1

2

Exhibit 99.2

LIFEZONE METALS LIMITED

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS

for the three and six months ended June 30, 2024

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS

for the three and six months ended June 30, 2024, and June 30, 2023

Ingo Hofmaier Chief Financial Officer

Date: August 19, 2024 

See accompanying notes to Unaudited Condensed Consolidated Interim Financial Statements.

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

as of June 30, 2024, and December 31, 2023

See accompanying notes to Unaudited Condensed Consolidated Interim Financial Statements.

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

as of June 30, 2024, and December 31, 2023

Ingo Hofmaier

Chief Financial Officer

Date: August 19, 2024

See accompanying notes to Unaudited Condensed Consolidated Interim Financial Statements.

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY

for the six months ended June 30, 2024, and June 30, 2023

See accompanying notes to Unaudited Condensed Consolidated Interim Financial Statements.

UNAUDITED CONDENSED CONSOLIDATED INTERIM CASH FLOW STATEMENTS

for the six months ended June 30, 2024, and June 30, 2023

See accompanying notes to Unaudited Condensed Consolidated Interim Financial Statements.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

for the six months ended June 30, 2024

1. Corporate and Group information

1.1. General information

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

The Company’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 six months ended June 30, 2024, were authorized for release in accordance with a resolution of the Directors of Lifezone on August 17, 2024.

1.2. Business overview 

Lifezone aims to provide cleaner metals solutions for the global supply chain through the development, patenting, and licensing of its hydrometallurgical processing technology (“Hydromet Technology”), which has applicability to the extractive metallurgy, minerals, and metals 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.

Lifezone’s management has technical expertise in hydrometallurgical refining, a track record of building and operating mines and commercial capabilities to finance projects of this scale.

1.3. Hydromet Technology overview

Lifezone’s Hydromet Technology is amenable to processing and refining metals from sulfide minerals containing nickel, copper, cobalt, platinum, palladium, rhodium and gold. As of June 30, 2024, Lifezone has 6 active patent families comprising 162 granted patents in a total of 67 countries. Within the same patent families, Lifezone has an additional 102 patent applications pending across multiple countries.

Compared to traditional pyrometallurgical smelting and refining technologies, Lifezone’s Hydromet Technology is expected to produce less carbon dioxide emissions per ton of metal produced with zero sulfur dioxide emissions, be more capital and operating cost efficient, have faster processing times and enable fully traceable refined LME-grade metals to enable enhanced supply chain transparency.

On July 18, 2023, Lifezone acquired The Simulus Group (“Simulus”), a leading hydrometallurgical laboratory and engineering company located in Perth, Australia. Prior to the acquisition, Simulus generated revenue by providing external hydrometallurgical test work and engineering services to a broad range of clients in the mining industry, including Lifezone. As of June 30, 2024, the primary activity at the Simulus laboratory has been the construction and operation of two Hydromet pilot plants at its premises in Perth, that will substantiate the applicability of Lifezone’s Hydromet Technology for its two core commercial projects, the Kabanga Nickel Project and the recycling of platinum, palladium and rhodium (together, “platinum group metals” or “PGMs”) from salvaged automotive catalytic converters.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

for the six months ended June 30, 2024

1. Corporate and Group information (continued)

1.3. Hydromet Technology overview (continued)

Lifezone is focused on commercializing its Hydromet Technology across the metals and mining industry. Research and development are continuous alongside the broadening of Lifezone’s intellectual property portfolio through applications for additional patents to be applied to new opportunities in other metal groups and deposit types. Lifezone seeks to ensure that its Hydromet Technology remains protected through patent applications. In addition, Simulus is expected to have capacity in the future to provide revenue-generating bespoke test work and engineering services for external clients.

1.4. Kabanga Nickel Project

Lifezone’s primary metals asset is the Kabanga deposit in north-west Tanzania. Approximately 340 kilometers from Kabanga, a refinery is anticipated to be constructed that will utilize Lifezone’s Hydromet Technology to unlock a new source of fully traceable LME-grade nickel, copper and cobalt for the global battery metals markets, to empower Tanzania to achieve full in-country value creation and become the next premier source of Class 1 nickel. The refinery is expected to be located at a brownfield site in Kahama with existing infrastructure, a trained workforce and nearby rail, roads and airstrip. The results of the ongoing study work for the Kabanga Nickel Project are expected to be completed in Q3 2024.

