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Significant Related Party Transactions | 12 Months Ended
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Dec. 31, 2023
Significant Related Party Transactions [Abstract] |
Significant related party transactions | 22. Significant related party transactions Related Party relationships with shareholders with significant influence The three founding shareholders of Lifezone and members of their immediate family are related parties, some with significant influence over the affairs of Lifezone. Keith Liddell and family, Chris von Christierson and family, and Peter Smedvig, personally and via various investment companies and trusts collectively held approximately 63.0% of the outstanding Lifezone shares as of December 31, 2023. The three founding shareholders (including the members of their immediate families) are long-term financial supporters of the business and are not considered to be related to each other and are not considered to control or jointly control the financial and operating policy decisions of Lifezone. Lifezone has no commercial relationships with Peter Smedvig’s beyond his shareholding in Lifezone and no compensation or transfer of resources took place during the reporting period with Peter Smedvig and known family members. The Liddell family holdings are in aggregate approximately 30.7% of all outstanding Lifezone shares as of December 31, 2023, making him and members of his immediate family related parties with significant influence over the affairs of Lifezone. Keith Liddell was the Chairman of Lifezone Holdings until the listing at the NYSE, when he became the Chairman of Lifezone. Keith Liddell is also retained as a consultant to provide metallurgical engineering services to Lifezone in matters related to metals recovery and the design, engineering, commissioning, and operation of Lifezone’s metals and minerals projects. This commercial agreement between Lifezone and Keith Liddell replaced an earlier agreement with Keshel Consult Limited, which was terminated on June 30, 2023, and replaced with a commercial agreement between Lifezone and Keith Liddell directly with effect from July 1, 2023. His children, Simon Liddell and Natasha Liddell are employees of Lifezone Asia-Pacific Pty Ltd. Simon Liddell is a director of the company Lifezone Asia-Pacific, and Natasha Liddell is a member of the Executive Committee. Keith’s stepson, Charles Liddell, has an IT consultancy agreement with KNL. Keith Liddell’s wife Shelagh Jane Liddell also holds shares and has not received compensation during the reporting period and has no commercial agreement with Lifezone. Natasha Liddell informed Lifezone that she will be departing from her role, effective February 16, 2024. Chris von Christierson was a director at various group companies but resigned as a non-executive director from the boards of Lifezone Holdings, Lifezone Limited and KNL with effect from August 31, 2023. He no longer holds any directorships with any group company. The holdings in trusts where family members of Chris von Christierson are beneficiaries are classified as true trust holdings managed by professional trustees, making Chris von Christierson and close family members not related parties with significant influence. His son, Anthony von Christierson, is employed by Lifezone Metals. Refer to Related party expenses table for payments made under the above agreements. Directorships as at December 31, 2023
Name of entity |  | Type |  | Keith Liddell |  | Simon Liddell
Lifezone Asia-Pacific Pty Ltd |  | Subsidiary |  | ● |  | ●
Simulus Pty Ltd |  | Subsidiary |  | ● |  |
The Simulus Group Pty Ltd |  | Subsidiary |  | ● |  |
Kabanga Holdings Limited |  | Subsidiary |  | ● |  |
Romanex International Limited |  | Subsidiary |  | ● |  |
Tembo Nickel Mining Company Limited |  | Subsidiary |  | ● |  |
Tembo Nickel Refining Company Limited |  | Subsidiary |  | ● |  |
Tembo Nickel Corp. Limited |  | Subsidiary |  | ● |  |
Resignations and appointments for the year ended December 31, 2023. Chris von Christierson resigned on August 31, 2023, from:
| ● | Lifezone Holdings Limited,
| ● | Lifezone Limited,
| ● | Kabanga Nickel Limited,
| ● | KellTech Limited.
| ● | Tembo Nickel Mining Company Limited,
| ● | Tembo Nickel Refining Company Limited; and
| ● | Tembo Nickel Corp. Limited.
Natasha Liddell resigned on September 11, 2023, from:
| ● | Lifezone Holdings Limited; and
| ● | Lifezone Limited.
