holdings, in cash, a pro rata portion of the funds in GoGreen’s trust account (the “Trust Account”). As a result, $280,426,112.72 (or approximately $10.76 per share) was removed from the Trust Account to pay such shareholders for the Redemption Shares. As of the Merger Effective Time, all Redemption Shares ceased to be outstanding and were automatically cancelled and retired and each holder of Redemption Shares ceased to have any rights with respect thereto, except the right to receive the cash payment in respect thereof from Holdings referred to in the immediately preceding sentence.

Item 3.01. Notice of Delisting

The information set forth in the Introductory Note and Items 1.01 and 2.01 of this Form 8-K are incorporated herein by reference.

In connection with the Merger, on July 5, 2023, GoGreen notified the New York Stock Exchange (the “NYSE”) of the consummation of the Merger and requested that the NYSE suspend trading of the GoGreen Class A Shares, Purchaser Redeemable Warrants and Purchaser Public Units (the “GoGreen Securities”) effective as of the close of trading on July 5, 2023. On July 6, 2023, Holdings notified the NYSE of the consummation of the Proposed Transactions and requested that the NYSE file with the SEC a Form 25 to delist the GoGreen Securities under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Surviving Company intends to file a certification on Form 15 with the SEC to deregister the GoGreen Securities and suspend the Surviving Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03. Material Modification to Rights of Security Holders

The information set forth in the Introductory Note, Items 1.01, 2.01 and 3.01 of this Form 8-K are incorporated herein by reference.

Item 5.01. Changes in Control of Registrant

To the extent required by Item 5.01 of Form 8-K, the disclosure set forth in the Introductory Note and Item 2.01 of this Form 8-K is incorporated by reference in this Item 5.01.

As of the Merger Effective Time and as a result of the Merger, a change in control of GoGreen occurred and the Surviving Company became a wholly owned subsidiary of Holdings.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

In connection with consummation of the Merger, John Dowd, Vikas Anand, Dan Foley, Govind Friedland, Sergei Pokrovsky, Michael Sedoy, CFA, Vice Admiral Dennis McGinn, Neha Palmer, Nereida Flannery, Greg Hill, Livia Mahler and Robert Hvide Macleod resigned from their respective positions as officers and/or directors of GoGreen. Following the consummation of the Merger, John Dowd became Chief Executive Officer and a director of the Surviving Company.

Item 8.01. Other Events

On July 6, 2023, a press release was issued announcing the closing of the Proposed Transactions, a copy of which is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Exhibit

2.1*		Business Combination Agreement, dated as of December 13, 2022, by and among GoGreen Investments Corporation, GoGreen Sponsor 1 LP, Lifezone Metals Limited, Aqua Merger Sub, Lifezone Holdings Ltd., the Shareholder Representative and the Company Shareholders (incorporated by reference to Annex A Holdings’ Registration Statement on Form F-4 (File No. 333-271300) filed with the SEC on April 17, 2023).

4.1		Assignment, Assumption and Amendment Agreement, dated as of July 5, 2023, by and among GoGreen Investments Corporation, Lifezone Metals Limited and Continental Stock Transfer & Trust Company.

99.1		Joint Press Release of the Company and Lifezone Metals Limited, dated July 6, 2023.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

*	All schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 6, 2023

Aqua merger sub
(as successor by merger to GoGreen Investments Corporation)

By:	/s/ John Dowd
	Name:	John Dowd
	Title:	Chief Executive Officer

Exhibit 4.1

CONFIDENTIAL

EXECUTION VERSION

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT

(WARRANT AGREEMENT)

This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of July 5, 2023, by and among GoGreen Investments Corporation, an exempted limited liability company incorporated under the laws of the Cayman Islands (the “Company”), Lifezone Metals Limited, an Isle of Man Company (“Holdings”), and Continental Stock Transfer & Trust Company, a New York limited purposes trust company (the “Warrant Agent”).

