Kabanga Resettlement Review Cuts Lifezone's BHP Payment Cap by US$8 Million

Lifezone Metals has secured an automatic US$8 million reduction in the cap on consideration payable to BHP, after an independent expert confirmed that the Kabanga Nickel Project's Resettlement Action Plan remains materially aligned with International Finance Corporation Performance Standard 5. The review was required under the July 2025 agreement to acquire BHP's 17% equity interest in Kabanga Nickel Limited, and was undertaken in August and September 2026. The deferred consideration still comprises a fixed payment and a contingent payment indexed to Lifezone's share price.

Company Overview

Lifezone Metals (NYSE: LZM) is focused on delivering cleaner and more responsible metals production and recycling through its proprietary Hydromet Technology, which the company states offers the potential for lower energy consumption, lower emissions, and lower-cost metals production compared to traditional smelting. Its flagship Kabanga Nickel Project in Tanzania is being developed alongside this technology to unlock a new source of nickel, copper, and cobalt for global battery metals markets while supporting in-country beneficiation for Tanzania. Through a US-based recycling partnership, the company is also working towards applying the same technology to recover platinum, palladium, and rhodium from responsibly sourced spent automotive catalytic converters, supporting a circular economy for precious metals.

Independent Review Confirms Resettlement Alignment

Lifezone Metals announced on October 7, 2026, a US$8 million reduction in the cap on consideration payable to BHP Billiton (UK) DDS Limited (BHP). The reduction follows an independent expert review confirming that the Kabanga Nickel Project's Resettlement Action Plan (RAP) has remained materially aligned with the International Finance Corporation's Performance Standard 5 (IFC PS5).

Ed O'Keefe of Synergy Global Consulting served as the RAP expert and conducted the review in August and September 2026. After a desktop review and a site visit, O'Keefe confirmed in a detailed report that the RAP has continued to be prepared, developed and implemented in all material respects in alignment with the core objectives of IFC PS5.

Chief Executive Officer of Lifezone Metals, Chris Showalter, said the confirmation reflects how the company is approaching development at Kabanga:

"This confirmation reflects the care and discipline being applied as we progress, and the strength of our approach to responsible project development at Kabanga. We remain committed to meeting international standards, maintaining constructive community engagement, and advancing the project in a way that creates long-term value for all stakeholders."

How the Reduction Was Triggered

Lifezone's July 2025 definitive agreement with BHP to acquire BHP's 17% equity interest in Kabanga Nickel Limited included a RAP assessment provision. After a 12-month period, Lifezone was required to obtain independent verification that the RAP had been prepared, developed, and implemented in material alignment with IFC PS5 objectives. The verification also had to assess the effectiveness of measures designed to mitigate identified impacts and risks.

The RAP expert's determination, made under the terms of the definitive agreement, resulted in an automatic US$8 million reduction in the cap on consideration payable to BHP.

Consideration Still Payable to BHP

Consideration payable to BHP comprises two deferred cash payments. The first is a fixed payment of US$10 million. The second is a contingent payment based on a reference amount of US$28 million, indexed to Lifezone's share price. Lifezone did not specify how the US$8 million reduction applies across the two payments.

Next Steps

The fixed US$10 million payment falls due on the earlier of 12 months after the Final Investment Decision on the Kabanga Nickel Project or Lifezone raising US$250 million in aggregate funding. The contingent payment falls due 12 months after first commercial production.