Lifezone Metals : UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS - Form 6-K

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS

for the Nine months ended September 30, 2023 and September 30, 2022

See accompanying notes to unaudited condensed consolidated interim financial statements.

UNAUDITED CONDENSED CONSOLIDATED INTERIM

STATEMENTS OF FINANCIAL POSITION

as of September 30, 2023 and December 31, 2022

See accompanying notes to unaudited condensed consolidated interim financial statements.

UNAUDITED CONDENSED CONSOLIDATED INTERIM

STATEMENTS OF FINANCIAL POSITION

as of September 30, 2023 and December 31, 2022

See accompanying notes to unaudited condensed consolidated interim financial statements.

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY

for the nine months ended September 30, 2023 and September 30, 2022

See accompanying notes to unaudited condensed consolidated interim financial statements.

UNAUDITED CONDENSED CONSOLIDATED INTERIM CASH FLOW STATEMENTS

for the nine months ended September 30, 2023 and September 30, 2022

See accompanying notes to unaudited condensed consolidated interim financial statements.

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

for the nine months ended September 30, 2023

Lifezone Metals Limited (the Company, individually and together with its controlled subsidiaries "Lifezone") is a limited company incorporated and domiciled in Isle of Man, whose shares are publicly traded on the New York Stock Exchange ("NYSE") since July 6, 2023 under the trading symbol LZM. Lifezone warrants trade under the symbol LZMW.

Lifezone's registered office is located at Commerce House, 1 Bowring Road, Ramsey, IM8 2LQ, Isle of Man. The Unaudited Condensed Consolidated Interim Financial Statements of Lifezone for the nine months ended September 30, 2023, were authorized for release in accordance with a resolution of the Directors of Lifezone on December 13, 2023.

The Unaudited Condensed Consolidated Interim Financial Statements of Lifezone have been reviewed by Grant Thornton Ireland, an independent public accountant prior to filing in accordance with the standards of the United States Public Company Accounting Oversight Board applicable to reviews of interim financial information.

Lifezone is a modern metals company engaged in the development, patenting, and licensing of its hydrometallurgical processing technology ("Hydromet Technology") for use in the extractive metallurgy, minerals, and recycling industries. Lifezone's primary metals asset is the Kabanga Nickel project in Tanzania, believed to be one of the world's largest and highest-grade undeveloped nickel sulfide deposits. Information on the group structure of Lifezone is provided in Note 2.3.

Information on other related party relationships of Lifezone is provided in Note 17.

Background and basis for preparation

History and organization

Lifezone Holdings Limited ("Lifezone Holdings") was formed as a holding company for Lifezone Limited and acquired 100% of the equity interest (including outstanding options and Restricted Stock Units, "RSUs") in Lifezone Limited on June 24, 2022, in consideration for issuing shares of Lifezone Holdings on a 1:1 basis to Lifezone Limited shareholders at the time (following a 1:200 split of shares of Lifezone Limited) (the "Lifezone Holdings Transaction"). Also, on June 24, 2022 (just prior to the Lifezone Holdings Transaction), the shareholders of Kabanga Nickel Limited ("KNL"), other than Lifezone Limited and BHP Billiton (UK) DDS Limited ("BHP"), exchanged their shares of KNL for shares of Lifezone Holdings on a 1:1 basis (the "Flip-Up"). The KNL options were also exchanged for options in Lifezone Holdings on a 1:1 basis as part of the Flip-Up.

As Lifezone Holdings did not have any previous operations, Lifezone Limited and KNL (together with its subsidiaries) are together viewed as the predecessors to Lifezone Holdings and its consolidated subsidiaries. As a result, the consolidated financial statements of Lifezone Holdings recognize the assets and liabilities received in the Lifezone Holdings Transaction and the Flip-Up at their historical carrying amounts, as reflected in the historical financial statements of Lifezone Limited and KNL (together with its subsidiaries).

Lifezone Metals Limited was incorporated on December 8, 2022 for the purpose of effectuating the SPAC Transaction referred to below. Prior to the consummation of the transaction, Lifezone Metals Limited had no material assets and did not operate any businesses.

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

for the nine months ended September 30, 2023

BHP investments

On December 24, 2021, KNL entered into a $40 million convertible loan agreement with BHP and Lifezone Limited established a joint venture with BHP under the Lifezone Subscription Agreement in relation to the Kabanga Nickel project. Following the conversion of convertible loans on July 1, 2022, BHP held an 8.9% interest in KNL, reflected within non-controlling interests.