WHEREAS, the Company and the Warrant Agent are parties to that certain Warrant Agreement, dated as of October 20, 2021 and filed with the United States Securities and Exchange Commission on October 26, 2021 (including the exhibits thereto, the “Existing Warrant Agreement”), pursuant to which the Company has issued warrants (collectively, the “Warrants”) to purchase 14,467,500 Class A ordinary shares of the Company, par value $0.0001 per share (“Ordinary Shares”);

WHEREAS, the terms of the Warrants are governed by the Existing Warrant Agreement and capitalized terms used herein, but not otherwise defined, shall have the meanings given to such terms in the Existing Warrant Agreement;

WHEREAS, on December 13, 2022, the Company, Holdings, Lifezone Holdings Limited, an Isle of Man company (“LHL”), Aqua Merger Sub, a Cayman Islands exempted company (“Merger Sub”), and certain other persons and entities entered into a Business Combination Agreement (as amended from time to time, the “Business Combination Agreement”);

WHEREAS, pursuant to the Business Combination Agreement, among other things, the Company will merge with and into Merger Sub (the “Merger”), as a result of which the separate corporate existence of the Company shall cease and Merger Sub shall continue as the surviving company, and each issued and outstanding ordinary share of the Company shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holder thereof to receive an ordinary share of Holdings par value $0.0001 per share (a “Holdings Ordinary Share”);

WHEREAS, upon consummation of the Merger, as provided in Section 4.5 of the Existing Warrant Agreement, the Warrants will no longer be exercisable for Ordinary Shares but instead will be exercisable (subject to the terms and conditions of the Existing Warrant Agreement as amended hereby) for the same number of Holdings Ordinary Shares;

WHEREAS, the consummation of the transactions contemplated by the Business Combination Agreement will constitute a Business Combination (as defined in the Existing Warrant Agreement);

WHEREAS, in connection with the Merger, the Company desires to assign all of its right, title and interest in the Existing Warrant Agreement to Holdings; and

WHEREAS, Section 9.8 of the Existing Warrant Agreement provides that the Company and the Warrant Agent may amend the Existing Warrant Agreement without the consent of any Registered Holders for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained therein, or adding or changing any other provisions with respect to matters or questions arising under the Existing Warrant Agreement as the Company and the Warrant Agent may deem necessary or desirable and that the Company and the Warrant Agent deem shall not adversely affect the interest of the registered holders under the Existing Warrant Agreement.

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows.

Assignment and Assumption; Consent.

1.1 Assignment and Assumption. The Company hereby assigns to Holdings all of the Company’s right, title and interest in and to the Existing Warrant Agreement (as amended hereby) as of the Merger Effective Time (as defined in the Business Combination Agreement). Holdings hereby assumes, and agrees to pay, perform, satisfy and discharge in full, as the same become due, all of the Company’s liabilities and obligations under the Existing Warrant Agreement (as amended hereby) arising from and after the Merger Effective Time.

1.2 Consent. The Warrant Agent hereby consents to the assignment of the Existing Warrant Agreement by the Company to Holdings pursuant to Section 1.1 hereof effective as of the Merger Effective Time, and the assumption of the Existing Warrant Agreement by Holdings from the Company pursuant to Section 1.1 hereof effective as of the Merger Effective Time, and to the continuation of the Existing Warrant Agreement in full force and effect from and after the Merger Effective Time, subject at all times to the Existing Warrant Agreement (as amended hereby) and to all of the provisions, covenants, agreements, terms and conditions of the Existing Warrant Agreement and this Agreement. The Warrant Agent hereby ratifies the appointment set forth in Section 1 of the Existing Warrant Agreement (as amended hereby).

