Lifezone Metals Limited announced that it has signed a binding subscription agreement and a non-brokered private placement led by new individual investors Harry Lundin and Rick Rule to issue convertible debentures for the gross proceeds of $50,000,000 on March 21, 2024. The debentures bear interest at a rate of the Secured Overnight Financing Rate plus 4% per annum, subject to a SOFR floor of 3%. Current SOFR is approximately 5.3%.

During the 48-month term, the debentures can be redeemed early by company, subject to the achievement of certain conditions, at a price of 105% plus interest otherwise payable to the maturity date. Interest is payable quarterly via a mix of cash and shares during the first two years and all in cash during the last two years. The debentures are convertible into common shares of company at the option of the holder.

The conversion price will be determined on the closing date based on the lesser of a 30% premium to a trailing period VWAP and $8.00 per share, and is subject to customary adjustments. Mandatory conversion can occur if company?s share price is greater than 50% above the conversion price for any 15 trading days within a 30 consecutive trading days period. Closing and issuance of the convertible debentures is subject to customary closing conditions.

The convertible debentures referred to in this notice have not been and will not be registered under the United States Securities Act of 1933.