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SEC filingLifezone Metals Limited secured lender waivers for conditions precedent to the second drawdown of its Bridge Loan Facility, contingent upon amending the Framework Agreement and issuing warrants if conditions are not met within 90 days.
Lifezone Metals Limited announced that its subsidiary, Kabanga Nickel Limited, secured necessary waivers from Taurus Mining Finance Fund No. 2, L.P. regarding the second drawdown under the Bridge Loan Facility Agreement dated August 8, 2025. The waivers address the failure to meet specific conditions precedent, specifically the amendment of the Framework Agreement with the Tanzanian Government and the amendment of Articles of Association for Tembo Nickel Mining and Tembo Nickel Refining, prior to the utilization request date.
The waiver for the Framework Agreement amendment is conditional upon the Borrower completing the amendment within 90 days of the second Utilisation date. If this 'Framework Amendment Long Stop Date' is missed, Lifezone Metals Limited (the Parent) is obligated to issue 500,000 common share purchase warrants to the Original Lender. These warrants will have a 5-year exercise period and an exercise price set at a 25% premium to the 30-day volume-weighted average price (VWAP). This provision introduces potential dilution for existing shareholders if the company fails to finalize the government agreement within the stipulated timeframe. The Borrower anticipates the Deed of Amendment to the Framework Agreement will be executed by the Tanzanian Government in March 2026.
Additionally, the facility agreement was amended to modify the definition of 'Permitted Minority Investor,' allowing individual investors to hold up to 35% of the Borrower's share capital. Concurrently, Orion Critical Minerals Consortium was added as a Permitted Minority Investor. The waiver for the Articles of Association amendment requires compliance before the third Utilisation or by September 30, 2026, whichever is earlier. The agreement was executed by Chris Showalter on behalf of Kabanga Nickel Limited and Lifezone Metals Limited, and acknowledged by Tim Woolaver on behalf of Taurus Mining Finance Fund No. 2, L.P.