2. Amendment of Existing Warrant Agreement. The Company and the Warrant Agent hereby amend the Existing Warrant Agreement as provided in this Section 2, effective as of the Merger Effective Time, and acknowledge and agree that the amendments to the Existing Warrant Agreement set forth in this Section 2 are necessary or desirable and that such amendments do not adversely affect the interests of the registered holders under the Existing Warrant Agreement:

2.1 Preamble. The preamble on page one of the Existing Warrant Agreement is hereby amended by deleting “GoGreen Investments Corporation, a Cayman Islands Corporation.” and replacing it with “Lifezone Metals Limited, an Isle of Man Company”. As a result thereof, all references to the “Company” in the Existing Warrant Agreement shall be references to Lifezone Metals Limited rather than GoGreen Investments Corporation.

2.2 Recitals. The recitals beginning on page one of the Existing Warrant Agreement are hereby deleted and replaced in their entirety as follows:

“WHEREAS, on October 20, 2021, GoGreen Investments Corporation (“GoGreen”) entered into that certain Placement Unit Subscription Agreement, with GoGreen Sponsor 1 LP, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate of 1,335,000 units for an aggregate purchase price of $13,350,000 (“Placement Units”), each unit consisting of one Class A ordinary share (as defined below) (“Placement Shares”) and one-half of one redeemable warrant to purchase one Placement Share (the “Placement Warrants”) of GoGreen, and, in connection therewith, GoGreen issued and delivered 667,500 Placement Warrants bearing the legend set forth in Exhibit B hereto simultaneously with the closing of the Offering (as defined below), included as part of the Placement Units. Each Placement Warrant entitles the holder thereof to purchase one Placement Share at a price of $11.50 per share, subject to adjustment as described herein;

WHEREAS, in order to finance GoGreen’s transaction costs in connection with an intended initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving GoGreen and one or more businesses (a “Business Combination”), the Sponsor, members of the GoGreen’s management team or any of their respective affiliates or third parties may, but are not obligated to, loan GoGreen funds as GoGreen may require, of which up to $1,500,000 of such loans may be convertible into Units (as defined below) at a price of $10.00 per Unit, each Unit consisting of one Class A ordinary share (as defined below) and one-half of one redeemable warrant to purchase one Class A ordinary share (the “Loan Warrants”);

WHEREAS, in order to extend the period of time to consummate a business combination by an additional three months, the Sponsor (or its designees) must deposit into the trust account additional funds of $2,760,000 ($0.10 per unit), for each of the available three-month extensions, for a total payment of up to $5,520,000 ($0.20 per unit), in exchange for a non-interest bearing, unsecured promissory note, and such loan may be convertible into Units at a price of $10.00 per Unit (the “Extension Loan Units”), each Unit consisting of one Class A ordinary share (the “Extension Loan Shares”) and one-half of one redeemable warrant to purchase one Class A ordinary share (the “Extension Loan Warrants”);

WHEREAS, on October 25, 2021, GoGreen consummated a public offering (the “Offering”) of units of the GoGreen’s equity securities, each such unit comprised of one Class A ordinary share and one-half of one Public Warrant (as defined below) (the “Public Units”, and together with the Placement Units, the “Units”) and, in connection therewith, issued and delivered 13,800,000 redeemable warrants to public investors in the Offering as part of the Units (the “Public Warrants” and, together with the Placement Warrants, the Loan Warrants, and the Extension Loan Warrants, the “Warrants”). Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share of GoGreen, par value $0.0001 per share (“Class A ordinary shares”), for $11.50 per share, subject to adjustment as described herein. Only whole Warrants are exercisable. A holder of the Public Warrants will not be able to exercise any fraction of a Warrant;

WHEREAS, GoGreen has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1, File No. 333-256781 (the “Registration Statement”) and prospectus (the “Prospectus”), for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Public Units, the Public Warrants, the Class A ordinary shares included in the Units and the Class A ordinary shares underlying the Public Warrants;