Keith Liddell resigned on September 11, 2023, from:
| ● | Lifezone Holdings Limited,
| ● | Lifezone Limited,
| ● | LZ Services Limited,
| ● | Kabanga Nickel Limited,
| ● | Kelltech Limited; and
| ● | Kelltechnology South Africa (RF) (Pty) Ltd.
Keith Liddell was appointed on July 6, 2023, as a director of Lifezone Metals Limited. Keith Liddell was appointed on July 18, 2023, as a director of:
| ● | Simulus Pty Ltd; and
| ● | The Simulus Group Pty Ltd.
Directors’ fees Lifezone Metals Limited had a Directorship agreement with Keith Liddell as a Director of Lifezone Metals Limited. For the six (6) months ending December 31, 2023, Keith Liddell, was paid $55,000 (December 31, 2022: $Nil). This agreement with Keith Liddell was terminated on August 31, 2023. Lifezone Limited had a Directorship agreement with Keith Liddell as a Director of Lifezone Limited, a wholly owned subsidiary of Lifezone, For the year ended December 31, 2023, Keith Liddell, was paid $19,583 (December 31, 2022: $29,375). This agreement with Keith Liddell was terminated on August 31, 2023. Kabanga Nickel Limited had a Directorship agreement with Keith Liddell as a Director of Kabanga Nickel Limited, a wholly owned subsidiary of Lifezone, For the year ended December 31, 2023, Keith Liddell, was paid $19,583 (December 31, 2022: $29,375). This agreement with Keith Liddell was terminated on August 31, 2023. Natasha Liddell was a non-paid Director of Lifezone Holdings and Lifezone Limited before resigning on September 11, 2023. Transactions with significant shareholders and their extended families Lifezone had a commercial agreement with Keshel Consult Limited for the engagement of Keith Liddell as a technical consultant of LZL. This commercial agreement between Lifezone and Keshel Consult Limited was terminated on June 30, 2023, and replaced with a commercial agreement between Lifezone and Keith Liddell directly with effect from July 1, 2023. Mr. Charles Liddell (stepson of Mr. Keith Liddell) is the owner / partner in the Australian firm Integrated Finance Limited for the provision of information technology services to KNL. The agreement was modified as of December 31, 2023, and the amounts that will be paid will be reduced in 2024. Ms. Natasha Liddell (the daughter of Mr. Keith Liddell) was a paid employee of Lifezone Asia-Pacific. Natasha Liddell resigned as an effective on February 16, 2024. Mr. Simon Liddell (the son of Mr. Keith Liddell) is a paid employee of Lifezone Asia-Pacific Pty Ltd. He is Vice President Mining and has extensive underground mining experience, having joined from Gold Fields in Australia in 2022. Lifezone Limited had a commercial agreement with Southern Prospecting (UK) Limited for the engagement of Chris von Christierson as a consultant of LZL, in respect of mining projects and management. This commercial agreement with Southern Prospecting (UK) Limited was terminated on August 31, 2023. Lifezone Limited had a commercial agreement with Transition Resources Limited for the engagement of Anthony von Christierson as a consultant of LZL. This commercial agreement with Transition Resources Limited was terminated on July 31, 2023. As of August 1, 2023, Anthony von Christierson is an employee of LZSL, as Senior Vice President: Commercial and Business Development. Lifezone had a commercial agreement with Fugue Pte Limited for the engagement of Mike Adams as a technical consultant of Lifezone Limited. This commercial agreement between Lifezone and Fugue Pte Limited was terminated on June 30, 2023. Lifezone had a commercial agreement with Airvolution Co., an entity controlled by Mike Adams with effect from November 16, 2022. Refer to related party expenses table for payments made under the above agreements. Related party loans From the time of the NYSE listing Lifezone has a policy not to provide personal loans to directors or members of the Executive Committee. Lisa Smith, an employee and shareholder, who is not a director or officer and is not considered holding significant influence over Lifezone, has a loan of $75,000 with KNL. As at December 31, 2023, this was outstanding and is expected to be repaid before December 31, 2024. Remuneration of key management personnel
