Exhibit 4.1

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

WARRANT TO PURCHASE ORDINARY SHARES

LIFEZONE METALS LIMITED

THIS WARRANT TO PURCHASE ORDINARY SHARES (the “Warrant”) certifies that, for value received, Taurus Mining Finance Fund No. 2, L.P. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time after the Issue Date and on or prior to 5:00 p.m. (New York time) on the date that is the five (5) year anniversary of the Issue Date above, provided that, if such date is not a Trading Day, the date that is the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from Lifezone Metals Limited, an Isle of Man corporation (the “Company”), up to 2,500,000 ordinary shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company. The purchase price of one ordinary share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to that certain Bridge Loan Facility Agreement, dated as of August 8, 2025 among Kabanga Nickel Limited, the Company, Taurus Mining Finance Fund No. 2. L.P. as Arranger and Agent and the financial institutions named therein (the “Bridge Loan Agreement”).

Section 1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Bridge Loan Agreement. 

a) “Ordinary Share Equivalents” means any securities of the Company or its Subsidiaries which would entitle the holder thereof to acquire at any time Ordinary Shares, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares.

b) “Ordinary Shares” means the ordinary shares in the capital of the Company.

b) “Trading Day” means a day on which the principal Trading Market is open for trading.

c) “Trading Market” means the New York Stock Exchange (or any successor on which the Ordinary Shares are listed or quoted for trading on the date in question).

d) “Transfer Agent” means Continental Stock Transfer & Trust Company, or any success transfer agent for the Ordinary Shares.

Section 2. Exercise.

a) Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Issue Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto as Exhibit A (the “Notice of Exercise”). Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(e)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United Kingdom bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation as soon as reasonably practicable following the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

b) Exercise Price. The exercise price per Warrant Share under this Warrant shall be $5.42, subject to adjustment hereunder (the “Exercise Price”).

c) Cashless Exercise. If at the time of exercise hereof following the Effectiveness Deadline there is no effective registration statement registering, or the prospectus contained therein is not available for, the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c).

“Bid Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then listed or quoted on a Trading Market, the bid price of the Ordinary Shares for the time in question (or the nearest preceding date) on the Trading Market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the OTCQB Venture Market (“OTCQB”) or the OTCQX Best Market (“OTCQX”) is a Trading Market, the volume weighted average price of the Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Ordinary Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary Shares are then reported on The Pink Open Market operated by the OTC Markets, Inc. (“Pink Market”) (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Ordinary Shares so reported, or (d) in all other cases, the fair market value of one Ordinary Share as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then listed or quoted on a Trading Market, the daily volume weighted average price of the Ordinary Shares for such date (or the nearest preceding date) on the Trading Market on which the Ordinary Shares is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the OTCQB or the OTCQX is a Trading Market, the volume weighted average price of the Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Ordinary Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary Shares are then reported on the Pink Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per Ordinary Share so reported, or (d) in all other cases, the fair market value of one Ordinary Share as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

d) Cash Settlement Exercise: If at the time of exercise hereof following the Effectiveness Deadline (i) there is no effective registration statement registering, or the prospectus contained therein is not available for the resale of the Warrant Shares by the Holder and (ii) the applicable Warrants Shares subject to the exercise may not be immediately resold upon a cashless exercise pursuant to Rule 144 under the Securities Act, this Warrant may also be exercised at such time, by means of a “cash settlement” in which the Holder shall be entitled to receive a cash payment of an amount equal to [(A-B)] x (X) as (A), (B) and (X) are defined in Section 2(c) herein.

e) Mechanics of Exercise.

i. Delivery of Warrant Shares Upon Exercise. In the event of an exercise other than pursuant to Section 2(d), the Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 under the Securities Act (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earlier of (i) one (1) Trading Day after the delivery to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that payment of the aggregate Exercise Price (other than in connection with a cashless exercise) is received by the Company by such date. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. In the event of an exercise other than pursuant to Section 2(d), if the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Ordinary Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the third Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a Transfer Agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Ordinary Shares as in effect on the date of delivery of the Notice of Exercise.

ii. Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

iii. Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(e)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

iv. Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2(e)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, Ordinary Shares to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of Ordinary Shares that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Ordinary Shares having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of this Warrant for Warrant Shares with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Warrant Shares upon exercise of the Warrant as required pursuant to the terms hereof.

v. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole Warrant Share.

vi. Charges, Taxes and Expenses. The issuance and delivery of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto as Exhibit B duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto, and if any portion of this Warrant remains unexercised, a new Warrant in the form hereof shall be delivered by the Company to the assignee. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vii. Closing of Books. The Company will not close its shareholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

f) Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s “affiliates” (as such term is defined in Rule 405 under the Securities Act) (“Affiliates”), and any other persons acting as a group together with the Holder or any of the Holder’s Affiliates (such persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Shares issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of Ordinary Shares which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Ordinary Share Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(f) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, and the Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this Section 2(f), in determining the number of outstanding Ordinary Shares, a Holder may rely on the number of outstanding Ordinary Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the SEC, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of Ordinary Shares outstanding. Upon the written or oral request of a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Ordinary Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Warrant Shares issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(f), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Warrant Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(f) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Section 3. Certain Adjustments.

a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Ordinary Shares or any other equity or equity equivalent securities payable in Ordinary Shares (which, for avoidance of doubt, shall not include any Warrant Shares issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding Ordinary Shares into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding Ordinary Shares into a smaller number of shares, or (iv) issues by reclassification of the Ordinary Shares any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Ordinary Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of Ordinary Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

b) Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time that this Warrant is outstanding the Company grants, issues or sells any Ordinary Share Equivalents or rights to purchase shares, warrants, securities or other property pro rata to the record holders of the Ordinary Shares (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Warrant Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of the Ordinary Shares are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Ordinary Shares as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

c) Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of Ordinary Shares, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of Warrant Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of Ordinary Shares are to be determined for the participation in such Distribution (provided, however, that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any Ordinary Shares as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

d) Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another person, (ii) the Company (or any Subsidiary), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another person) is completed pursuant to which holders of Ordinary Shares are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of greater than 50% of the outstanding Ordinary Shares or greater than 50% of the voting power of the ordinary equity of the Company, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Ordinary Shares or any compulsory share exchange pursuant to which the Ordinary Shares are effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another person or group of persons whereby such other person or group acquires greater than 50% of the outstanding Ordinary Shares or greater than 50% of the voting power of the ordinary equity of the Company (each a “Fundamental Transaction”), then following such Fundamental Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one Ordinary Share in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Ordinary Shares are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within thirty (30) days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of consummation of such Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not within the Company’s control, including not approved by the Company’s Board of Directors, the Holder shall only be entitled to receive from the Company or any Successor Entity the same type or form of consideration (and in the same proportion), valued at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the holders of Ordinary Shares of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Ordinary Shares are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction; provided, further, that if holders of Ordinary Shares of the Company are not offered or paid any consideration in such Fundamental Transaction, such holders of Ordinary Shares will be deemed to have received shares of the Successor Entity (which Successor Entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction and a Holder shall receive shares of the Successor Entity in the amount of the Black Scholes Value. “Black Scholes Value” means the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable contemplated Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the 100 day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365-day annualization factor) as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the greater of (i) the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (ii) the VWAP immediately preceding the public announcement of the applicable contemplated Fundamental Transaction (or the consummation of the applicable Fundamental Transaction, if earlier), (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date, and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made within five Trading Days of the Holder’s election (or, if later, on the effective date of the Fundamental Transaction). The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the Warrant Shares acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the Ordinary Shares pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall be added to the term “Company” under this Warrant (so that from and after the occurrence or consummation of such Fundamental Transaction, each and every provision of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Successor Entity or Successor Entities, jointly and severally with the Company, may exercise every right and power of the Company prior thereto and the Successor Entity or Successor Entities shall assume all of the obligations of the Company prior thereto under this Warrant and the other Transaction Documents with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company herein. For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this Section 3(d) regardless of (i) whether the Company has sufficient authorized Ordinary Shares for the issuance of Warrant Shares and/or (ii) whether a Fundamental Transaction occurs prior to the Initial Exercise Date.

e) Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of Ordinary Shares deemed to be issued and outstanding as of a given date shall be the sum of the number of Ordinary Shares (excluding treasury shares, if any) issued and outstanding.

f) Notice to Holder.

i. Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii. Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Ordinary Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Ordinary Shares, (C) the Company shall authorize the granting to all holders of the Ordinary Shares rights or warrants to subscribe for or purchase any share capital of any class or of any rights, (D) the approval of any shareholders of the Company shall be required in connection with any reclassification of the Ordinary Shares, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Ordinary Shares are converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email address as it shall appear upon the Warrant Register of the Company, at least 10 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Ordinary Shares of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Ordinary Shares of record shall be entitled to exchange their Ordinary Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. In no event shall any notice provided in this Warrant constitutes, or contains, material non-public information regarding the Company or any of its Subsidiaries.. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section 4. Transfer of Warrant.

a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 20.24 of the Bridge Loan Agreement, this Warrant and all rights hereunder are transferable, in whole or in part, to Affiliates of the Arranger (and related funds) upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Issue Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

d) Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, or (iii) otherwise exempt from the registration requirements of the Securities Act and any applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, provides to the Company an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Company to the effect that the transfer of this Warrant does not require registration under the Securities Act.

e) Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Section 5. Miscellaneous.

a) No Rights as Shareholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(e)(i), except as expressly set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to Section 2(c) or to receive cash payments pursuant to Sections 2(d), 2(e)(iv), 2(e)(v), 3(c), or 3(d) herein, in no event shall the Company be required to net cash settle an exercise of this Warrant.

b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or share certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or share certificate.

c) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day. The foregoing shall not affect any action or right required to be taken on a Trading Day.

d) Authorized Shares.

The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Ordinary Shares a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Ordinary Shares may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

e) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Bridge Loan Agreement.

f) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

g) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this Warrant or the Bridge Loan Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

h) Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered to the address of the Holder in the Warrant Register.

i) Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Ordinary Shares or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

j) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

k) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

l) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

m) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

********************

(Signature Page Follows)

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

EXHIBIT A

NOTICE OF EXERCISE

TO: LIFEZONE METALS LIMITED

(1) The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the form of (check applicable box):

☐ in lawful money of the United States; or

☐ if permitted, the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

The Warrant Shares shall be delivered to the following DWAC Account Number:

(4) Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

[SIGNATURE OF HOLDER]

Name of Investing Entity: ________________________________________________________________________

Signature of Authorized Signatory of Investing Entity: _________________________________________________

Name of Authorized Signatory: ___________________________________________________________________

Title of Authorized Signatory: ____________________________________________________________________ FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Date: ________________________________________________________________________________________

EXHIBIT B

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

Exhibit 10.1

Certain information in this document has been omitted pursuant to Regulation S-K, Item (601)(b)(2) because it is both (i) not material, and (ii) of the type that the Company customarily and actually treats as private and confidential. The omissions have been indicated by (“[***]”).

Execution version

CONTENTS

THIS AGREEMENT is dated August 8, 2025 and made between:

IT IS AGREED as follows:

SECTION 1

INTERPRETATION

In this Agreement:

“Accounting Principles” means:

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“Anti-Corruption Law” means:

“Assignment Agreement” means an agreement substantially in the form set out in Schedule 5 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee.

“Authorisation” means an authorisation, consent, approval, resolution, licence, certificate, exemption, filing, notarisation or registration.

“Availability Period” means the period from and including the date of this Agreement to and including the date falling twelve (12) Months after the Financial Close Date.

“Available Commitment” means a Lender’s Commitment minus:

“Available Facility” means the aggregate for the time being of each Lender’s Available Commitment.

“Base Case Model” means:

“Borrower Holdco” means Lifezone Limited, a company continued and existing under the laws of the Isle of Man with registration number 019369V and registered office at 2nd Floor, St George’s Court, Upper Church Street, Douglas, IM1 1EE, Isle of Man.

“Borrower Holdco Loan” means the non-interest bearing loan in the principal amount of up to [***] made available by the Borrower Holdco as lender to the Borrower pursuant to the intra-group loan agreement dated 15 March 2024.

“Borrower On-loan” means the loan in the principal amount of up to [***] (as at the date of this Agreement) made available by the Borrower as lender to Tembo Nickel Corporation pursuant to the intra-group loan agreement dated 14 January 2022, as amended and restated on 22 May 2025 and amended from time to time in accordance with Clause 20.6 (Loans or credit) or otherwise.

“Business Combination Agreement” means the business combination agreement dated 13 December 2022 between, among others, the Parent, Lifezone Holdings, GoGreen Investment Corporation, GoGreen Sponsor 1 LP and Aqua Merger Sub.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in New York, London, Isle of Man, Dar Es Salaam, Sydney and, in relation to any date for payment or purchase of an amount under the Facility, Singapore.