WHEREAS, GoGreen, the Company and LHL are parties to that certain Business Combination Agreement, dated as of December 13, 2022 (the “Business Combination Agreement”), which provides for, among other things, the merger of GoGreen with and into the Merger Sub, with Merger Sub surviving (the “Merger”), pursuant to which each outstanding Class A ordinary shares will be automatically converted into one newly issued ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”);

WHEREAS, on July 5, 2023, the Company, GoGreen and the Warrant Agent entered into an Assignment, Assumption and Amendment Agreement (the “Warrant Assumption Agreement”), pursuant to which, among other things, GoGreen assigned all of GoGreen’s right, title and interest in and to this Agreement to the Company, and the Company assumed all of GoGreen’s liabilities and obligations under this Agreement;

WHEREAS, pursuant to the Business Combination Agreement, the Warrant Assumption Agreement and the terms of this Agreement (as amended by the Warrant Assumption Agreement), each Public Warrant and each Placement Warrant has been converted into the right to purchase one Ordinary Share rather than one Class A ordinary share;

WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants;

WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent and the holders of the Warrants; and

WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:”

2.3 Reference to Class A Ordinary Shares. All references to “Class A ordinary shares” in the Existing Warrant Agreement (including all Exhibits thereto but excluding the recitals thereto) shall mean “Ordinary Shares”.

2.4 Appointment of Warrant Agent. Section 1 of the Existing Warrant Agreement is hereby deleted and replaced with the following:

“On October 20, 2021, GoGreen appointed the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent accepted such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.”

2.5 Detachability of Warrants. Section 2.4 of the Existing Warrant Agreement is hereby deleted and replaced with the following:

“[INTENTIONALLY OMITTED.]”

2.6 Placement Warrants; Loan Warrants; Extension Loan Warrants. The first sentence of Section 2.6.1 of the Existing Warrant Agreement shall be amended by deleting the phrase “until thirty (30) days after the completion by the Company of an initial Business Combination;” and replacing it with “August 5, 2023;”. Section 2.6.1 of the Existing Warrant Agreement shall be amended by deleting clauses (g) and (h) and inserting the word “or” between clauses (e) and (f) of such Section.

2.7 Duration of Warrants. The first sentence of Section 3.2 of the Existing Warrant Agreement is hereby deleted and replaced with the following:

“A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on August 5, 2023, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time on July 6, 2028, and (y) 5:00 p.m., New York City time on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available.”

2.8 Extraordinary Dividends. Section 4.1.2 of the Existing Warrant Agreement is hereby amended by adding the word “or” before clause (b) of such Section and deleting clauses (c), (d) and (e) of such Section.

2.9 Raising of Capital in Connection with the Initial Business Combination. Section 4.4 of the Existing Warrant Agreement is hereby deleted and replaced with the following:

“[INTENTIONALLY OMITTED.]”

2.10 Notice. The address for notices to the Company set forth in Section 9.2 of the Existing Warrant Agreement is hereby amended and restated in its entirety as follows:

Lifezone Metals Limited
22 Chancery Lane

London WC2A 1LS

United Kingdom

Attn: Christopher Showalter and Keith Liddell

Email: [***] and [***]

Miscellaneous Provisions.

3.1 Effectiveness of Warrant. Each of the parties hereto acknowledges and agrees that the effectiveness of this Agreement shall be expressly subject to the occurrence of the Merger and shall automatically be terminated and shall be null and void if the Business Combination Agreement shall be terminated for any reason.

3.2 Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their permitted respective successors and assigns.

3.3 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

3.4 Applicable Law. The validity, interpretation and performance of this Agreement shall be governed in all respects by the laws of the State of New York, without giving effect to conflict of laws. The parties hereby agree that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

3.5 Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto and the Registered Holders any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Registered Holders.

3.6 Counterparts. This Agreement may be executed in any number of counterparts, and by facsimile or portable document format (pdf) transmission, and each of such counterparts shall for all purposes be deemed to be an original and all such counterparts shall together constitute but one and the same instrument.