|  | 2023 |  |  | 2022 |  |  | 2021 |
|  | $ |  |  | $ |  |  | $ |
Short-term employee benefits |  |  | 3,651,073 |  |  |  | 2,554,359 |  |  |  | 644,550 |
Short-term employee bonuses |  |  | 512,524 |  |  |  | 2,137,721 |  |  |  | 3,750,546 |
Post-employment pension and medical benefits |  |  | 125,591 |  |  |  | 361,955 |  |  |  | - |
Total compensation paid |  |  | 4,289,187 |  |  |  | 5,054,035 |  |  |  | 4,395,096 |
Share-based payments to key management personnel
|  | 2023 |  |  | 2022 |  |  | 2021 |
|  | $ |  |  | $ |  |  | $ |
Share-based expense - Lifezone Holdings shareholder earnout |  |  | 110,611,407 |  |  |  | - |  |  |  | - |
Share-based payment expense - share options |  |  | - |  |  |  | - |  |  |  | 328,326 |
Share-based payment expense - restricted stock units |  |  | - |  |  |  | - |  |  |  | 9,525,000 |
The amounts disclosed in the above relate to employee expenses incurred during the reporting period in connection to the employment of and existing consulting agreements entered into with key management personnel as listed following:
Keith Liddell | Chairman
Chris Showalter | Chief Executive Officer
Ingo Hofmaier | Chief Financial Officer (joined June 29, 2023)
Dr Michael Adams | Chief Technology Officer
Gerick Mouton | Chief Operating Officer
Benedict Busunzu | Tembo Nickel Chief Executive Officer
Spencer Davis | Group General Counsel (joined March 1, 2023)
Natasha Liddell | Chief Sustainability Officer (resigned February 16, 2024)
Anthony von Christierson | Senior Vice President: Commercial and Business Development
Evan Young | Senior Vice President: Investor Relations and Capital Markets (joined October 10, 2023)
Related party revenue Lifezone had sales to related parties as follows for the period ended:
|  | December 31, |  |  | December 31, |  |  | December 31, |
|  | 2023 |  |  | 2022 |  |  | 2021 |
|  | $ |  |  | $ |  |  | $ |
Transactions with affiliated companies |  |  |  |  |  |  |  |  |
Kellplant Proprietary Ltd |  |  | 129,680 |  |  |  | 1,510,830 |  |  |  | 1,466,825 |
Kelltechnology SA Proprietary Ltd |  |  | 684,407 |  |  |  | 1,344,039 |  |  |  | 625,750 |
Consulting and management fee revenue |  |  | 814,087 |  |  |  | 2,854,869 |  |  |  | 2,092,575 |
Revenue is attributable to hydromet consulting related to mineral beneficiation operations of affiliated companies and technical and laboratory services provided by Simulus to an array of customers. The affiliated entities are joint venture entities of Lifezone. Lifezone Limited has a 50% interest in Kelltech Limited, a joint venture with Sedibelo Resources Limited. Lifezone Limited has an indirect 33.33% interest in KTSA , a subsidiary of Kelltech Limited, and Kellplant Proprietary Ltd (“Kellplant”), a wholly owned subsidiary of KTSA as disclosed in detail in Note 28. Lifezone incurred consultancy fees and paid bonuses related to consulting agreements entered into with related parties as follows: Consultancy fees and Bonuses
Engagement Party |  | Related Person |  | Engagement with |  | 2023 |  |  | 2022 |  |  | commenced |  | ended
Transition Resources Limited * |  | Anthony von Christierson |  | Lifezone Limited |  |  | 163,193 |  |  |  | 479,702 |  |  | March 21, 2022 |  | July 31, 2023
Fugue Pte Limited |  | Mike Adams |  | Lifezone Limited |  |  | - |  |  |  | 279,608 |  |  | April 15, 2022 |  | June 30, 2022
Airvolution Co. Limited |  | Mike Adams |  | Lifezone Limited |  |  | 625,935 |  |  |  | 810,810 |  |  | November 16, 2022 |  | -