In October 2021, the government of Tanzania issued the Special Mining License (“SML”) over the Kabanga deposit area, and in March 2024, a Refining License was issued at the proposed refinery location in Kahama. The Government of Tanzania is a 16% shareholder in the Kabanga Nickel Project with a non-dilutable interest via its holding in Tembo Nickel Corporation Limited (“TNCL”). The remaining 84% in TNCL is owned by Kabanga Nickel Limited (“KNL”), whose shareholders are Lifezone (83.0%) and BHP Billiton (UK) DDS Ltd (“BHP”) (17.0%) – the largest mining company in the world by market capitalization.

In December 2021, BHP invested $40.0 million into KNL in return for an 8.9% shareholding and $10.0 million into Lifezone Limited. In October 2022, BHP invested an additional $50.0 million into KNL increasing its stake to 17.0% and concurrently signed an investment option agreement to take its stake in KNL to 60.7% pending delivery of the Kabanga Nickel Project definitive feasibility study (“DFS”) and other conditions. BHP holds approximately 1.2 million shares in Lifezone representing a 1.5% shareholding.

Lifezone is engaged in commercial discussions with global customers to monetize its portion of marketing rights with an offtake transaction. The end users of finished products from Kabanga are expected to be involved in the supply chain of battery electric vehicles that will support the global energy transition towards decarbonization.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

for the six months ended June 30, 2024

1. Corporate and Group information (continued)

1.5. Platinum, palladium and rhodium recycling project in the United States

Lifezone’s Hydromet Technology intellectual property was initially conceived from test work on PGM mineral concentrates, and it’s the first test work and scoping study was undertaken in 2014 to demonstrate the successful recovery of PGMs from spent automotive catalytic converters (“autocats”). Today, over 20% of global PGM supply is derived from the secondary autocat recycling market.

Recycling is expected to play an important role as an alternative supply of critical metals. However, current recycling practices, involving conventional smelting and refining, compound the carbon dioxide emissions intensity of metal units. Through the application of its Hydromet Technology, Lifezone intends to break this energy-intensive and pollutive recycling chain by providing a cleaner, lower-emissions and responsibly sourced recycling solution.

Through Lifezone’s partnership with Glencore, a major and diversified participant in global commodities, the Company is evaluating the design and construction of a commercial-scale Hydromet PGM recycling facility in the United States to recycle PGMs from autocat material.

In January 2024, Lifezone and Glencore each funded $1.5 million into a newly established US Lifezone group entity with proceeds designated towards the pilot program and the completion of a feasibility study currently underway at Simulus. The results are expected to demonstrate the effectiveness of Lifezone’s Hydromet Technology to recover and refine PGMs from autocats and will form the basis of Glencore and Lifezone’s final investment decision to construct the first Hydromet PGM recycling facility in the US. The feasibility study is expected to be completed in Q4 2024. Following its initial $1.5 million investment, Glencore holds a 6% interest in the Project.

2. Significant transactions

This section provides additional information which will outline how changes in the Lifezone group structure have impacted the financial position and performance of Lifezone as a whole, and the events that have occurred in the last two years impacting the financial position and performance of the periods presented in this report.

2.1. BHP investments

On December 24, 2021, KNL entered into a $40.0 million convertible loan agreement with BHP and Lifezone Limited 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 interest. On October 14, 2022, BHP ns, BHP’s interest in KNL increased from 8.9% to 17.0%, effective February 15, 2023.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

for the six months ended June 30, 2024

2. Significant transactions (continued)

2.2. 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 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) 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 KNL, other than Lifezone Limited and 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.

The Company, Lifezone Holdings and GoGreen consummated the SPAC Transaction pursuant to the BCA 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, together with all other proposals put to GoGreen shareholders. 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 the Company. Lifezone is considered the accounting acquirer, as Lifezone shareholders hold the majority of shares in the combined entity following the acquisition. Lifezone’s key management personnel continues to direct the combined business and Lifezone set the direction of the board composition.