3.7 Effect of Headings. The Section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.

3.8 Entire Agreement; Reference to and Effect on Agreements. The Existing Warrant Agreement, as modified by this Agreement, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated. Any references to “this Agreement” in the Existing Warrant Agreement will mean the Existing Warrant Agreement as amended by this Agreement. Except as specifically amended by this Agreement, the provisions of the Existing Warrant Agreement shall remain in full force and effect.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly executed as of the date first above written.

GOGREEN INVESTMENTS CORPORATION,

by	/s/ John Dowd
	Name:	John Dowd
	Title:	Chief Executive Officer and Chairman

LIFEZONE METALS LIMITED,

by	/s/ Robert Burton
	Name:	Robert Burton, for and on behalf of Mooragh (BVI) Limited
	Title:	Director

CONTINENTAL STOCK TRANSFER & TRUST COMPANY,

by	/s/ Leicia Savinetti
	Name:	Leicia Savinetti
	Title:	Vice President

[Signature Page to Assignment, Assumption and Amendment Agreement]

Exhibit B

Legend for Placement Warrants

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF JULY 6, 2023, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.

[Signature Page to Assignment, Assumption and Amendment Agreement]

Exhibit 99.1

Lifezone Metals Completes Business Combination with GoGreen, Creates First Pure-Play NYSE Publicly Traded Nickel Resource and Cleaner Technology Company

●

Lifezone Metals’ ordinary shares and warrants expected to begin trading on the NYSE under the ticker symbols “LZM” and “LZMW”, respectively, at the opening of trading today

●

Gross proceeds to Lifezone Metals of approximately $86.6 million, including approximately $70.2 million from PIPE investors and approximately $16.4 million of cash held in trust net of redemptions

●

Strong bilateral support for Lifezone Metals from the U.S. and Tanzanian governments, supporting Tanzania’s importance as a key emerging supplier of critical minerals

July 6, 2023, 9:00AM Eastern Standard Time

New York (United States) – Lifezone Metals Limited (“Lifezone Metals” or the “Company”) (NYSE: LZM), a modern metals company creating value across the battery metals supply chain from resource to metals production and recycling, is pleased to announce that on July 6, 2023, Lifezone Holdings Limited (“LHL”) completed the previously announced business combination (the “Business Combination”) with GoGreen Investments Corporation (“GoGreen”), formerly a blank check company listed on the New York Stock Exchange (“NYSE”). Lifezone Metals’ ordinary shares and warrants are expected to begin trading on the NYSE under the ticker symbols “LZM” and “LZMW”, respectively, at the opening of trading today.

The Business Combination was implemented through a newly created holding company, Lifezone Metals. Upon completion of the Business Combination, GoGreen merged into a wholly-owned subsidiary of Lifezone Metals, after which GoGreen ceased to exist and the shareholders of GoGreen received shares in Lifezone Metals, and LHL was acquired by Lifezone Metals, after which LHL became an operating wholly-owned subsidiary of Lifezone Metals and the shareholders of LHL received shares in Lifezone Metals. The completion of the Business Combination establishes the first pure-play nickel resource and cleaner technology company listed on the NYSE.

The Company received gross proceeds from the transaction of approximately $86.6 million, including approximately $70.2 million in aggregate from a private investment in public equity (“PIPE”) and the receipt of approximately $16.4 million of cash from GoGreen’s trust account, net of redemptions. These proceeds are in addition to the previously announced investments by BHP Billiton (UK) DDS Limited (“BHP”) of $90 million into Kabanga Nickel Limited (“KNL”), the owner of the Kabanga project in North-West Tanzania (the “Kabanga Project”), and of $10 million into Lifezone Limited, both which are subsidiaries of the Company.