LZ Advisory LLC |  | Christopher Showalter |  | Lifezone Limited |  |  | 957,682 |  |  |  | 951,720 |  |  | March 15, 2022 |  | -
Southern Prospecting (UK) Limited |  | Chris von Christierson |  | Lifezone Limited |  |  | 68,819 |  |  |  | 87,588 |  |  | April 3, 2019 |  | August 31, 2023
Keshel Consult Limited |  | Keith Liddell |  | Lifezone Limited |  |  | 391,735 |  |  |  | 1,135,157 |  |  | March 15, 2022 |  | June 30,2023
Keith Liddell |  | Keith Liddell |  | Lifezone Limited |  |  | 132,048 |  |  |  | - |  |  | July 7, 2023 |  | -
Integrated Finance WA PTY Ltd |  | Charles Liddell |  | Lifezone Limited |  |  | 37,345 |  |  |  | 41,195 |  |  | March 23, 2022 |  | -
Newvision Metals PTE. Limited |  | Gerick Mouton |  | Lifezone Limited |  |  | 425,000 |  |  |  | 435,956 |  |  | June 2, 2022 |  | -
EJMY Consulting |  | Evan Young |  | Lifezone Limited |  |  | 42,117 |  |  |  | - |  |  | October 10, 2023 |  | -
|  |  |  |  |  |  | 2,843,873 |  |  |  | 4,221,735 |  |  |  |  |
Wages and Bonuses |  |  |  |  |  |  |  |  |  |
Natasha Liddell |  | Lifezone Asia-Pacific Pty Ltd |  |  | 320,195 |  |  |  | 572,829 |
Simon Liddell |  | Lifezone Asia-Pacific Pty Ltd |  |  | 284,047 |  |  |  | 502,259 |
Anthony von Christierson ** |  | LZ Services Limited |  |  | 122,386 |  |  |  | - |
|  |  |  |  | 726,628 |  |  |  | 1,075,088 |
| * | Up to July 2023
| ** | Since August 2023
Related party receivables Lifezone had receivables due from related parties as at:
|  | December 31, |  |  | December 31, |
|  | 2023 |  |  | 2022 |
|  | $ |  |  | $ |
Balances with affiliated entities |  |  |  |  |  |
BHP Billiton (UK) DDS Limited |  |  | - |  |  |  | 211,099 |
Kelltechnology SA Proprietary Ltd |  |  | 1,433,243 |  |  |  | 748,836 |
Other receivables |  |  | 1,433,243 |  |  |  | 959,935 |
Balances with management personnel |  |  |  |  |  |  |  |
Related party receivables - Interest free |  |  | 75,000 |  |  |  | 375,000 |
Related party receivables - Interest bearing |  |  | - |  |  |  | 280,683 |
|  |  | 75,000 |  |  |  | 655,683 |
Receivables from affiliated entities Relate to short term services to and payments on behalf of affiliated entities and are considered provided at arm’s length. Balances with management personnel Related party receivables - Interest free In 2020, Lifezone provided loans to shareholders who were working for the Lifezone amounting to $375,000. As of December 31, 2023, a loan to Lisa Smith of $75,000 was still outstanding. The loans with employees and consultants of Lifezone are interest free and repayable on demand and are not considered arm’s length. Related party receivables - Interest bearing In 2018, Lifezone provided unsecured interest-bearing loan to Chris Showalter based on a SONIA (2021: LIBOR), plus 3%, which was repayable on demand and considered arm’s length. For the year ended December 31, 2023, interest amounted to $6,841 (2022 $10,137). There was no interest-bearing loan outstanding as at December 31, 2023, following the repayment of the loan and interest on July 5, 2023. Related party payables
|  | December 31 |  |  | December 31 |
|  | 2023 |  |  | 2022 |
|  | $ |  |  | $ |
Balances with management personnel |  |  |  |  |  |
Related party payables |  |  | 132,048 |  |  |  | - |
|  |  | 132,048 |  |  |  | - |
Related party payables Relate to short term services payments and are considered provided at arm’s length. The amount above relates to services provided by Keith Liddell to Lifezone Limited for the period September to December 2023 not paid as at December 31, 2023. Related party share-based payments Lifezone granted restricted stock units and earnouts to key management personnel as described in detail in Note 25.

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