On October 14, 2022, BHP agreed to invest a further $50 million in KNL in the form of equity under the Tranche 2 Subscription Agreement, the completion of which was subject to certain conditions. Lifezone Limited satisfied substantially all the closing conditions and received the $50 million on February 15, 2023 and issued a stock certificate on the same day, bringing BHP's interest in KNL from 8.9% as of December 31, 2022 to 17.0%, effective February 15, 2023. Associated with this transaction KNL paid $2.5 million equity issuance cost, with the liability to an investment bank accounted for as a payable in 2022.

SPAC Transaction

On December 13, 2022, Lifezone and GoGreen Investments Corporation ("GoGreen"), an exempted special purchase acquisition company ("SPAC") incorporated under the laws of the Cayman Islands and formerly listed on the NYSE, entered into a business combination agreement ("BCA") with GoGreen Sponsor 1 LP, a Delaware limited partnership (the "Sponsor"), Aqua Merger Sub, a Cayman Islands exempted company (the "Merger Sub") and Lifezone Holdings.

Lifezone, Lifezone Holdings and GoGreen consummated the SPAC Transaction pursuant to the BCA (the "SPAC Transaction") on July 6, 2023 (the "Closing" and the "Closing Date" respectively). The transaction was unanimously approved by GoGreen's Board of Directors and was approved at the extraordinary general meeting of GoGreen's shareholders held on June 29, 2023 (the "EGM"). GoGreen's shareholders also voted to approve all the other proposals presented at the EGM. As a result of the SPAC Transaction, the Merger Sub, as the surviving entity after the SPAC Transaction, and Lifezone Holdings each became wholly owned subsidiaries of Lifezone Metals Limited. As Lifezone shareholders hold the majority of shares in the combined entity post the acquisition, Lifezone's key management personnel continues to direct the combined business and Lifezone set the direction of the board composition, Lifezone is considered the accounting acquirer.

The SPAC Transaction was accounted for as a capital reorganization ("Reorganization"). Under this method of accounting, GoGreen was treated as the "acquired" company for financial reporting purposes, with Lifezone being the accounting acquirer and accounting predecessor. Accordingly, the Reorganization was treated as the equivalent of Lifezone Metals issuing shares at Closing of the Reorganization for the net assets of GoGreen, accompanied by a recapitalization via Private Investment in Public Equity ("PIPE") transaction. The Reorganization, which is not within the scope of IFRS 3 since GoGreen did not meet the definition of a business in accordance with IFRS 3, was accounted for within the scope of IFRS 2. In accordance with IFRS 2, Lifezone recorded a one-time non-cash expense of $76.9 million recognized as a SPAC Transaction expense, based on the excess of the fair value of Lifezone shares issued at a value of $10 per share over the fair value of GoGreen's identifiable net assets acquired.

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

for the nine months ended September 30, 2023

SPAC Transaction (continued)

GoGreen's net assets as of June 30, 2023, prior to the Closing of the SPAC Transaction predominantly comprised of cash and cash equivalents, less current liabilities, are together considered the fair value of GoGreen's identifiable net assets. In accordance with IFRS 2 paragraph 10, the net assets of GoGreen will be stated at fair value, with no goodwill or other intangible assets recorded and any excess of fair value of Lifezone shares issued over the fair value of GoGreen's identifiable net assets acquired represents a compensation for the service of a stock exchange listing for its shares, shown as SPAC Transaction expenses below.

The BCA was signed concurrent to the closing of the PIPE transaction, which raised $70.2 million of gross proceeds.

Prior to the Closing, the SPAC incurred 94.47% of redemptions from public shareholders following a redemption vote deadline of June 27, 2023, leaving 1,527,554 residual shares in trust. At the Closing, Lifezone acquired GoGreen and former GoGreen shareholders received the number of Lifezone shares and warrants equal to their former holdings of GoGreen shares and warrants. The outstanding warrants formerly associated with GoGreen will therefore be recognized in Lifezone future reported financial position.

Immediately prior to the Closing, holders of all outstanding Lifezone Holdings options (18,054 total) and restricted stock units (30,000 total) elected to exercise or settle, respectively, their options and restricted stock units for Lifezone Holdings shares. All outstanding Lifezone Holdings shares were subsequently exchanged for Lifezone shares at the Closing Date July 6, 2023 at a ratio of c. 94:1.