“Capital Expenditure” means any expenditure or obligation in respect of expenditure which, in accordance with the Accounting Principles, is treated as capital expenditure.

“Code” means the US Internal Revenue Code of 1986.

“Commitment” means:

to the extent not cancelled, reduced or transferred by it under this Agreement.

“Compliance Certificate” means a certificate substantially in the form set out in Schedule 6 (Form of Compliance Certificate).

“Confidential Information” means all information relating to the Borrower, any Obligor, the Group, the Transaction Documents or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from either:

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

“Confidentiality Undertaking” means a confidentiality undertaking substantially in a recommended form of the LMA or in any other form agreed between the Borrower and the Agent.

“Construction Contract (Box Cut Works)” means the contract entered, or to be entered, between the Borrower or Tembo Nickel Corporation and a contractor in respect of the Project, in form and substance acceptable to the Agent (acting reasonably), as further referred to in lines 81 to 83 of tab “Jul-25 Use of Funds” of the Initial Sources and Uses of Funds.

“Construction Contract (EPCM)” means the contract entered, or to be entered, into between the Borrower or Tembo Nickel Corporation and a contractor in respect of the Project, in form and substance acceptable to the Agent (acting reasonably), as further referred to in line 72 of tab “Jul-25 Use of Funds” of the Initial Sources and Uses of Funds.

“Corrective Action Plan” means a plan to correct and remedy all material damage and adverse consequences caused by any failure by any Obligor or the Project to comply with any applicable Environmental and Social Standards.

“Default” means an Event of Default or any event or circumstance specified in Clause 21 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

“Delegate” means any delegate, agent, attorney or co-trustee appointed by the Agent.

“Disruption Event” means either or both of:

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

“Dormant Subsidiary” means a member of the Group which does not trade (for itself or as agent for any person) and does not own, legally or beneficially, assets (including, without limitation, indebtedness owed to it).

“Effectiveness Deadline” means, (i) with respect to the resale registration statement for the Warrant Shares (Signing Date), fifteen (15) calendar days after the date the SEC notifies the Parent of “no review” of the registration statement (or, in the event of a “full review” by the SEC, ninety (90) days following the date the SEC notifies the Parent of a “full review”), and (ii) with respect to the resale registration statement for the Warrant Shares (Extension Date), fifteen (15) calendar days after the date the SEC notifies the Parent of “no review” of the registration statement (or, in the event of a “full review” by the SEC, ninety (90) days following the date the SEC notifies the Parent of a “full review”).

“Environment” means humans, animals, plants and all other living organisms including the ecological systems of which they form part and the following media:

“Environmental and Social Standards” means, together:

“Environmental Contaminant” means any substance (including any waste) which, alone or in combination with any other, is capable of causing harm to the Environment.

“Environmental Law” means any applicable law or regulation which relates to:

and, where the application any other applicable law or the Equator Principles would impose a greater obligation or standard than any applicable Environmental Law, that applicable law or the Equator Principles will be taken to be an Environmental Law for the purposes of this definition.

“Environmental or Social Claim” means any claim arising under or any filed notice or formal investigation in respect of, any Environmental Law or Social Law made against any member of the Group or the Project by any person (including local communities related to the Project) for loss, clean up or remediation or conducted by the regulatory authority responsible for the administration or enforcement of any Environmental Law or Social Law.

“Environmental or Social Incidents” means:

“Environmental or Social Matters” means the environmental and/or social aspects identified in a Monthly Project Report which, individually or collectively, describe how the Project does not, as at the date of that Monthly Project Report, comply in full with the Equator Principles and the IFC Performance Standards applicable to the Project.

“Environmental Permits” means any Authorisation and the filing of any notification, report or assessment required under any Environmental Law for the Project.

“Equator Principles” means those principles entitled ‘A financial industry benchmark for determining, assessing and managing social and environmental risk in Projects’, dated June 2013 and which are available at www.equator-principles.com, as amended on 1 October 2020 by the update entitled ‘EP4’, and as further amended, modified or supplemented from time to time.

“Event of Default” means any event or circumstance specified as such in Clause 21 (Events of Default).

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended from time to time and the rules and regulations promulgated thereunder.

“Existing Warrant Agreement” means the warrant agreement dated 20 October 2021 between GoGreen Investments Corporation and Continental Stock Transfer & Trust Company, as warrant agent, as assigned by GoGreen Investments Corporation to the Parent pursuant to an assignment, assumption and amendment agreement dated 5 July 2023 between the Parent, GoGreen Investments Corporation and Continental Stock Transfer & Trust Company, as warrant agent.

“Expropriation Event” means any event or circumstance where the authority or ability of any member of the Group to implement the Project or otherwise conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalisation, compulsory acquisition, intervention, confiscation, requisition, restriction or other action by or on behalf of any governmental agency, regulatory or other agency or authority or other person in relation to any member of the Group or any of its assets or the shares in that member of the Group (including without limitation the displacement of all or part of the management of any member of the Group).

“Extension Fee” has the meaning given to that term in Clause 10.3 (Extension Fee).

“Extension Request Notice” has the meaning given to that term in Clause 6.1(b) (Repayment of Loans).

“Facility” means the bridge loan facility made available under this Agreement as described in Clause 2 (The Facility).

“Facility Office” means:

“FATCA” means:

“FATCA Application Date” means:

“FATCA Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA.

“FATCA Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.

“Feasibility Study” means the definitive feasibility study for the Project, dated 18 July 2025 and prepared by DRA Projects (Pty) Ltd and Sharron Sylvester, and in the form provided to the Agent by the Borrower in accordance with Clause 4.1 (Initial conditions precedent).

“Fee Letter” means:

“Filing Deadline” means, (i) with respect to the Warrant Shares (Signing Date), thirty (30) calendar days after the date of this Agreement, and (ii) with respect to the Warrant Shares (Extension Date), thirty (30) calendar days after the Extension Date.

“Finance Document” means this Agreement, the Mandate Letter, any Fee Letter, any Compliance Certificate, any Transaction Security Document, any Subordination Agreement, the Side Letter, any Utilisation Request and any other document designated as such by the Agent and the Borrower.

“Finance Lease” means any lease or hire purchase contract, a liability under which would, in accordance with the Accounting Principles, be treated as a balance sheet liability.

“Finance Party” means the Agent, the Arranger or a Lender.

“Financial Close Date” means the date on which the Agent gives notice to the Borrower pursuant to Clause 4.1(a)(Initial conditions precedent).