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 the Company issuing shares at Closing of the Reorganization for the net assets of GoGreen, accompanied by a recapitalization via a Private Investment in Public Equity (“PIPE”) transaction. The Reorganization, which was 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.

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

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

for the six months ended June 30, 2024

2. Significant transactions (continued)

2.2. SPAC Transaction (continued)

Cash inflows from the SPAC transaction amounted to $16.5 million GoGreen cash (post redemptions, but before paying all existing GoGreen liabilities), along with $70.2 million gross proceeds from the PIPE transaction consummated substantially simultaneously resulting in $86.6 million gross proceeds for Lifezone before listing and equity issuance costs.

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.

Following the Closing, 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 22.

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 applied 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 Metals shares received by the Sponsor shareholders were subject to a 60-day lock-up from the Closing Date.

2.3. Simulus acquisition

On March 3, 2023, Lifezone Asia-Pacific Pty Ltd, a wholly owned subsidiary of Lifezone, signed a share sale agreement with the owners of The Simulus Group, a leading hydrometallurgical laboratory and engineering company located in Perth, Australia.

The transaction formally closed on July 18, 2023, for a total consideration of $14.5 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.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

for the six months ended June 30, 2024

2. Significant transactions (continued)

2.4. Platinum, palladium and rhodium recycling project in the United States

On January 10, 2024, Lifezone signed a subscription agreement and completion of funding for Phase 1 of partnership with a wholly owned subsidiary of Glencore plc (LSE: GLEN) for a PGM recycling project which will utilize Lifezone’s Hydromet Technology.

Phase 1 of the project implementation is already underway and involves a confirmatory pilot program and feasibility study at Simulus in Perth, Australia. Following successful completion of Phase 1, Phase 2 will involve the Company and Glencore jointly funding the capital expenditures required to construct a commercial-scale PGM recycling facility in the United States.

The signing of the Subscription Agreement, along with the completion of Phase 1 funding, means the estimated $3.0 million required for the confirmatory pilot project cost has now been finalized. The Company and Glencore have contributed $1.5 million each to the project. Phase 1 is expected to be completed in Q4 2024.

2.5. Issuance of unsecured convertible debentures

On March 27, 2024, Lifezone completed a $50.0 million non-brokered private placement of unsecured convertible debentures. These debentures have been issued to a consortium of marquee mining investors, led by Harry Lundin (Bromma Asset Management Inc.) and Rick Rule.

Further information on the accounting of the convertible debenture transaction is provided in Note 19.

3. Basis of preparation, significant accounting policies and estimates

3.1. Basis of preparation

Lifezone’s Unaudited Condensed Consolidated Interim Financial Statements for the six months ended June 30, 2024, have been prepared in accordance with International Accounting Standard (“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 “$”).

These Unaudited Condensed Consolidated Interim Financial Statements should be read in conjunction with the Company’s Audited Consolidated Financial Statements contained on its Form 20-F for the year ended December 31, 2023, as some disclosures from the annual consolidated financial statements have been condensed or omitted.

These Unaudited Condensed Consolidated Interim Financial Statements incorporate the financial statements of the Company and its controlled subsidiaries as of June 30, 2024. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany balances, transactions, income and expenses are eliminated on consolidation.

The information furnished herein reflects all normal recurring entries, that are in the opinion of management, necessary for a fair statement of the results for the interim periods reported.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

for the six months ended June 30, 2024

3. Basis of preparation, significant accounting policies and estimates (continued)

3.1. Basis of preparation (continued)

Operating results for the six-month period ended June 30, 2024, are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

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

3.2. Going concern

The management of Lifezone has assessed the going concern assumptions of Lifezone during the preparation of these Unaudited Condensed Consolidated Interim Financial Statements. As of June 30, 2024, Lifezone had consolidated cash and cash equivalents of $63.5 million, an increase of $14.1 million from $49.4 million as of December 31, 2023. The increase reflects gross proceeds received from the $50.0 million non-brokered unsecured convertible debentures, $1.5 million proceeds received from Glencore relating to the partnership to recycle platinum, palladium and rhodium in the United States, offset by cash usage of $35.1 million during the period.