The SPAC Transaction is expected to have a significant impact on Lifezone's future capital structure and operating results. The most significant change in Lifezone's reported financial positions is an approximate increase in cash and cash equivalents from $44.4 million as at June 30, 2023 to $73.3 million as at September 30, 2023. Cash inflows during the three months ending September 30, 2023 related to $70.2 million in gross proceeds from the PIPE transaction consummated substantially simultaneously with the SPAC Transaction and $16.5 million GoGreen cash (post redemptions, but before paying all existing GoGreen liabilities), resulting in $86.6 million gross proceeds for Lifezone before listing and equity issuance costs.

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

for the nine months ended September 30, 2023

SPAC Transaction (continued)

As a result of the SPAC Transaction, Lifezone as the new parent company, became a SEC-registered Foreign Private Issuer ("FPI") listed on the NYSE, which requires implementing procedures and processes to address public company regulatory requirements and customary practices. Management expects to incur additional annual expenses as a public company.

Following the Closing, but prior to the completion acquisition of Simulus Group Pty Ltd ("Simulus") on July 18, 2023 as described in detail below, Lifezone shareholders comprised all prior shareholders of Lifezone Holdings, prior shareholders of GoGreen (including its public shareholders post-redemptions and Sponsor shareholders) plus all PIPE investors resulting in Lifezone having a total of 77,693,602 shares issued and outstanding.

Pursuant to earnout arrangements under the BCA, former Lifezone Holdings and Sponsor shareholder will receive additional Lifezone shares if the daily volume-weighted average price of Lifezone shares equals or exceeds (i) $14.00 per share for any 20 trading days within a 30-trading day period ("Trigger Event 1") and (ii) $16.00 for any 20 trading days within a 30-trading day period ("Trigger Event 2"). Of the total shares issued and outstanding, 1,725,000 shares are issued but in escrow and relate to the Sponsor earnouts, which are subject to the occurrence of the two trigger events. Further information on the accounting earnouts is provided in Note 20.

Lifezone's Form F-1 registration statement became effective on September 29, 2023, registering the resale of certain Lifezone Metals shares and (private) warrants owned by certain previous Lifezone Holdings shareholders, the Sponsor shareholders (including its limited partners), PIPE investors and the sellers of the Simulus business. Pursuant to the BCA, a 180-day lock-up period following the Closing Date applies to (i) 5,133,600 Lifezone shares, and 667,500 warrants received by the Sponsor shareholders and (ii) the Lifezone shares received by the previous Lifezone Holdings shareholders who owned 1.5% or more of the outstanding Lifezone Holdings shares prior to the Closing Date, in each case, subject to certain exceptions. 1,335,000 Lifezone shares received by the Sponsor shareholders were subject to a 60-day lock-up from the Closing Date.

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

for the nine months ended September 30, 2023

SPAC Transaction (continued)

Lifezone's shareholdings at the time of the Closing are summarized below. The table below excludes shares issued at the completion of the acquisition of Simulus which was completed on July 18, 2023 as discussed in Note 22.

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

for the nine months ended September 30, 2023

Simulus acquisition

On March 3, 2023, Metprotech, a wholly owned subsidiary of Lifezone, signed a share sale agreement with the shareholders of Simulus, a leading hydrometallurgical laboratory and engineering company located in Perth, Australia.

The transaction formally closed on July 18, 2023 for a total consideration of $14.53 million comprising a $1.0 million deposit paid on March 27, 2023, a cash consideration of $7.5 million paid on closing and 500,000 shares in Lifezone. The vendors are restricted from disposing of, transferring, or assigning their consideration shares for a period of six months from the completion of the Simulus acquisition.

Further information on the accounting of the Simulus acquisition is provided in Note 22.

Lifezone's Unaudited Condensed Consolidated Interim Financial Statements for the nine months ended September 30, 2023 have been prepared in accordance with IAS 34 'Interim Financial Reporting' under the International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB") and are reported in U.S. dollars ("USD" or "$").

The Unaudited Condensed Consolidated Interim Financial Statements have been prepared on a historical cost basis unless otherwise stated.

The same accounting policies, presentation and methods of computation have been followed in these Unaudited Condensed Consolidated Interim Financial Statements as were applied in the preparation of the financial statements of Lifezone Holdings for the year ended December 31, 2022, except for the impact of the adoption of the Standards and Interpretations as described in Note 2.2

These standards and amendments do not have a significant impact on these unaudited condensed consolidated interim financial statements and therefore the disclosures have not been made.

Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or after the effective date of the pronouncement. New IFRS, amendments and Interpretations not adopted in the current year have not been disclosed as they are not expected to have a material impact on the Lifezone's financial statements.

The Unaudited Condensed Consolidated Interim Financial Statements incorporate the results of the Flip-Up as discussed in Note 1, as of June 24, 2022. Lifezone Holdings acquired 100% of the equity interest in Lifezone Limited, a transaction accounted for using the predecessor value method. Business combinations under common control are outside the scope of IFRS 3, therefore, Lifezone management used its judgment to develop an accounting policy that is relevant and reliable, in accordance with IAS 8. Management considered the application of the predecessor value method as the most appropriate (also known as merger accounting), which involves accounting for the assets and liabilities of the acquired business using existing carrying values of the acquired business.

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

for the nine months ended September 30, 2023

In the Unaudited Condensed Consolidated Interim Statement of Financial Position, the acquiree's identifiable assets and liabilities are recognized at their carrying values at the acquisition date. The increase in the fair value of share-based payment reserves, assumed by Lifezone Holdings as part of the Flip-Up, was accounted for directly in equity under Other Reserves. The results of acquired operations are included in the Unaudited Condensed Consolidated Interim Statement of Comprehensive Income from the date on which control is obtained.

Lifezone has prepared the Unaudited Condensed Consolidated Interim Financial Statements on the basis that it will continue to operate as a going concern as discussed in Note 2.5.

The Unaudited Condensed Consolidated Interim Financial Statements comprise the financial statements of Lifezone and all its controlled subsidiaries as of September 30, 2023. Control is achieved when Lifezone is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, Lifezone controls an investee if, and only if, Lifezone has:

Generally, there is a presumption that a majority of voting rights results in control. To support this presumption and when Lifezone has less than a majority of the voting or similar rights of an investee, Lifezone considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

Lifezone reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when Lifezone obtains control over the subsidiary and ceases when Lifezone loses control of the subsidiary. Assets, liabilities, income, and expenses of a subsidiary acquired or disposed of during the year are included in the Unaudited Condensed Consolidated Interim Financial Statements from the date Lifezone gains control until the date Lifezone ceases to control the subsidiary.

The accounting policies adopted in the preparation of the unaudited condensed consolidated interim financial statements are consistent with those followed in the preparation of the annual consolidated financial statements of Lifezone Holdings for the year ended December 31, 2022, except for the adoption of new standards effective as of January 1, 2023. Lifezone has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective. Several amendments apply for the first time in 2023, but do not have an impact on the unaudited condensed consolidated interim financial statements of the Company, as follows:

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

for the nine months ended September 30, 2023

Profit or loss and each component of other comprehensive income are attributed to the equity holders of Lifezone Metals Limited as the parent entity of Lifezone and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with Lifezone's accounting policies. All intra-group assets and liabilities, equity, income, expenses, and cash flows relating to transactions between members of Lifezone are eliminated on full consolidation.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If Lifezone loses control over a subsidiary, it derecognizes the related assets (including goodwill), liabilities, non-controlling interest, and other components of equity, while any resultant gain or loss is recognized in profit or loss. Any investment remains recognized at fair value.

Lifezone attributes total comprehensive income or loss of subsidiaries between the owners of Lifezone Metals Limited as the parent entity and the non-controlling interests based on their respective ownership interests.

The Consolidated Interim Financial Statements comprise the financial statements as of September 30, 2023, of the following 19 subsidiaries.

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

for the nine months ended September 30, 2023

Lifezone Holdings US, LLC, Lifezone US Holdings LLC and Lifezone Recycling US, LLC were incorporated on September 15, 2023 in the state of Delaware, USA. Lifezone US Holdings Limited was incorporated on September 12, 2023 in the United Kingdom. Investments in these entities as of September 30, 2023 reflect the nominal share value. These three companies have no tangible assets or business activities at the date of this report.

Business combinations involving entities under common control are outside the scope of IFRS 3 'Business Combinations' (Paragraphs B5-B12D) and there is no other specific IFRS guidance. Accordingly, Lifezone management used its judgement to develop an accounting policy that is relevant and reliable, in accordance with

IAS 8 'Accounting Policies, Changes in Accounting Estimates and Errors'.