Keith Liddell, Chairman of Lifezone Metals, said: “Today is a momentous occasion in the corporate evolution of Lifezone Metals and one we are immensely proud of. For nearly 30 years, Lifezone Metals’ CTO Dr. Mike Adams and I have been developing and improving our Hydromet Technology as a cleaner, lower cost, and more efficient alternative to smelting in the metals extraction process.”

Chris Showalter, Chief Executive Officer of Lifezone Metals, continued: “With the electrification of transportation inflecting and the demands to decarbonize our economies broadly intensifying, we believe Lifezone Metals stands to be a critical enabler of ensuring that in the process of attempting to create a greener tomorrow through the replacement of internal combustion engine vehicles with electric vehicles (EVs), the automotive industry isn’t offsetting these gains through a significant ramp-up in the toxic emissions derived from smelting in the EV battery supply chain.

We are excited to take on our mission to build long-term value for our shareholders in the public markets by delivering on our milestones as we plan to bring our bellwether Kabanga Project to commercialization, and as we plan to deploy our Hydromet Technology to unlock the value of other stranded assets and decarbonize the secondary supply chain.”

John Dowd, CEO of GoGreen, said: “On behalf of the entire GoGreen team, we congratulate Lifezone Metals on achieving this tremendous milestone. We believe Lifezone Metals’ unique winning value proposition is underpinned by an unfolding generational push towards decarbonization – and we believe this foundation is strengthened on its new public platform.

We believe the company’s Hydromet Technology is a game changer in unlocking value from stranded assets in a cleaner and more responsible way. The Company’s high-quality, low-cost nickel sulphide Kabanga Project in Tanzania will showcase the value of this technology, and positions the Company well to be an early provider of critical cleaner metals for automotive OEMs as they progress along their electrification journeys.”

Lifezone Metals Overview

With growth in EVs accelerating, meeting the demands of metals required for EV batteries will require significant growth in the metals supply chain and especially nickel, which is estimated to represent up to 80%¹ of active lithium-ion battery materials. At the same, automakers are increasingly focused on decarbonizing the supply chain, driven by consumer demand and regulatory targets, which includes the upstream environmental footprint of battery materials.

Lifezone Metals’ flagship Kabanga Project in North-West Tanzania is estimated to be one of the largest and highest quality undeveloped nickel sulphide deposits in the world, and industry estimates suggest that it sits in the first quartile of both the cost and carbon curves². These favourable characteristics are enabled by the Company’s proprietary Hydromet processing technology, which is a lower-energy intensity, significantly less carbon intensive, and lower cost alternative to smelting. Smelting, the traditional method of metals extraction, is estimated to contribute up to 7% of global greenhouse gas emissions³. For the Kabanga Project, the Hydromet Technology is estimated to reduce carbon dioxide emissions by up to 73%^4 5 compared to traditional smelting and is free of sulfur dioxide. More broadly, the Company’s Hydromet Technology can potentially reduce capital and operating costs by up to 79% and 41%, respectively⁶. We believe Lifezone Metals’ use of its Hydromet Technology, including via licensing, will be valuable well beyond the Kabanga Project, including for the development of other critical metals deposits and as a cleaner alternative to smelting for the metals recycling industry.

Kabanga Project Overview

The Kabanga Project is an exploration-stage project. According to the mineral resource estimate⁷ the Company has an attributable tonnage portion of approximately 44 million tons at an average in-situ nickel grade of 2.61%, plus 0.35% copper and 0.19% cobalt. Once operational, it is contemplated that the Kabanga mine and its proposed associated hydromet refinery at Kahama will produce refined high-grade nickel, LME Grade A copper cathode, and cobalt. In January 2021, Lifezone Metals’ subsidiary, KNL, entered into a framework agreement with the Government of Tanzania setting out, among other things, the arrangement in relation to the conduct of future mining operations for the Kabanga Project. In April 2021, KNL acquired the intellectual property rights and the existing assets to the Kabanga Project, and in October 2021, the Government of Tanzania issued a special mining license (“SML”) to KNL’s subsidiary. The various previous owners of the Kabanga Project cumulatively conducted drilling of 587 kilometers through 1,404 drillholes and cumulatively spent approximately $293 million on drilling and studies. The Company believes this provides a deep understanding of the potential value of the asset that the Hydromet Technology can unlock in a potentially more economic and environmentally friendly way.

Nickel Institute, 2022. Percentages relate to mass of active materials in Nickel Manganese Cobalt lithium-Ion batteries.

Bespoke Nickel Market Outlook for Lifezone, a product of Wood Mackenzie, August 2022.

GHG attributable to total global smelting according to Forbes.

⁴

Nickel Class 1 downstream processing CO2 eq. emissions baseline from 2020 Nickel Institute LCA. Estimated Kabanga refinery expected emissions from internal Company analysis.

⁵

Expected reductions are lower for platinum group metals (“PGMs”), as they utilize a more complicated flowsheet and are more energy intensive. For example, a study from EY Cova (an independent South African National Accreditation System accredited energy Measurement and Verification inspection body) found 46% lower emissions utilizing Lifezone Metals’ hydromet technology compared to traditional smelting and refining (EY Cova studied PGM metals at the originally proposed 110 ktpa concentrate feed rate refinery at the Sedibelo plant site in South Africa under the then-applicable conditions in 2020 and assuming reagents not manufactured on-site; actual results could differ). Results will vary for specific PGM projects.

⁶

Internal data from independent study commissioned by Lifezone – SFA (Oxford) Ltd, 2018. Figures presented based on study extracting PGM metals. This example compares a 110 kt/a PGM refining plant which relates to the potential refinery at Pilanesberg Platinum Mine in South Africa which would utilize the Kell process technology and an average South African PGM refinery of the same capacity using conventional pyrometallurgical processes. Operating cost assumption is US$ per 4E OZ; 4E includes platinum, palladium, rhodium and gold.

⁷

Kabanga 2023 Mineral Resource Technical Report Summary prepared by Raymond Kohlsmith, BSc (Hons.) (Geol) 1980, P.Geo (1044) PGO Canada with an effective date of February 15, 2023.

With the support of global leading resources company, BHP, including its aggregate investments of $100 million, Lifezone Metals believes it is well on its way to unlocking the world class Kabanga asset. The Company is at present making good progress on early site works, environmental planning, further SML exploration and feasibility studies towards its goal of achieving first ore in 2026.

Recent Updates

LHL and GoGreen announced their entry into the Business Combination on December 13, 2022. Since then, LHL has made notable progress across various operational, technical and commercial fronts, including:

	●	Welcoming United States Vice President Kamala Harris on her visit to Tanzania in March 2023, a key development in the growing strategic relationship between the two nations and a recognition of Tanzania’s importance as a key emerging supplier of critical minerals.

	●	Commencing an off-take marketing process with respect to the nickel, copper and cobalt from the Kabanga Project.

	●	Five drill rigs focusing on resource definition drilling to support the definitive feasibility study mining plan; critical path activities as part of early works including road construction and airstrip and preparing tender packages to the mining commission’s approved shortlisted tenderers.

	●	Progressing towards resettlement action plan finalisation; Chief Valuer sign-off on compensation schedules; preparing workstreams and resources for implementation.

	●	Entering into a non-binding Memorandum of Understanding with a global PGM customer to collaborate on a commercial scale platinum group metal recycling facility using Hydromet Technology.

●

Strengthening the Company’s leadership bench through the hiring of Gerick Mouton as Chief Operating Officer and Ingo Hofmaier as Chief Financial Officer. Mr. Mouton has an extensive track record in strategic mining and mineral processing development, while Mr. Hofmaier brings extensive global corporate finance and public company experience in commodities.