The Unaudited Condensed Consolidated Interim Financial Statements have been prepared on a going concern basis which contemplates the continuity of normal business activities, 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. Based on Lifezone’s current and anticipated liquidity and funding requirements, Lifezone will need additional capital in the future to fund its operations and project developments. In the event Lifezone issues additional equity in the future, shareholders could face significant dilution in their holdings.

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, exploration and evaluation cost and capital costs in relation to the Kabanga Nickel Project, and the demand and prices 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 and increase our cash reserve for existing operations and future investments, 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, 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.

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 August 16, 2024, the market price for our Lifezone ordinary shares was $6.65. 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 14,391,141 Lifezone ordinary shares would be outstanding.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

for the six months ended June 30, 2024

3. Basis of preparation, significant accounting policies and estimates (continued)

3.2. Going concern (continued)

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 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, alternative or 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 metals and minerals 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.  

3.3. Accounting pronouncements

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 the Company for the year ended December 31, 2023, except for the adoption of new standards effective as of January 1, 2024.

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 2024, but do not have an impact on Unaudited Condensed Consolidated Interim Financial Statements of the Company, as follows:

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.

3.4. Basis of consolidation

Consolidation of a subsidiary begins when Lifezone obtains control over the subsidiary and ceases when Lifezone loses control of the subsidiary.

Profit or loss and each component of other comprehensive income are attributed to the equity holders of the Company 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.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

for the six months ended June 30, 2024

3. Basis of preparation, significant accounting policies and estimates (continued)

3.4. Basis of consolidation (continued)

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

The Unaudited Condenses Consolidated Interim Financial Statements comprise the financial statements as of June 30, 2024, of the following 19 subsidiaries.

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 England and Wales. Excluding Lifezone Recycling US, LLC and Lifezone Services US, LLC, investments in these other entities as of June 30, 2023, reflect the nominal share value.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

for the six months ended June 30, 2024

3. Basis of preparation, significant accounting policies and estimates (continued)

3.5. Foreign Private Issuer status

Given the Company is incorporated in the Isle of Man, it is considered a Foreign Private Issuer (“FPI”) under the securities laws of the U.S. and the rules of the NYSE.

In our capacity as an FPI, we are exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as United States companies whose securities are registered under the Exchange Act. In addition, we are not required to comply with Regulation FD, which restricts the selective disclosure of material information. NYSE listing rules include certain accommodations in the corporate governance requirements that allow FPI, such as us, to follow “home country” corporate governance practices in lieu of the otherwise applicable corporate governance standards of NYSE.

FPIs may prepare their financial statements using US GAAP; or IFRS pursuant to Regulation S-X Rule 4-01(a)(2). In the case of FPIs that use the English-language version of IFRS as issued by the International Accounting Standards Board, or IASB IFRS, no reconciliation to US GAAP is needed.

We may take advantage of these exemptions until such time as we are no longer an FPI. We are required to determine our status as an FPI on an annual basis at the end of each second fiscal quarter.

We would cease to be an FPI at such time as more than 50% of our outstanding voting securities are held by United States residents and any of the following three circumstances applies:

If we lose our FPI status we would be required to comply with Exchange Act reporting and other requirements applicable to U.S. domestic issuers, which are more detailed and extensive than the requirements for FPIs.

FPI status 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.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

for the six months ended June 30, 2024

3. Basis of preparation, significant accounting policies and estimates (continued)

3.6. Emerging Growth Company status

We are an Emerging Growth Company (“EGC”), as defined in the Jumpstart Our Business Startups Act of 2012 (the (“JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. This includes, but is not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act” or “SOX”), reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

We will continue to qualify as an EGC until the earliest to occur of:

On September 21, 2023, Lifezone engaged Mazars LLP, a specialist SOX compliance knowledge and internal controls expert to support the implementation of SOX compliance requirements to assist Lifezone to be SOX compliant by December 31, 2024.

We expect to continue to be an EGC for the foreseeable future.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

for the six months ended June 30, 2024

3. Basis of preparation, significant accounting policies and estimates (continued)

3.7. Functional and reporting currency

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 Lifezone Asia-Pacific Pty Ltd, 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 Lifezone Asia-Pacific Pty Ltd and have functional currencies of AUD.