The management of Lifezone has assessed the going concern assumptions of Lifezone during the preparation of these Unaudited Condensed Consolidated Interim Financial Statements. Lifezone generated a net comprehensive loss attributable to ordinary shareholders of the company of $359.5 million for the nine months ended September 30, 2023 (September 30, 2022: $7.8 million) and accumulated losses of $403.4 million at September 30, 2023 (December 31, 2022: $44.4 million).

As of September 30, 2023, Lifezone had consolidated cash and cash equivalents of $73.3 million. The cash flow for the nine months ended September 30, 2023 was $52.7 million (September 30, 2022: net outflows $13.0 million), consisting of $115.0 million of net inflows (September 30, 2022: net outflows $0.07 million) from financing activities arising from the completion of the SPAC Transaction, the PIPE transaction and an investment by BHP in KNL. Net outflows from operating activities of $23.6 million (September 30, 2022: net outflows $9.4 million) and net outflows from investing activities of $38.6 million (September 30, 2022: net outflows $3.5 million), relate mainly to expenditure for the Kabanga Nickel project and the Simulus acquisition.

Based on Lifezone's current and increasing liquidity and anticipated funding requirements, Lifezone will need additional capital in the future to fund its operations and project developments. Lifezone's future operating losses and capital requirements may vary materially from those currently planned and will depend on many factors including Lifezone's growth rate, the execution of various growth projects, and the demand for the Hydromet Technology, capital costs expected for the construction costs of the Kabanga Nickel project, and the demand for the minerals we envision extracting in our metals extraction business and as well as for Lifezone's working capital requirements.

To enhance our liquidity position or increase our cash reserve for future investments or operations, we continue to explore arrangements with potential customers for the offtake of the metals that we expect to produce in the future from the Kabanga Nickel project, and we may in the future seek equity, mezzanine and alternative or debt financing. Additionally, we may receive the proceeds from any exercise of any warrants in cash. Each Lifezone warrant represents the right to purchase one ordinary Lifezone share at a price of $11.50 per share in cash.

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

for the nine months ended September 30, 2023

Lifezone's Form F-1 registration statement became effective on September 29, 2023, registering the resale of certain Lifezone Metals shares and (private) warrants owned by certain previous Lifezone Holdings shareholders, the Sponsor shareholders (including its limited partners), PIPE investors and the sellers of the Simulus business. Pursuant to the BCA, a 180-day lock-up period following the Closing applies to (i) 5,133,600 Lifezone shares, and 667,500 warrants received by the Sponsor shareholders and (ii) the Lifezone shares received by the previous Lifezone Holding's shareholders who owned 1.5% or more of the outstanding Lifezone Holdings shares prior to the Closing, in each case, subject to certain exceptions. 1,335,000 Lifezone shares received by the Sponsor shareholders were subject to a 60-day lock-up from the Closing Date.

We believe the likelihood that warrant holders will exercise their warrants, and therefore the amount of cash proceeds that we would receive is dependent upon the market price of our Lifezone ordinary shares. On December 13, 2023, the market price for our Lifezone ordinary shares was $8.50. When the market price for our Lifezone ordinary shares is less than $11.50 per share (i.e., the warrants are "out of the money"), we believe warrant holders will be unlikely to exercise their warrants. If all the warrants are exercised, an additional 14,391,200 Lifezone ordinary shares would be outstanding, with further details available under Note 27 (Subsequent events).

The Unaudited Condensed Consolidated Interim Financial Statements have been prepared on a going concern basis which contemplates the continuity of normal business activities and the realization of assets and discharge of liabilities in the ordinary course of business. Lifezone has not generated significant revenues from operations and, as common with many exploration-stage mining companies, Lifezone raises financing for its exploration, study and research and development activities in discrete tranches. As such, the ability of Lifezone to continue as a going concern depends on its ability to secure this additional financing. In the event Lifezone issues additional equity in the future, shareholders could face significant dilution in their holdings.

Together with its brokers and financial advisors, Lifezone continuously monitors capital market conditions, and the Board recurrently considers various forms of financing available to Lifezone.

In the event that Lifezone is unable to secure sufficient funding, it may not be able to fully develop its projects, and this may have a consequential impact on the carrying value of the related exploration and evaluation assets and the investment of Lifezone Metals Limited in its subsidiaries as well as the going concern status of Lifezone. Given the nature of Lifezone's current activities, it will remain dependent on equity, mezzanine, debt funding or monetizing the offtake from the Kabanga Nickel project until such time as the Lifezone becomes self-financing from the commercial production of its mineral resources and royalties received from intellectual property rights linked to its Hydromet Technology. To the extent that Lifezone foresees increasing financing risks, jeopardizing the existence of Lifezone, Lifezone can accelerate the reduction of costs and aim for smaller, more targeted capital raises.