Advisors

RBC Capital Markets acted as exclusive financial adviser to LHL. Cravath, Swaine & Moore LLP served as US legal counsel to LHL and Travers Smith LLP served as UK legal counsel to LHL. Mayer Brown LLP acted as legal counsel to RBC Capital Markets. BTIG, LLC and SCP Resource Finance LP acted as placement agents for the PIPE financing. SCP Resource Finance LP also acted as the financial and capital markets advisor to GoGreen. Latham & Watkins LLP served as counsel to GoGreen. Skadden, Arps, Slate, Meagher & Flom (UK) LLP acted as legal counsel to the placement agents.

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Contacts

Lifezone Metals

Natasha Liddell

Chief Sustainability & Communications Officer

info@lifezonemetals.com

Investor Relations

ICR, Inc.

646-200-8879

LifezoneMetalsIR@icrinc.com

Ingo Hofmaier

Chief Financial Officer

ingo.hofmaier@lifezonemetals.com

GoGreen Investments

John Dowd

Chief Executive Officer

john@gogreeninvestments.com

US Media Enquiries

Bronwyn Wallace

H+K Strategies

+1 (713) 724 3627

Bronwyn.Wallace@hkstrategies.com

About Lifezone Metals

Lifezone Metals (NYSE: LZM) is a modern metals company creating value across the battery metals supply chain from resource to metals production and recycling. Our mission is to provide commercial access to proprietary technology and cleaner metals production through a scalable platform underpinned by our tailored hydromet technology. This technology has the potential to be a cleaner and lower cost alternative to smelting, allowing us to responsibly and cost-effectively provide cleaner metals.

By pairing the Kabanga Project in Tanzania, which we believe is one of the largest and highest-grade undeveloped nickel sulphide deposits in the world, with our proprietary Hydromet Technology, we will work to unlock the value of a key new source of supply to global battery metals markets. We have a long-standing partnership with BHP on the Kabanga Project, with BHP having invested USD100 million, as we work to empower Tanzania to achieve full value creation in-country and become the next premier source of nickel.

www.lifezonemetals.com

Business Combination with GoGreen

Lifezone Metals announced on December 13, 2022 a business combination agreement with GoGreen Investments Corporation (NYSE: GOGN). The business combination closed on July 6, 2023.

About GoGreen

GoGreen Investments Corporation was 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 was led by Chief Executive Officer John Dowd.

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 business combination between GoGreen and LHL, the estimated or anticipated future results and benefits of the combined company, future opportunities for the combined company, including the efficacy of Lifezone Metals’ 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 Lifezone Metals’ 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 Lifezone Metals. These statements are subject to a number of risks and uncertainties regarding Lifezone Metals’ 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 outcome of any legal proceedings that may be instituted against the Lifezone Metals in connection with the business combination; failure to realize the anticipated benefits of the business combination, including difficulty in integrating the businesses of LHL and GoGreen; the risks related to the rollout of Lifezone Metals’ business, the efficacy of the hydromet technology, and the timing of expected business milestones; Lifezone Metals’ development of, and processing of mineral resources at, the Kabanga Project; the effects of competition on Lifezone Metals’ business; the ability of the combined company to execute its growth strategy, manage growth profitably and retain its key employees; the ability of Lifezone Metals 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 Lifezone Metals presently does not know or that Lifezone Metals 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 Lifezone Metals’ expectations, plans or forecasts of future events and views as of the date of this communication. Lifezone Metals anticipates that subsequent events and developments will cause Lifezone Metals’ assessments to change. However, while Lifezone Metals may elect to update these forward-looking statements in the future, Lifezone Metals specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Lifezone Metals’ 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 Lifezone Metals) 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 Lifezone Metals’ hydromet technology. Accordingly, Lifezone Metals’ hydromet technology and the resultant metals may not achieve the environmental benefits to the extent Lifezone Metals expects or at all. Any overstatement of the environmental benefits in this regard may have adverse implications for Lifezone Metals and its stakeholders.

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