“Financial Indebtedness” means any indebtedness for or in respect of:

“Framework Agreement” means the framework agreement for the Project dated 19 January 2021 between the Tanzanian Government and the Borrower (formerly, and at the time of signing, called LZ Nickel Limited).

“GISTM” means the Global Industry Standard on Tailings Management published in August 2020 by the International Council on Mining and Metals, the United Nations Environment Programme and the Principles for Responsible Investment, and as further amended, modified or supplemented from time to time.

“Good Mining Practice” means the exercise of that degree of skill, care, prudence, operational and financial foresight and operating practice which would reasonably and ordinarily be expected from a skilled and experienced person engaged in (a) the same type of undertaking as the Obligors and (b) the implementation of the Project, in both cases, under the same or similar circumstances, with the exercise of skill, care, prudence, operational and financial foresight and operating practice to be substantially in accordance with internationally recognised best practices in the mining industry.

“Group” means each of the Obligors, the Borrower Holdco, Lifezone Holdings and each other Subsidiary of the Parent for the time being, including each of the entities included in the Group Structure Chart.

“Group (Project)” means each of the Obligors, the Borrower Holdco, Lifezone Holdings and each of the Services Companies.

“Group Structure Chart” means the group structure chart in the form set out in Schedule 7 (Group Structure Chart) or as otherwise in the agreed form.

“Holding Company” means, in relation to a person, any other person in respect of which it is a Subsidiary.

“IFC Performance Standards” means the International Finance Corporation’s Performance Standards on Environmental and Social Sustainability dated 1 January 2012 and which are available at www.ifc.org, as amended, modified or supplemented from time to time.

“IFRS” means international accounting standards within the meaning of the IAS Regulation 1606/2002 or UK adopted international accounting standards within the meaning of section 474(1) of the Companies Act 2006, in each case, to the extent applicable to the relevant financial statements.

“Industry Competitor” means any person or entity (and any of its Affiliates or Related Funds) which is a competitor of a member of the Group (Project) and whose business includes the construction and/or operation of Nickel mines and processing facilities and any controlling shareholder of such persons or entities.

“Initial Base Case Model” means the base case financial computer model used to produce financial and cashflow projections for the Borrower and the Project on a Monthly basis for the first three years after the final investment decision and thereafter on an annual basis, as such model shall incorporate the Life of Mine Plan and such other forecasts reasonably acceptable to the Agent and in the form provided to the Agent by the Borrower in accordance with Clause 4.1 (Initial conditions precedent).

“Initial Sources and Uses of Funds” means the Sources and Uses of Funds in the form provided to the Agent by the Borrower in accordance with Clause 4.1 (Initial conditions precedent).

“Intellectual Property” means:

“Interest Period” means, in relation to a Loan, each period determined in accordance with Clause 9 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 (Default interest).

“Interest Rate” means 9.25 per cent. per annum.

“Intra Group Loan” means:

“Intra Group Loan Agreement” means any agreement or document evidencing an Intra Group Loan.

“Legacy Companies” means:

“Legal Reservations” means:

“Lender” means:

which in each case has not ceased to be a Party as such in accordance with the terms of this Agreement.

“Life of Mine Plan” means the life of mine plan for the Project, prepared by the Borrower on the basis of the Feasibility Study, and in the form provided to the Agent by the Borrower in accordance with Clause 4.1 (Initial conditions precedent) and as amended from time to time in accordance with this Agreement.

“Lifezone Holdings” means Lifezone Holdings Limited, a company duly incorporated and existing under the laws of the Isle of Man with registration number 019856V and registered office at 2nd Floor, St Georges Court, Upper Church Street, Douglas, IM1 1EE, Isle of Man.

“Limitation Acts” means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984.

“LMA” means the Loan Market Association.

“Loan” means a loan made or to be made under the Facility or the principal amount outstanding for the time being of that loan.

“Loan to Own/Distressed Investor” means any person whose (or any of whose Affiliates’ or Related Funds’) principal business or material activity is:

“Majority Lenders” means a Lender or Lenders whose Commitments aggregate more than 66⅔ per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66⅔ per cent. of the Total Commitments immediately prior to the reduction).

“Management and Administrative Services Agreement” means the management and administrative services agreement for the Project dated 19 January 2021 between the Tanzanian Government, the Borrower (formerly, and at the time of signing, called LZ Nickel Limited), Tembo Nickel Corporation, Tembo Nickel Mining and Tembo Nickel Refining.

“Mandate Letter” means the letter dated 26 June 2025 between the Arranger and the Parent.

“Material Adverse Effect” means any change or effect which is or could reasonably be expected to be materially adverse to:

“Material Licence” means each of:

“Material Project Document” means each of:

“Material Project Party” means each person (other than a member of the Group) who is a party to the Construction Contract (Box Cut Works) or the Constructions Contract (EPCM).

“Mine” means the high-grade nickel sulphide underground mine and concentrator located at the Kabanga site in the Ngara District of the Kagera Region in northwest Tanzania comprising the ore body, deposits and stockpiles, the plant, concentrator, crushing, processing, production, storage workshop and administrative facilities, including waste dumps, tailing storage facilities, streams, ponds and dams, and all of the land, real property, all access and road infrastructure relating thereto and required to exploit the relevant deposits, conduct the Mining Operations and to complete, conduct and otherwise implement the Project, in each case as more particularly described in the Material Licences, the Feasibility Study and the Life of Mine Plan.

“Mining Code” means the Mining Act, R.E. 2019 in force in Tanzania from time to time.

“Mining Operations” means, in connection with the Mine, any and all activities of an operating nature, including exploration, extraction, mining, drilling, blasting, processing, production, maintenance, storage, transportation, disposal, delivery, sales and any other similar activity related to or incidental to such activities.

“Mining Rights” means:

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

The above rules in paragraphs (a) to (c) will only apply to the last Month of any period.

“Monthly Project Report” means each report delivered to the Agent pursuant to Clause 18.5 (Monthly Project Report).

“New Lender” has the meaning given to that term in Clause 22 (Changes to the Lenders).

“NYSE” means the New York Stock Exchange.

“Obligor” means the Borrower or a Guarantor.

“OFAC” means the Department of the Treasury’s Office of Foreign Assets Control of the United States of America.

“Operating Company” means each of Tembo Nickel Corporation, Tembo Nickel Mining and Tembo Nickel Refining.

“Original Financial Statements” means:

“Original Jurisdiction” means, in relation to an Obligor, the jurisdiction under whose laws that Obligor is incorporated and/or registered as at the date of this Agreement.