Given that Lifezone will likely need to raise funds within twelve months from the date of approval of these unaudited condensed consolidated interim financial statements for project development, new projects, acquisitions and to fund operations, the situation gives rise to a material uncertainty as there can be no assurance Lifezone will be able to raise required financing in the future. Notwithstanding this material uncertainty, the Directors of Lifezone consider it appropriate to prepare the financial statements on a going concern basis given Lifezone's ability to raise necessary funding and its shareholder base at Lifezone and at KNL. The financial statements do not include the adjustments that would result if Lifezone was unable to continue as a going concern.

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

for the nine months ended September 30, 2023

These Unaudited Condensed Consolidated Interim Financial Statements are presented in USD, which is Lifezone's functional currency, and all values are rounded to the nearest USD, except where otherwise indicated. The functional currency is the currency of the primary economic environment in which the entity operates. Accordingly, Lifezone measures its financial results and financial position in USD, expressed as $ in this document.

Lifezone incurs transactions mainly in USD, British Pounds ("GBP"), Australian Dollars ("AUD") and Tanzanian Shillings ("TZS").

The subsidiaries LZ Services Limited ("LZSL") a company incorporated in England and Wales; and Metprotech Pacific Pty Ltd ("Metprotech") a company incorporated in Australia, are both wholly owned subsidiaries of Lifezone Limited, and have functional currencies as GBP and AUD respectively. Simulus and its subsidiary Simulus Pty Limited both companies incorporated in Australia, are wholly owned subsidiaries of Metprotech and have functional currencies of AUD. The balances of the subsidiaries reporting under other currencies are translated to USD.

Significant accounting judgements, estimates and assumptions.

The preparation of Lifezone's Unaudited Condensed Consolidated Interim Financial Statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in the future period.

The judgements, estimates and assumptions applied in the Unaudited Condensed Consolidated Interim Financial Statements, including the key sources of estimation uncertainty, were the same as those applied in Lifezone's (and its predecessor holding companies) last annual financial statements for the year ended December 31, 2022.

Fair value hierarchy

A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

for the nine months ended September 30, 2023

Fair value hierarchy (continued)

Equity Instruments for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

For instruments that are recognised in the financial statements at fair value, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

The management determines the policies and procedures for non-recurring measurement, such as share options and restricted stock units. There are no recurring fair value measurements, and the movement in the fair value of the share options and restricted stock units is due to a modification during the year.

Management have involved external valuers for valuation of the equity instruments. Selection criteria include market knowledge, reputation, independence and whether professional standards are maintained. Share options and restricted stock units are currently measured under Level 3, the inputs for which are disclosed in Note 20.

Management have assessed that the fair values of cash and cash equivalents, trade receivables, trade payables and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

For management purposes, Lifezone is organized into business units based on the main types of activities and has two reportable operating segments, as follows:

The Metals extraction and refining segment of the business consists of Lifezone's interest in KNL, comprising the Kabanga Nickel project. The IP segment comprises patents residing with and managed by Lifezone's subsidiary Lifezone Limited, and a team of highly trained engineers and scientists based in Lifezone's newly acquired hydromet laboratory based in Perth, with the majority having joined via the Simulus acquisition, that closed on July 18, 2023.

Further information on the accounting of the Simulus acquisition is provided in Notes 1 and 22.

The Chief Executive Officer ensures that the corporate strategy is being implemented. He manages Lifezone on a day-to-day basis, monitors the operating results of its two business units separately for the purpose of making decisions about resource allocation and performance assessment and is Lifezone's Chief Operating Decision Maker. Segment performance is evaluated based on cash flows, operating profit or loss before taxes and is measured with operating profit or loss in the Unaudited Condensed Consolidated Interim Financial Statements.

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

for the nine months ended September 30, 2023

However, Lifezone's financing and treasury operations are managed by corporate functions based in London.

Inter-segment eliminations and transactions are identified separately, and the combined segments' information is reconciled to the Statement of Financial Position and Statement of Comprehensive Income.

Inter-segment revenues are eliminated upon consolidation and reflected in the 'Inter-segment eliminations' column.

The results for the nine months ending September 30, 2023 and September 30, 2022 respectively are shown below.