3.8. 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, including contingent assets and liabilities, and the accompanying disclosures. Actual results may differ from these estimates and 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.

Except as described below, the judgements, estimates and assumptions applied in these Unaudited Condensed Consolidated Interim Financial Statements, including the key sources of estimation uncertainty, were the same as those applied in Lifezone’s last annual financial statements for the year ended December 31, 2023.

Hybrid Financial Instruments: Convertible debentures with embedded derivatives

Lifezone has issued convertible debentures with embedded derivatives, classified as hybrid financial instruments, which are initially measured at fair value and adjusted for transaction costs.

The host debt instrument is classified and measured at amortized cost, while the embedded derivatives are accounted for separately at FVTPL.

On initial recognition, Lifezone uses the residual value method to allocate the principal amount of the convertible debentures between the two components: host debt instrument and embedded derivatives. The fair value with gains or losses recognized in profit or loss of the embedded derivative liability is valued first, followed by the residual amount assigned to the host debt instrument.

The effective interest method is a method for calculating the amortized cost of a financial liability, and for allocating the interest expenses throughout the relevant credit period. The effective interest rate is the rate which accurately discounts the forecasted future cash flows over the financial liability’s expected lifetime to its’ carrying value, or, when appropriate, over a shorter period.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

for the six months ended June 30, 2024

4. Segment information

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 in Tanzania. The IP segment comprises patents residing within Lifezone’s subsidiary, Lifezone Limited, and managed by a team of highly trained engineers and scientists based in Lifezone’s Simulus laboratory based in Perth, a strategic partnership with Sedibelo and Industrial Development Corporation (“IDC”) regarding the development of the potential Kell-Sedibelo-Lifezone Refinery and the agreement between the Company and Glencore plc to recycle platinum, palladium and rhodium in the United States.

The Chief Executive Officer ensures that the corporate strategy is being implemented and 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. He 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.

However, Lifezone’s financing and treasury operations are managed by a corporate center 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.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

for the six months ended June 30, 2024

4. Segment information (continued)

The results for the six months ending June 30, 2024, and June 30, 2023, respectively are shown below.

Included within general and administrative expenses in 2023 are non-recurring listing and capital raising costs of $8.0 million, which relate to professional services costs in relation to the business combination with GoGreen and the listing on the NYSE and have been allocated non-operating segment “Corporate”.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

for the six months ended June 30, 2024

5. Revenue

Revenue is attributable to Hydromet consulting related to mineral beneficiation operations of affiliated companies and technical and laboratory services provided by Simulus. The affiliated entities invoiced in 2023 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 25.

Non-affiliated company revenue of $8,261 and $49,650 for the three months and six months ending June 30, 2024, respectively, relates to third party customers of Simulus.

6. Interest income

Lifezone manages interest generating opportunities through corporate treasury operations by investing group cash in overnight SOFR or term deposit facilities provided by its two main international banks. Lifezone earned interest averaged 4.84-5.02% during the period on these two types of deposits.

Interest income from cash and cash equivalents amounted to $1,361,638 for the six months ended June 30, 2024 (six months ended June 30, 2023: $262,959).

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

for the six months ended June 30, 2024

7. Interest expense

Interest accretion on deferred consideration liability relates to the KNL acquisition. For the six months ended June 30, 2024, this amounted to $157,999 (six months ended June 30, 2023: $79,104).

Interest on leases relate to Tanzania and Australia subsidiaries leased office and warehouse premises as disclosed in detail in Note 18. For the six months ended June 30, 2024, this amounted to $35,005 (six months ended June 30, 2023: $12,564). This is higher due to additional leases taken on as part of the Simulus acquisition on July 18, 2023, along with an additional lease in Tanzania since June 2023.

Debenture interest relates to the convertible debenture instruction as Debenture interest as disclosed in detail in Note 19: for the six months ended June 30, 2024, this amounted to $2,170,468 (six months ended June 30, 2023: $Nil).

8. Fair value loss on embedded derivatives

On June 30, 2024, the embedded derivative liability component of the convertible debentures as disclosed in detail in Note 19, was reassessed to be $25.5 million using the same valuation methods and approach as on initial recognition. The increase of $356,000 is largely due to market credit spreads increasing, resulting in a more likely occurrence for a conversion to occur reflected in the higher conversion value. The resulting $356,000 fair value increase has been recognized as a charge to the profit or loss.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

for the six months ended June 30, 2024

9. General and administrative expenses

Net wages and employee benefits amounted to $1.9 million for the six months ending June 30, 2024 (six months ended June 30, 2023, $1.8 million). The wages and employee benefits for the six months ended June 30, 2024, include Simulus related expenses of $474,414, with no expenses incurred in the six months ending June 30, 2023, as Simulus was not yet part of Lifezone. In the six months ending June 30, 2024, the Company paid bonuses of $538,113 to employees (six months ended June 30, 2023, $91,478), reflecting a one-month bonus paid to all employees (and consultants) in May 2024 for achievements in 2023. The balance relates to pension payments, accrued holidays (largely in Australia), national insurance contributions and payments to temporary staff. Above amounts are the net amounts expensed, after capitalization.

During the six months ending June 30, 2024, $8.8 million of the gross total general and administrative expenses (six months ended June 30, 2023, $5.7 million) was capitalized to exploration and evaluation assets as part of the Kabanga Nickel Project.

Professional and legal fees amounted to $1.7 million for the six months ending June 30, 2024 (six months ended June 30, 2023, $882,855), with the largest positions being $239,532 (six months ended June 30, 2023: $Nil) for advisory services relating to the PGM recycling project and SOX advisory costs of $137,973 (six months ended June 30, 2023: $Nil). Professional fees also include broking fees and other investor and public relations costs. Legal fees amounted to $657,074, with large positions covering registration filing updates and general legal works, commercial work related to off-take agreements and legal fees not capitalized relating to the convertible debenture transaction as covered in Note 19.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

for the six months ended June 30, 2024

9. General and administrative expenses (continued)

Consultancy fees costs of $1.3 million for the six months ending June 30, 2024 (six months ended June 30, 2023, $1.8 million), were lower by $435,992 due to lower consultant bonuses of $189,665 paid in the six months ending June 30, 2024 (six months ended June 30, 2023, $512,542), as well as two people who were previously consultants as of June 30, 2023, are employees of Lifezone as at June 30, 2024.

Non-recurring listing and equity raising costs (including transaction listing cost) of $8.0 million for the six months ending June 30, 2023, related to the business combination with GoGreen associated with the SPAC and PIPE transactions, which were completed on July 6, 2023.

Directors’ fees for the Company covering the seven paid directors out the total eight directors of Lifezone Metals, totaled $360,984 for the six months ending June 30, 2024 (six months ended June 30, 2023, $86,500), have increased as a result of quarterly meetings since listing on July 6, 2023.

Depreciation of property and equipment and depreciation of right of use assets are higher by $469,370 and $107,428 respectively, compared to the six months ending June 30, 2023, due to additional leases and acquired assets from the Simulus acquisition on July 18, 2023.

Insurance cost increase largely reflects the impact of higher D&O insurance premiums taken out following our listing on the NYSE. The annual D&O premium was pre-paid in July 2023 and was expensed over 12-months, with a pre-payment asset of $835,117 remaining as of December 31, 2023, and released in the six months ending June 30, 2024. A new D&O insurance policy was taken out effective July 2024 with improved commercial terms, including a reduction in premiums of around 40% and a 50% decrease in retention.

Laboratory costs relate to consumables incurred by Simulus amounting to $638,822 (six months ended June 30, 2023: $Nil) not directly attributable to cost of sales.

The “Impairment of VAT receivable” reflects the full impairment of the Tanzanian VAT receivable amounting to $839,758 as at June 30, 2024, following TNCL’s receipt of a letter from the Tanzanian Revenue Authority (“TRA”) dated November 30, 2023, rejecting TNCL’s application for VAT refunds accumulated in relation to goods and services purchased for the Kabanga Nickel Project for the period covering August 1, 2021 – July 31, 2023. Lifezone will continue to monitor the situation closely and TNCL has objected to the decision by the TRA. TNCL believes the rejection of the VAT refund claim has no basis as the purchases were made in course of undertaking economic activities in Tanzania with the clear intention to produce goods (and services) in the future, in this case to develop the Kabanga Nickel Project and to produce and export metals. Lifezone is also lobbying the government of Tanzania.

Other administrative expenses are higher by $409,511 compared to the six months ending June 30, 2023, partly due to the inclusion of a $350,000 provision relating to litigation and associated costs, which was subsequently resolved, and payments have been made at the time of this report. Lifezone incurred Regulatory and Compliance Fees of $73,454 during the six months ending June 30, 2024 (June 30, 2023: $Nil), following listing on July 6, 2023, and $102,639 in expenses relating to Simulus operations (June 30, 2023: $Nil), offsetting these increases are reductions in other administration expenses.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

for the six months ended June 30, 2024

9. General and administrative expenses (continued)

Total general administrative expenses for the six months ending June 30, 2024, include the impact of the Simulus operations, amounting to $1.5 million (six months ended June 30, 2023: $Nil) following the acquisition of the business on July 18, 2023. Notable expenses in the six months ending June 30, 2024, include wages and employee benefits of $474,414 (six months ended June 30, 2023: $Nil), which included $106,161 of bonuses (June 30, 2023: $Nil), rent of $56,711 (six months ended June 30, 2023: $Nil) and laboratory costs of $638,822 (six months ended June 30, 2023: $Nil) and Depreciation of property and equipment and depreciation of right of use assets $619,292 (six months ended June 30, 2023: $Nil).

10. Cash and cash equivalents

11. Inventories

Raw materials and consumables are consumed in the ordinary course of business during the rendering of services by Simulus.

Fuel is used by vehicles, machinery and for power generation in relation to the Kabanga Nickel Project and stored at the Kabanga camp site. These are attributable to exploration and evaluation activity and capitalized to exploration and evaluation assets as consumed.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

for the six months ended June 30, 2024

12. Trade and other receivables

Other receivables consist of the following:

VAT / GST receivables are short term and receivable within twelve months following applicable VAT refund application in the local tax jurisdiction. Lifezone has net VAT receivables (after the Tanzanian VAT impairment as described in Note 9) with the United Kingdom, and Australian tax authorities amounting to $385,110 (2023: $513,334). As of June 30, 2024, UK entities accounts for $262,734 and Australian entities $122,377 of this balance.

Prepayments include a $400,000 non-refundable deposit paid on September 12, 2022, in relation to a non-binding term sheet between Lifezone Limited, Harmony Minerals Limited and Dutwa Minerals Limited for the acquisition of all the tangible assets and all registered and unregistered IP relating to the Dutwa Nickel Project (excluding the Ngasamo deposit in the Dutwa Nickel Project area). The Dutwa Nickel Project hosts a laterite nickel deposit located in northern Tanzania. It is envisioned that excess sulfuric acid generated by future processing of Kabanga mineralization could be used in processing the laterite mineralization at Dutwa, providing potential synergies between both operations. On April 27, 2023, the term sheet was amended, and exclusivity expired on July 27, 2023. As disclosed in our December 31, 2023, annual audited accounts, discussions are ongoing, including between the Government of Tanzania and the sellers of the Dutwa Project, with closing being subject to the parties entering into definitive documentation and the fulfilment of various conditions.

Prepayments have decreased in the six months ended June 30, 2024, mainly due to the release of the $835,117 D&O insurance. The annual D&O covers June to July each year, with the D&O premium for the first-year post listing totaling $1.67 million.

The prepaid mining license relates to TNCL’s requirement to pay an annual fee to maintain its mining license with the Tanzanian Mining Commission. The prepaid portion of the fee was $343,434 as of June 30, 2024 (2023: $842,989).

All other receivables are short term in nature.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

for the six months ended June 30, 2024

13. Property and equipment and right-of-use assets

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:

There was no new lease agreement entered into during the six months ended June 30, 2024. The reassessment was triggered by an increase in lease payments.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

for the six months ended June 30, 2024

14. Goodwill