“Parent Convertible Debenture” means each of the senior unsecured convertible debentures due 27 March 2028 issued by the Parent as part of its USD 50,000,000 offering on 27 March 2024.

“Party” means a party to this Agreement.

“Permitted Reorganisation” means a solvent reorganisation (including pursuant to a liquidation or winding up) involving the business or assets of, or shares of (or other interests in), any member of the Group (Project) (which does not involve the Borrower merging with any other person) where all of the business, assets and shares of (or other interests in) the relevant member of the Group (Project) continue to be owned directly or indirectly by the Borrower in the same or a greater percentage as prior to such reorganisation, save for the shares of (or other interests in) any member of the Group (Project) which has been merged into another member of the Group (Project) or which has otherwise ceased to exist (including, for example, by way of the solvent winding up of a corporate entity) as a result of a such Permitted Reorganisation.

“Project” means the design, development, engineering, construction, equipment, testing, commissioning, management, operation and maintenance of the Mine and the conduct of the Mining Operations at Kabanga.

“Quarter Date” means each of 31 March, 30 June, 30 September and 31 December.

“Receiver” means a receiver or receiver and manager or administrative receiver of the whole or any part of the Secured Assets.

“Refinery” means the hydrometallurgical refinery, including the demonstration plant and associated infrastructure, to be located at Kahama, Tanzania and which will receive and refine ore concentrate from the Mine.

“Related Fund” in relation to a fund (the “first fund”), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

“Relevant Jurisdiction” means, in relation to an Obligor:

“Relevant Project Financing Transaction” has the meaning given to that term in Clause 7.2(c).

“Repayment Date” means 31 July 2027, as such date may be extended in accordance with and subject to Clause 6.1(b) (Repayment of Loans).

“Repeating Representations” means all of the representations set out in Clause 17 (Representations) other than Clauses 17.7 (Insolvency), 17.8 (Deduction of Tax), 17.9 (No filing or stamp taxes), 17.13 (Pari passu ranking), 17.14 (No proceedings), 17.15 (No breach of laws), 17.17 (Taxation), 17.20 (Security and Financial Indebtedness), 17.26 (No immunity), 17.27 (Private and commercial acts), 17.29 (Project Assets) and 17.30 (Project compliance).

“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

“Review Event” has the meaning given to that term in Clause 20.23 (Review Event).

“Sanctioned Person” means a person (whether or not having a legal personality) that is:

“Sanctioned Territory” means a country, region or territory that is the subject of country-wide, region-wide or territory-wide Sanctions or otherwise with which dealings are restricted or prohibited by any Sanctions.

“Sanctioned Transaction” means the use of the proceeds of the Facility, or lending, contributing or otherwise making available such proceeds to any person directly or indirectly:

“Sanctions” means the economic or financial sanctions laws, regulations, trade embargoes or other restrictive measures enacted, administered, implemented and/or enforced from time to time by any of the following (and including through any relevant Sanctions Authority):

“Sanctions Authority” means any agency or person which is duly appointed, empowered or authorised to enact, administer, implement and/or enforce Sanctions, including (without limitation) OFAC, the United States Department of State or the United States Department of Commerce and His Majesty’s Treasury.

“Sanctions Event” means the Project, any Obligor, any member of the Group, any direct or indirect shareholder of any Obligor (other than the Parent as long as the Parent remains a public company), any key personnel of any member of the Group or any Material Project Party being:

“Sanctions List” means any of the lists of designated sanctions targets maintained by a Sanctions Authority from time to time.

“SEC” means the United States Securities and Exchange Commission.

“Secured Assets” means all of the assets of the Obligors which from time to time are, or are expressed to be, the subject of the Transaction Security.

“Secured Obligations” means all obligations at any time due, owing or incurred by any Obligor to any Secured Party under the Finance Documents, whether present or future, actual or contingent (and whether incurred solely or jointly and whether as principal or surety or in some other capacity).

“Secured Parties” means each Finance Party from time to time party to this Agreement and any Receiver or Delegate.

“Securities Act” means the U.S. Securities Act of 1933, as amended from time, and the rules and regulations promulgated thereunder.

“Security” means a mortgage, charge, hypothec, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Security Agreement (Borrower Assets)” means the English law security agreement dated on or about the date of this Agreement between the Borrower as chargor, and the Agent, granting first ranking, fixed and floating charges in favour of the Secured Parties over all assets of the Borrower.

“Security Agreement (Borrower Shares)” means the English law share charge agreement dated on or about the date of this Agreement between the Borrower Holdco as chargor and the Agent, granting first ranking security in favour of the Secured Parties all shares held by it in the Borrower (being 100 per cent. at the date of this Agreement).

“Security Agreement (Borrower Shares - Permitted Minority Investor)” means the security agreement entered or to be entered into pursuant to Clause 20.23 (Review Event).

“Security Agreement (Tembo Nickel Corporation Assets)” means the Tanzanian law all asset debenture entered or to be entered into between Tembo Nickel Corporation as chargor and the Agent granting first ranking, fixed and floating charges in favour of the Secured Parties over all assets of Tembo Nickel Corporation.

“Security Agreement (Tembo Nickel Corporation Shares)” means the Tanzanian law share charge entered or to be entered into between the Borrower as chargor and the Agent granting first ranking security in favour of the Secured Parties over all shares held by it in Tembo Nickel Corporation (being 84 per cent. at the date of this Agreement).

“Security Agreement (Tembo Nickel Mining Assets)” means the Tanzanian law all asset debenture entered or to be entered into between Tembo Nickel Mining as chargor and the Agent granting first ranking, fixed and floating charges in favour of the Secured Parties over all assets of Tembo Nickel Mining.

“Security Agreement (Tembo Nickel Mining Shares)” means the Tanzanian law share charge entered or to be entered into between Tembo Nickel Corporation as chargor and the Agent granting first ranking security in favour of the Secured Parties over all shares held by it in Tembo Nickel Mining (being 99.98 per cent. at the date of this Agreement).

“Security Agreement (Tembo Nickel Refining Assets)” means the Tanzanian law share charge entered or to be entered into between Tembo Nickel Refining as chargor and the Agent granting first ranking, fixed and floating charges in favour of the Secured Parties over all assets of Tembo Nickel Refining.

“Security Agreement (Tembo Nickel Refining Shares)” means the Tanzanian law share charge entered or to be entered into between Tembo Nickel Corporation as chargor and the Agent granting first ranking security in favour of the Secured Parties over all shares held by it in Tembo Nickel Refining (being 99.98 per cent. at the date of this Agreement).

“Services Companies” means:

“Shareholders Agreement (Tembo Nickel)” means the shareholders agreement for Tembo Nickel Corporation dated 19 January 2021 between the Borrower, Tembo Nickel Corporation Holdco and the Tanzanian Government.

“Side Letter” means the letter between the Parent and the Arranger dated on or about the date of this Agreement in relation to the Facility.

“Social Law” means any law or regulation which relates to an Obligor or the Project and relates to:

“Sources and Uses of Funds” means the sheet setting out in sufficient details acceptable to the Agent the sources and uses of funds for the Project, being a summary of the annual budget for the Project and including all Capital Expenditure and operating costs for the Project, as such sources and uses are confirmed and projected until 31 December 2026 and as the same shall be updated from time to time during the Availability Period on an 18 Month rolling basis in accordance with Clause 18.4 (Base Case Model and Life of Mine Plan).

“Subordination Agreement” means a subordination agreement entered or to be entered into between any member of the Group and the Finance Parties subordinating any claims and interests of that Group member against any Obligor to the claims and interests of the Finance Parties against that Obligor, in form and substance acceptable to all of the Lenders.

“Subsidiary” means any person (referred to as the “first person”) in respect of which another person (referred to as the “second person”):

“Tanzania” means the United Republic of Tanzania.

“Tanzanian Government” means the government of Tanzania, together with each agency of such government.

“Tanzanian Security Documents” means each of:

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Tembo Nickel Corporation” means Tembo Nickel Corporation Limited, a limited liability corporation incorporated and existing under the laws of Tanzania, with registered number 149494871 and its registered office at Plot No. 344, Kimbiji House, Toure Drive, Oysterbay, P.O. Box 106119, Dar Es Salaam, Tanzania.

“Tembo Nickel Mining” means Tembo Nickel Mining Company Limited, a limited liability corporation incorporated and existing under the laws of Tanzania, with registered number 149495398 and its registered office at Plot No. 344, Kimbiji House, Toure Drive, Oysterbay, P.O. Box 106119, Dar Es Salaam, Tanzania.

“Tembo Nickel Refining” means Tembo Nickel Refining Company Limited, a limited liability corporation incorporated and existing under the laws of Tanzania, with registered number 149495460 and its registered office at Plot No. 344, Kimbiji House, Toure Drive, Oysterbay, P.O. Box 106119, Dar Es Salaam, Tanzania.

“Total Commitments” means the aggregate of the Commitments being USD 60,000,000 at the date of this Agreement.

“Transaction Document” means each Finance Document, each Warrant, each Material Licence and each Material Project Document.

“Transaction Security” means the Security created or expressed to be created in favour of the Agent pursuant to the Transaction Security Documents.

“Transaction Security Document” means:

“Transfer Certificate” means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Agent and the Borrower.

“Transfer Date” means, in relation to an assignment or a transfer, the later of:

“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents.

“Utilisation” means a utilisation of the Facility.

“Utilisation Date” means the date of a Utilisation, being the date on which the relevant Loan is to be made.

“Utilisation Request” means a notice substantially in the form set out in Schedule 3 (Utilisation Request).

“VAT” means any value added tax or any other sales tax of a similar nature imposed by law from time to time.

“Warrant Shares” means the Warrant Shares (Extension Date) and the Warrant Shares (Signing Date).

“Warrant Shares (Extension Date)” means the common shares in the share capital of the Parent, issuable upon the due exercise of the Warrants (Extension Date) in accordance with the terms thereof.

“Warrant Shares (Signing Date)” means the common shares in the share capital of the Parent, issuable upon the due exercise of the Warrants (Signing Date) in accordance with the terms thereof.

“Warrants” means the Warrants (Extension Date) and the Warrants (Signing Date).

“Warrants (Extension Date)” means each of the 1,500,000 common share purchase warrants of the Parent to be issued to the Arranger pursuant to Clause 6.1(b) (Repayment of the Loans) with an exercise period of 5 years from the issue date and an exercise price equal to 125% of the 30-day VWAP to the date (for the purposes of this definition and the definitions of “Filing Deadline” and “Effectiveness Deadline”, the “Extension Date”) on which the extension to the Repayment Date is effective in accordance with Clause 6.1(b) (Repayment of the Loans) (as adjusted pro rata for any issuance of new shares by the Parent as a result of a share split, or bonus issue or for any share consolidation from the Extension Date and during the term); provided, however, that in all cases, the exercise price of the Warrants (Extension Date) will be subject to the rules and policies of the NYSE, or if the common shares cease to be listed on the NYSE, subject to the rules and policies of any other exchange on which the common shares are traded.

“Warrants (Signing Date)” means each of the 2,500,000 common share purchase warrants of the Parent issued to the Arranger no later than the date of this Agreement with an exercise period of 5 years from the issue date and an exercise price equal to 125% of the 30-day VWAP to the Financial Close Date (as adjusted pro rata for any issuance of new shares by the Parent as a result of a share split, or bonus issue or for any share consolidation from the Financial Close Date and during the term); provided, however, that in all cases, the exercise price of the Warrants (Signing Date) will be subject to the rules and policies of the NYSE, or if the common shares cease to be listed on the NYSE, subject to the rules and policies of any other exchange on which the common shares are traded.

“$”, “USD” and “dollars” denote the lawful currency of the United States of America.

SECTION 2

THE FACILITY

Subject to the terms of this Agreement, the Lenders make available to the Borrower a dollar bridge loan facility in an aggregate amount equal to the Total Commitments.

and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

The Borrower shall apply all amounts borrowed by it under the Facility towards the payment of:

in each case, as described, and in the amounts as set out, in the Sources and Uses of Funds.

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) if on the date of each Utilisation Request and on the proposed Utilisation Date:

Subject to Clause 5.3(b) (Currency and amount), the Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisations, more than five Loans would have been advanced under the Facility.

The Borrower may not deliver a second Utilisation Request if a resale registration statement with respect to the Warrant Shares (Signing Date) has not been declared effective by the SEC by the applicable Effectiveness Deadline and remains effective at the time of such Utilisation Request.

SECTION 3

UTILISATION

The Borrower may utilise the Facility by delivery to the Agent of a duly completed Utilisation Request at least 15 Business Days prior the proposed Utilisation Date (or such shorter period agreed to by the Borrower and all of the Lenders).

The Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period.

SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION

in each case in form and substance satisfactory to the Arranger,

the Repayment Date shall be extended to 31 January 2028.

The Borrower may not reborrow any part of the Facility which is repaid.

If, (A) in any applicable jurisdiction, it becomes unlawful for any Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan or it becomes unlawful for any Affiliate of a Lender for that Lender to do so, or (B) a Sanctions Event occurs:

except in the case of a Sanctions Event which has occurred as a result of any Material Project Party becoming a Sanctioned Person or a party to a Sanctioned Transaction and provided that, the Borrower has selected a replacement for that Material Project Party, and where applicable, prepared the relevant Material Project Document, in each case, acceptable to the Lenders, within 30 days of the earlier of: (i) the Agent giving notice to the Borrower, and (ii) the Borrower becoming aware of the Material Project Party becoming a Sanctioned Person or a party to a Sanctioned Transaction, and the Borrower has executed such Material Project Document with such replacement Material Project Party no later than 90 days of the earlier of: (i) the Agent giving notice to the Borrower, and (ii) the Borrower becoming aware of the Material Project Party becoming a Sanctioned Person or a party to a Sanctioned Transaction.

The Borrower must apply each of the following amounts received by it or received by any other Obligor or member of the Group in prepayment of the Loans on the date falling 10 Business Days after receipt by it or the relevant member of the Group:

(each a “Relevant Project Financing Transaction”),

and provided that the total amount made available for utilisations under the Relevant Project Financing Transaction (individually or in aggregate) is at least [***] and the funding under the Relevant Project Financing Transaction is being provided (all or in part) for Capital Expenditure or operating costs in connection with the Project.

the Facility will be immediately cancelled and shall immediately cease to be available for further Utilisation and all Loans, accrued interest and other amounts under the Finance Documents, shall become immediately due and payable.

“Change of Control” means, in respect of Lifezone Holdings and the Borrower Holdco (each a “Relevant Entity”), the Parent ceases directly or indirectly to:

except, in each case, as a result of a Permitted Reorganisation.

If the Borrower has failed to satisfy the conditions in Clause 5.2(a)(vi) (Completion of a Utilisation Request) and issue a second Utilisation Request prior to the expiry of the Availability Period, upon the Agent notifying the Borrower:

The Borrower may, if it gives the Agent not less than 20 Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (but if part, being a minimum amount of USD 10,000,000) of the Available Facility. Any cancellation under this Clause 7.5 shall reduce the Commitments of the Lenders rateably.

the Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans or give the Agent notice of its intention to replace that Lender in accordance with paragraph (c) below.

the Borrower may, on 30 Business Days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 22 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to an Eligible Institution (as defined in paragraph (g) below) which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 22 (Changes to the Lenders) for a purchase price in cash payable at the time of the transfer in an amount equal to the outstanding principal amount of such Lender’s participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 22.8 (Pro rata interest settlement)) and other amounts payable in relation thereto under the Finance Documents.

Any prepayment of a Loan pursuant to this Agreement (other than pursuant to Clause 7.7 (Replacement or repayment and cancellation in relation to a single Lender)) shall be applied pro rata to each Lender’s participation in that Loan.

SECTION 5

COSTS OF UTILISATION

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the Interest Rate.

The Borrower shall pay accrued interest on each Loan on the last day of each Interest Period.

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

The Borrower shall pay to the Arranger an arrangement fee in the amounts and at the times agreed in the relevant Fee Letter.

SECTION 6

ADDITIONAL PAYMENT OBLIGATIONS

In this Agreement:

“Protected Party” means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document other than a FATCA Deduction.

“Tax Payment” means either the increase in a payment made by an Obligor to a Finance Party under Clause 11.2 (Tax gross-up) or a payment under Clause 11.3 (Tax indemnity).

Unless a contrary indication appears, in this Clause 11 a reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor. The Obligor, upon the request of the relevant Finance Party, agrees to repay to such Finance Party any portion of such reimbursed amount paid to such Obligor that such Finance Party is required to pay to the relevant governmental agency and agrees to pay any interest, penalties or other charges paid by such Finance Party as a result of, or related to, such payment to such governmental agency. No Finance Party shall be under any obligation to arrange its tax affairs in any particular manner so as to claim any Tax Credit.

The Borrower shall pay and, within five Business Days of demand, indemnify each Secured Party and Arranger against any cost, loss or liability that Secured Party or Arranger incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

that Obligor shall as an independent obligation, within five Business Days of demand, indemnify the Arranger and each other Secured Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

The Borrower shall promptly on demand pay the Agent and the Arranger the amount of all costs and expenses (including legal fees) reasonably incurred by any of them (and, in the case of the Agent, by any Receiver or Delegate) in connection with the negotiation, preparation, printing, execution and perfection of:

If:

the Borrower shall, within ten Business Days of demand, reimburse the Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by the Agent (and by any Receiver or Delegate) in responding to, evaluating, negotiating or complying with that request or requirement.

shall be approved in advance by the Borrower (acting reasonably).

the Borrower shall pay to the Agent any additional remuneration that may be agreed between them or determined pursuant to paragraph (b) below.

The Borrower shall, within three Business Days of demand, pay to the Arranger and each other Secured Party the amount of all costs and expenses (including legal fees) incurred by it in connection with the enforcement of, or the preservation of any rights under, any Finance Document and the Transaction Security and any proceedings instituted by or against the Agent as a consequence of taking or holding the Transaction Security or enforcing these rights.

SECTION 7

GUARANTEE

Each Guarantor irrevocably and unconditionally jointly and severally:

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any extension of payment, intermediate payment or discharge in whole or in part.

If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Guarantor under this Clause 16 will continue or be reinstated as if the discharge, release or arrangement had not occurred.

The obligations of each Guarantor under this Clause 16 will not be affected by an act, omission, matter or thing which, but for this Clause 16, would reduce, release or prejudice any of its obligations under this Clause 16 (without limitation and whether or not known to it or any Finance Party) including:

Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person (including the Borrower) before claiming from that Guarantor under this Clause 16. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 16:

If a Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Finance Parties and shall promptly pay or transfer the same to the Agent or as the Agent may direct for application in accordance with Clause 27 (Payment mechanics).

If any Guarantor (a “Retiring Guarantor”) ceases to be a Guarantor in accordance with the terms of the Finance Documents for the purpose of any sale or other disposal of that Retiring Guarantor then on the date such Retiring Guarantor ceases to be a Guarantor:

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.

“Discharge Date” means the first date on which all Secured Obligations have been fully and finally discharged to the satisfaction of the Agent, whether or not as the result of an enforcement, and the Finance Parties are under no further obligation to provide financial accommodation to any of the Obligors under the Finance Documents.

“Distress Event” means any of (aa) the Agent exercising any of its rights under Clause 21.24 (Acceleration) or (bb) the enforcement of any Transaction Security.

“Enforcement Action” means:

except that the taking of any action falling within paragraphs (i)(F) or (iv) above which is necessary (but only to the extent necessary) to preserve the validity, existence or priority of claims in respect of Intra Group Liabilities, including the registration of such claims before any court or governmental authority and the bringing, supporting or joining of proceedings to prevent any loss of the right to bring, support or join proceedings by reason of applicable limitation periods, shall not constitute “Enforcement Action”.

“Insolvency Event” means, in relation to an Obligor, any of the events specified in Clauses 21.6 (Insolvency) or 21.7 (Insolvency proceedings).

“Intra Group Liabilities” means the liabilities owed by any Obligor to any other Obligor in connection with any Intra Group Loan.

that Obligor will:

and if, for any reason, any of the trusts expressed to be created in this Clause should fail or be unenforceable, the affected Obligor will promptly pay or distribute an amount equal to that receipt or recovery to the Agent to be held on trust by the Agent for application in accordance with Clause 27.5 (Partial payments).

SECTION 8

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

Each Obligor makes the representations and warranties set out in this Clause 17 to each Finance Party on the date of this Agreement.

Subject to the Legal Reservations:

The entry into and performance by it of, and the transactions contemplated by, the Transaction Documents and the granting of the Transaction Security do not and will not conflict with:

have been obtained, effected, done, fulfilled or performed and are in full force and effect except (A) any Authorisation or other act, condition or thing referred to in Clause 17.9 (No filing or stamp taxes), which will be promptly obtained, effected, done, fulfilled or performed after the date of this Agreement and (B) such customary post-closing notices or filings required to be submitted within the applicable time frame pursuant to the Exchange Act, the Securities Act or any other applicable securities laws, in connection with the issuance of the Warrants.

have been obtained and are in full force and effect.

No:

has been taken or, to its knowledge, threatened in relation to a member of the Group and none of the circumstances described in Clause 21.6 (Insolvency) applies to a member of the Group.

It is not required to make any Tax Deduction (as defined in Clause 11.1 (Definitions)) from any payment it may make under any Finance Document, except for any payment made to a Finance Party by a Guarantor incorporated in Tanzania.

Under the law of its Relevant Jurisdictions it is not necessary that the Transaction Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Transaction Documents or the transactions contemplated by the Transaction Documents except:

which registrations, filings, taxes and fees will be made and paid promptly after the date of the relevant Transaction Document and in any event within any period prescribed by applicable law.

Its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

except, in each case, in respect of any member of the Group which is not a member of the Group (Project) if the occurrence of such circumstance does not and is not reasonably expected to have a Material Adverse Effect.

The Transaction Security has or will have the ranking in priority which it is expressed to have in the Transaction Security Documents and it is not subject to any prior ranking or pari passu ranking Security.

It and each member of the Group (Project) has a good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to implement the Project and to carry on its business as presently conducted.

Each of the Obligors and the Borrower Holdco is the sole legal and beneficial owner of the respective assets over which it purports to grant Security free from any claims, third party rights or competing interests other than Security permitted under paragraph (c) of Clause 20.3 (Negative pledge).

that any Finance Party should be licensed, qualified or otherwise entitled to carry on business in any of its Relevant Jurisdictions.

In any proceedings taken in its jurisdiction of incorporation in relation to the Finance Documents to which it is a party, no member of the Group (Project) will be entitled to claim for itself or any of its assets immunity from suit, execution, attachment or other legal process.

The execution of the Finance Documents constitutes, and the exercise of its rights and performance of its obligations thereunder will constitute, private and commercial acts done and performed for private and commercial purposes.

No Capital Expenditure, operating expenditure or any other costs or expenses have been incurred, or committed to be incurred, by any member of the Group in relation to the Project or otherwise other than as expressly set out and included in the Sources and Uses of Funds.

It and each of its Subsidiaries:

The Repeating Representations are deemed to be made by each Obligor by reference to the facts and circumstances then existing on the date of each Utilisation Request and the first day of each Interest Period.

The undertakings in this Clause 18 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

The Borrower shall supply to the Agent in sufficient copies for all the Lenders:

Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

The Borrower must supply to the Agent no later than the date falling 15 Business Days after the end of each Month (commencing in the Month on which the first Utilisation occurs), a monthly Project construction and operations report in respect of the relevant Month (in a form approved by the Agent on or before the date of this Agreement or at any time thereafter), such report to include management accounts for the Borrower and details of the application of Facility amounts during the period, compliance with the Environmental and Social Standards together with an update to any Environmental or Social Matters (if any) identified in any previous Monthly Project Report and an update to the Sources and Uses of Funds.

together in each case with details of the actions which the Borrower has taken, is taking or intends to take in order to rectify such non-compliance alongside timeframes for such rectification;

Unless such disclosure would constitute a breach of any applicable law or regulation, the Borrower shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests):

The Borrower shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests):

The Parent shall not and no other Obligor will change its auditors from those retained by it as at the date of this Agreement except with the consent of the Majority Lenders (which consent shall not be unreasonably withheld).

The Parent shall procure that the end of each annual accounting period of each member of the Group falls on 31 December.

obliges the Agent or any Lender (or, in the case of paragraph (iii) above, any prospective new Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in paragraph (iii) above, on behalf of any prospective new Lender) in order for the Agent, such Lender or, in the case of the event described in paragraph (iii) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

“Exceptional Items” means any exceptional, one off, non-recurring or extraordinary items.

The undertakings in this Clause 20 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

Each Obligor shall (and the Parent shall ensure that each other member of the Group (Project) will) promptly obtain, comply with and do all that is necessary to maintain in full force and effect (and supply certified copies to the Agent) of:

Each Obligor shall (and the Parent shall ensure that each other member of the Group (Project) will) comply in all respects with all laws, including without limitation the Mining Code, to which it may be subject, if failure so to comply would materially impair its ability to perform its obligations under the Transaction Documents.

In this Clause 20.3, “Quasi-Security” means an arrangement or transaction described in paragraph (b) below.

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

excluding, in each case, any Security or Quasi-Security under a credit support arrangement in relation to a hedging transaction;

No Obligor (and the Parent shall ensure that no other member of the Group (Project)) shall enter into any transaction with any person except on arm’s length terms and for full market value.

each of the above being for the purposes of this Clause 20.8, a “Distribution”.