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

for the nine months ended September 30, 2023

Revenue is attributable to Hydromet consulting related to mineral beneficiation operations of affiliated companies and technical and laboratory services provided by Simulus to a wide array of customers. The affiliated entities are joint venture entities of Lifezone. Lifezone Limited has a 50% interest in Kelltech Limited, a joint venture with Sedibelo Resources Limited. Lifezone Limited has an indirect 33.33% interest in Kelltechnology SA Proprietary Ltd ("KTSA"), a subsidiary of Kelltech Limited, and Kellplant Proprietary Ltd ("Kellplant"), a wholly owned subsidiary of KTSA as disclosed in detail in Note 23.

Non-affiliated company revenue of $340k during the three months ending September 30, 2023 relates to third party customers following the Simulus acquisition as disclosed in Note 1 and 22.

Other interest income arises from cash in bank deposits with bank interest averaging 0.10 -1.40% over the period.

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

for the nine months ended September 30, 2023

The following is a summary of key expenses included in general and administrative expenses:

Lifezone incurred costs of $23.2 million associated with the SPAC and PIPE transactions over 2022 and 2023, of which $9.6 million were accrued in 2022, while $13.5 million were incurred in 2023. Lifezone has apportioned $5.7 million as directly attributable to equity issuance fees recognised within shareholder's equity resulting in a net balance of $7.9 million expensed which is included in Professional fees above for the nine months ended September 30, 2023 (September 30, 2022: $573,299).

Share-based payment expenses of $265,558,785 under the SPAC Transaction have been recognized in accordance with IFRS 2 Share-based Payment, related to the earnouts with market performance vesting conditions as described in Note 1. These earnouts relate to shares granted to previous Lifezone Holdings shareholders and Sponsor shareholders. In addition, related to the SPAC Transaction, Lifezone has recognized $76,857,484 as SPAC transaction expenses to account for the excess of fair value of equity in Lifezone issued to participating (non-redeeming) GoGreen shareholders over the fair value of GoGreen's identifiable net assets acquired classified as a service of a stock exchange listing in accordance with IFRS 2, paragraph 10.

Lifezone capitalized mining expenses in Q3 2023 to exploration and evaluation assets following advancement in its exploration and study program as disclosed in detail in Note 12.

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

for the nine months ended September 30, 2023

Cash in banks earns interest at the bank deposit rates averaging 0.10 -1.40% over the period.

Interest income from cash and cash equivalents amounted to $350,637 for the nine months ended September 30, 2023 (December 31, 2022: $214,252).

Other receivables consist of the following:

Tax receivables are short term and receivable within twelve months following applicable tax refund application in the local tax jurisdiction. Lifezone has VAT receivables with Tanzania and United Kingdom tax authorities, and GST receivables with Australian tax authority.

Receivables from affiliated entities relate to short term services and payments on behalf of affiliated entities disclosed in Note 17. Trade receivables arising from revenue activities are included as part of Receivables from affiliated entities. Credit terms are 30 days from the start of the period being charged.

Prepayments include Directors and officers ("D&O") annual insurance in addition to a 6-year run out cover taken out as part of the BCA transaction. D&O insurance was required to cover the risk of potential compensation claims against business' directors for alleged wrongful acts such as breach of trust, breach of duty, neglect, etc. As of September 30, 2023 D&O insurance amounted to $1,252,676.

Lifezone's Tanzanian subsidiary Tembo Nickel Corporation Limited ("Tembo Nickel") is required to pay an annual fee to maintain its mining license with the Tanzanian Mining Commission. The prepaid portion of the fee is reflected in the Prepaid mining license balance above.

All other receivables are short term in nature.

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

for the nine months ended September 30, 2023

Lifezone's property and equipment and right-of-use assets include building, transportation equipment, and office and computer equipment. The carrying amounts for the reporting periods can be analyzed as follows:

During 2022, the Lifezone disposed of certain buildings and office and computer equipment with a carrying value of $271,791. These assets relate to the legacy Tanzanian operations deemed no longer in use. Lifezone recognized a loss on disposal of property and equipment amounting to $271,791 in the prior year audited Consolidated Statement of Comprehensive Income.

There were no disposals during the nine months ended September 30, 2023.

Non-cash additions of $1,330,634 relating to new leased office space were recognized in the nine months ended September 30, 2023 as disclosed in Note 16.

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

for the nine months ended September 30, 2023

The capitalization of exploration and evaluation costs assumes that there is a reasonable prospect that the project can be developed into a profitable mining operation and that the exploration and evaluation expenditure and study work relating to a mineral resource within a valid license area could result in cash in-flows over time.

Exploration and evaluation expenditures are recognized and measured at cost and the exploration and evaluation assets are classified as intangible assets.

Lifezone assesses exploration assets for impairment when facts and circumstances suggest that the carrying amount exceeds the recoverable amount. In making this assessment, Lifezone have regard to the facts and circumstances noted in IFRS 6, paragraph 20. In performing its assessment of each of these factors, as at September 30, 2023, Lifezone has:

Lifezone assesses on a project-by-project basis if the exploration and evaluation phase has concluded. At the earliest, an exploration asset gets reclassified as a development asset when a current and positive Feasibility Study describing the development path for the mineral resource was released and is available publicly. That is usually also the time when a mineral reserve gets declared. A reclassification will happen at the latest when an exploration asset gets approved for development.

Where Lifezone is unsuccessful in acquiring or being granted a tenement area, any such costs are immediately expensed. All costs incurred prior to securing the legal right to undertake exploration activities on a project are written-off as incurred. Exploration and evaluation expenditures to not include expenditures incurred after the technical feasibility and commercial viability of extracting a mineral resource are demonstrable.

Additions during the period are essentially capitalized expenditure incurred in the development of Kabanga Nickel project in Tanzania.

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

for the nine months ended September 30, 2023

Goodwill recognized in the period relates to the acquisition of Simulus, a leading hydrometallurgical laboratory and engineering company located in Perth, Australia by Metprotech on July 18, 2023 as disclosed in detail in Note 22.

Management with the assistance of an independent valuation specialist, have concluded that no identifiable intangible assets existed from the acquisition of Simulus. Management have concluded that the fair value of the intangible assets acquired as a result of the Simulus transaction was de minimis (i.e., no independent value existed). Based on this conclusion and given the de minimis value, any intangible assets that may exist are not required to be recorded and classified outside of goodwill. Management also determined that recording and classifying a de minimis amount of intangible assets within goodwill would not cause the financial statements to be misleading and/or cause a reasonable user of the financial statements to arrive at a different conclusion.

There were no indicators of impairment during the period to September 30, 2023 to suggest that the provisional goodwill had been impaired. Therefore, as at September 30, 2023, the goodwill relating to the Simulus acquisition has not yet been subject to any impairment testing.

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

for the nine months ended September 30, 2023

Included in accrued expenses and trade payables as of September 30, 2023 are $2,500,000 (December 31, 2022: $9,649,642) of accrued non-recurring listing costs and equity issuance costs in relation to the SPAC and PIPE transactions. On October 13, 2023 the $2,500,000 above amount was paid.

All amounts are short-term. The carrying value of trade payables and accrued expenses are considered to be a reasonable approximation of their fair value.

In October 2022, BHP agreed to invest a further $50 million in KNL in the form of equity under the Tranche 2 Subscription Agreement. Please refer to Note 2.3

Lifezone's Tanzanian subsidiary, Tembo Nickel entered into a contract with Cordula Limited, Tanzania for lease of office space in Dar Es Salaam used for operations in 2022 for term five (5) years and an additional contract in 2023 for a further 5 years. The lease contract does not include variable lease payments. As at September 30, 2023 the remaining lease term was three (3) years.

Lifezone's Australian subsidiary, Metprotech leases office space in Perth used for operations from Trustees of the Christian Brothers, Australia. The lease contract does not include variable lease payments. As at September 30, 2023 the remaining lease term was one (1) year and nine (9) months.

As part of the Simulus acquisition that closed on July 18, 2023 (please refer to Note 22), Lifezone assumed the existing lease obligations of Simulus. Simulus entered into a contract with the Seattle Investments Pty Ltd, Australia for lease of office and warehouse space in Perth used for operations in 2020. The terms of the lease were five (5) years. The lease contract does not include variable lease payments. As at September 30, 2023 the remaining lease term was one (1) year and seven (7) months.

On August 3, 2023, Simulus entered into a contract with Nowa Pty Ltd Australia for lease of office and warehouse space in Perth used for operations in 2022. The terms of the lease were five (5) years. The lease contract does not include variable lease payments. As at September 30, 2023 the remaining lease term was four (4) years and ten (10) months.

Lifezone or group subsidiaries' obligations under its leases are secured by lessor's title to the leased assets.

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

for the nine months ended September 30, 2023

Shown below is the maturity analysis of the undiscounted lease payments: