Exhibit 10.3

Certain information has been omitted from the Exhibit 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

Share Purchase Agreement

relating to the Kabanga Nickel Project

Dated 18 July 2025

BHP Billiton (UK) DDS Limited

and

Lifezone Limited

and

Lifezone Metals Limited

and

Lifezone Holdings Limited

and

Kabanga Nickel Limited

Table of Contents

Share Purchase Agreement

This Agreement is made on 18 July 2025

between:

Whereas:

It is agreed as follows:

In this Agreement, unless the context otherwise requires, the provisions in this Clause 1 (Interpretation) apply:

“Affiliates” means, in relation to any person, any subsidiary undertaking or parent undertaking of that person and any subsidiary undertaking of any such parent undertaking, and “Affiliate” means any of them;

“Aggregate Consideration” has the meaning given in Clause 3.1;

“Agreed Terms” means, in relation to a document, such document in the terms agreed between the Seller and the relevant Lifezone Party and initialled for identification by the Purchaser’s Lawyers and the Seller’s Lawyers, with such alterations as may be agreed in writing between the Seller and the relevant Lifezone Party from time to time;

“Anti-Corruption Laws” means: (i) for all parties, the Law relating to combating bribery and corruption of Tanzania, the Foreign Corrupt Practices Act of the United States of America, the UK Bribery Act 2010, the Criminal Code Act 1995 (Cth) of Australia and/or the principles of the Organization for Economic Co-operation and Development Convention on Combating Bribery of Foreign Public Officials in International Business Transactions; and (ii) for each of the parties, the Law relating to combating bribery and corruption in the countries of each such party’s place of incorporation, principal place of business and/or place of registration as an issuer of securities, and/or in the countries of each such party’s ultimate parent company’s place of incorporation, principal place of business and/or place of registration as an issuer of securities;

“BHP Person” means the Seller, each member of the Seller’s Group and its (or their) respective employees, officers and directors;

“Business Day” means a day which is not a Saturday, a Sunday or a public holiday in the United Kingdom or the United States;

“Closing” means the completion of the sale of the Shares pursuant to Clauses 4.1 and 4.2 of this Agreement;

“Closing Date” means the date of this Agreement;

“Computational Matters” means any matters or events concerning the calculation or determination of the 10-Day VWAP, 10-Day Alternative VWAP, the volume-weighted average price specified in paragraphs 3.1.2(iii) or 3.1.4 of Schedule 3 (Acceleration), or any Adjustment Event and required adjustment to the Reference Share Price in accordance with Schedule 4 (Adjustment Events) or any necessary adjustment to any volume-weighted average price of a Lifezone Metals ordinary share in accordance with paragraph 4 of Schedule 4 (Adjustment Events), and “Computational Matter” shall mean any one of them;

“Consideration Cap” means either:

“CTA 2010” means Corporation Tax Act 2010;

“Dispute” means any dispute, controversy or claim arising out of, relating to or in connection with:

“Encumbrance” means any claim, charge, mortgage, lien, option, equitable right, power of sale, pledge, hypothecation, retention of title, right of pre-emption, right of first refusal or other third party right or security interest of any kind or an agreement, arrangement or obligation to create any of the foregoing;

“Expert” means any independent internationally recognised investment bank appointed or nominated pursuant to paragraph 1 of Schedule 5 (Expert) in relation to any Computational Matter;

“FID Event” means the earlier of the following events:

“FID Milestone Date” means the date that is twelve (12) months following the date on which the FID Event first occurred (whether or not notified by any Lifezone Party pursuant to Clause 7.1);

“FID Payment Amount” means US$10,000,000;

“First Commercial Production Event” means any of the following events:

provided further that, for the purposes of determining whether a First Commercial Production Event has occurred, the 13,700 metric ton amount specified in limb (a) above shall be automatically adjusted downwards on a pro-rata basis assuming that the annual mine throughput of the Project decreases from 3.4 million metric tons per annum. By way of illustrative example, if the annual mine throughput of the Project decreases from 3.4 million metric tons to 2.72 million metric tons per annum, then the relevant metric ton amount in limb (a) above shall automatically decrease from 13,700 metric tons to 10,960 metric tons;

“First Commercial Production Milestone Date” means the later of: (i) the date that is twelve (12) months following the date on which the First Commercial Production Notice was delivered pursuant to Clause 8.2.1; and (ii) the date that is ten (10) Business Days following the date on which any Computational Matters are agreed between the parties or otherwise determined by the Expert so as to permit the determination of the First Commercial Production Payment Amount, in accordance with the terms of this Agreement;

“First Commercial Production Notice” has the meaning given in Clause 8.2.1;

“First Commercial Production Payment Amount” means an amount (expressed in United States Dollars) indexed to the share price of Lifezone Metals and calculated in accordance with the terms of this Agreement;

“Framework Agreement” means the framework agreement in respect of the Project entered into between the Company and the GoT (represented by the Ministry of Minerals) on 19 January 2021 (as amended, supplemented, modified, restated or novated from time to time);

“GoT” means the government of the United Republic of Tanzania;

“Governmental Authorities” means any competition, antitrust, anti-corruption, sanctions, anti-money laundering, counter-terrorism financing, foreign investment, national, supranational or supervisory or other government, governmental (whether trade, administrative, statutory or regulatory) bodies, agencies, commissions or authorities or any courts, tribunals, arbitral or judicial bodies, including any Tax Authorities and any governmental department, and “Governmental Authority” means any of them;

“Group” means the Purchaser and its holding companies and subsidiaries and any subsidiary undertaking of any such holding company from time to time;

“IFC PS5” has the meaning given in Clause 6.1;

“Indemnified Losses” has the meaning given in Clause 9.1;

“Kell Process” means the hydrometallurgical process developed for the extraction of platinum group metals that requires significantly less electrical energy than the current conventional matte smelting process;

“Law” means all applicable legislation, statutes, directives, regulations, ordinances, decisions, licences, permits, consents, decrees, notices, instructions, policies, orders, judgments, decisions, by-laws and other applicable legislative measures or decisions, treaties, conventions and other agreements between states, or between states and supranational bodies and rules of common or civil law, in each case, having the force of law and having effect in any jurisdiction;

“Lifezone Parties” means the Purchaser, Lifezone Metals, Lifezone Holdings and the Company, and “Lifezone Party” means any one of them;

“Lifezone Technology” means a hydrometallurgical treatment option for the recovery of platinum group metals, gold, silver, and base metals from flotation concentrates), the Kell Process, and all ancillary materials, documentation, information, know-how, concepts, ideas, processes, methodologies, specifications and data relating thereto;

“Lock-Up Deed” means the lock-up deed in the Agreed Terms;

“Losses” means all and any liabilities, costs (including legal, expert and other professional costs), charges, expenses, damages and losses;

“Mining Commission” means the Mining Commission of the United Republic of Tanzania;

“Obtained” means:

“Post-Closing Confidential Information” means any confidential information relating to the Project which was disclosed by the Purchaser or any member of the Group (or any of its or their employees, officers and directors, advisors or consultants) to the Seller or any of its Representatives (including the Lifezone Technology and any information, diagrams, drawings, reports, process parameters, engineering data, financial data, trade secrets and know-how, information relating to the business, financial or other affairs (including future plans and targets) of the Project), but excluding any Transaction Confidential Information;

“Pre-Agreed Experts” means:

with first priority being given to the person named in limb (a) of this definition of “Pre-Agreed Experts” for the purposes of Clause 6 (Resettlement Action Plan), to the extent that such person is so willing and able to act, and second priority being given to the person named in limb (b) of this definition of “Pre-Agreed Experts” for the purposes of Clause 6 (Resettlement Action Plan), to the extent that such person is so willing and able to act;

“Project” means the current and future mining and refining operations in respect of the Kabanga nickel deposit including the extraction and processing of minerals in the northwest of the United Republic of Tanzania;

“Prospecting Licences” means the Tanzanian prospecting licences (PL No.11852-2022, PL No.11853-2022, PL No.1854-2022, PL No.11855-2022 and PL No.11856-2022) issued to and held by Tembo as amended from time to time (or any licence granted in substitution, renewal or extension thereof);

“Purchaser’s Lawyers” means Travers Smith LLP of 10 Snow Hill, London EC1A 2AL, United Kingdom;

“RAP” has the meaning given in Clause 6.1;

“RAP Alignment” means: (x) ensuring consistency with the RAP (as disclosed to the Seller prior to the date of this Agreement in an email from [***] of the Purchaser’s Lawyer’s to (amongst others) [***] of the Seller’s Lawyers (with subject line “Resettlement Action Plan”) dated 15 July 2025 (and timed at approximately 1.50 p.m. London time)) in all material respects; (y) demonstrating in all material respects alignment with the core objectives of IFC PS5; and (z) evaluating the implementation and effectiveness in all material respects of food security and livelihood support measures particularly with respect to prevention and mitigation of household vulnerability and gender-based violence risks;

“RAP Expert” has the meaning given in Clause 6.2;

“RAP Period” means the earlier of: (i) the period starting on Closing and ending on the date falling twelve (12) months after Closing; and (ii) the date of receipt by Lifezone Metals of a valid Acceleration Event Notice;

“Representatives” means any advisors or consultants of the Seller (or any of its Affiliates) engaged in relation to the Project and any employees, officers or directors of any such advisors or consultants, and “Representative” means any one of them;

“Sanctioned Party” means: (i) any person, entity or government that is designated for export controls or sanctions restrictions under any Sanctions Laws, including, but not limited to, those designated on an affirmative list of sanctions targets such as the U.S. List of Specially Designated Nationals and Blocked Persons, Foreign Sanctions Evaders List, Entity List, Denied Persons List, Debarred List, Australia’s Consolidated List, the UK Consolidated List and the EU Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions; (ii) a government agency of, an entity owned or controlled by the government of, or entity incorporated under the laws of or a resident of a country or territory against which comprehensive sanctions are imposed, administered or enforced from time to time, including, as of the date of this Agreement, Iran, Cuba, Syria, North Korea and the regions of Crimea, the Donetsk People’s Republic and the Luhansk People’s Republic in Ukraine; or (iii) any entity fifty per cent. (50%) or more owned or any entity which is controlled, directly or indirectly, by one or more of the persons or entities in paragraph (i) or (ii) of this definition;

“Sanctions Laws” means any sanctions, export control or import laws, or other regulations, orders, directives, designations, licences or decisions relating to the trade of goods, technology, software and services which are imposed, administered or enforced from time to time by Australia, the United States, the United Kingdom, the EU, EU Member States, Isle of Man, Switzerland, Tanzania, the United Nations or United Nations Security Council and also includes U.S. anti-boycott laws and regulations;

“SDLT” means Stamp Duty Land Tax;

“SDRT” means Stamp Duty Reserve Tax;

“Seller’s Group” means the Seller and its holding companies and subsidiary undertakings and any subsidiary undertaking of any such holding company from time to time;

“Seller’s Lawyers” means Linklaters LLP of One Silk Street, London EC2Y 8HQ, United Kingdom;

“Seller’s Trade Marks” means any names, trade marks, services marks, business names, company names, corporate names, logos, insignias, slogans, emblems, symbols, designs, URLs or domain names (“Names”), in each case, owned or registered by any member of the Seller’s Group, including any Names which comprise or include (in whole or in part) any of the marks “BHP” or “Billiton”, and any marks which are confusingly similar to, or dilutive of, such Names;

“Seller’s Warranties” means the warranties given by the Seller pursuant to Clause 10 and “Seller’s Warranty” means any one of them;

“Shareholders’ Agreement” means the shareholders’ agreement between the Company, the Purchaser and the Seller dated 1 July 2022 (as amended from time to time);

“Shares” means 74,000 ordinary shares of £0.0001 each in the Company;

“Special Mining Licence” means the Special Mining Licence no. 651/2021 issued by the Mining Commission on 25 October 2021 to Tembo in respect of the Kabanga area in the Ngara District of the United Republic of Tanzania as amended, supplemented, modified, restated or novated from time to time (or any licence granted in substitution, renewal or extension thereof);

“T1B Agreement” means the subscription agreement between the Seller and the Purchaser dated 24 December 2021;

“T2 Agreement” means the investment option agreement between the Seller, the Company and the Purchaser dated 14 October 2022 (as amended from time to time);

“Taxation” or “Tax” means all forms of taxation and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions and levies, in each case in the nature of tax, whether levied by reference to income, profits, gains, net wealth, asset values, turnover, added value or otherwise and shall further include payments to a Tax Authority on account of Tax, whenever and wherever imposed and whether chargeable directly or primarily against or attributable directly or primarily to any person and all penalties and interest relating thereto;

“Tax Authorities” means any taxing or other authorities competent to impose any liability in respect of Taxation or responsible for the assessment, administration and/or collection of Taxation or enforcement of any law in relation to Taxation and acting in its capacity as such, and “Tax Authority” means any of them;

“Tembo” means Tembo Nickel Corporation Limited, a company incorporated under the laws of the United Republic of Tanzania (with registered n^o. 149494871) whose registered office is at 11^th Floor, Golden Jubilee Tower, Ohio Street, Dar es Salaam, United Republic of Tanzania;

“Termination Deed” means the deed of termination in respect of the T2 Agreement in the Agreed Terms;

“Transaction Confidential Information” means the existence and the provisions of this Agreement (and of any agreement entered into pursuant to this Agreement) and any discussions or negotiations relating to this Agreement (and any such other agreements) between the parties and/or their respective directors, officers, employees, advisors and consultants;

“Transaction Documents” means this Agreement, the T2 Termination Deed and the Lock-Up Deed and all documents entered into pursuant to this Agreement, and “Transaction Document” means any one of them; and

“VAT” means (i) within the UK, any value added tax imposed by the VAT Act 1994, (ii) within the European Union, such taxation as may be levied in accordance with (but subject to derogations from) the Directive 2006/112/EC, and (iii) outside the UK or the European Union, any similar taxation levied by reference to added value or sales.

References to one gender include all genders and references to the singular include the plural and vice versa.

References to:

The words “holding company”, “parent undertaking”, “subsidiary” and “subsidiary undertaking” shall have the same meaning in this Agreement as their respective definitions in the Companies Act 2006 (provided that where a holding company or parent undertaking creates security over the shares of a subsidiary, that subsidiary shall be deemed not to cease being a subsidiary of the holding company or parent undertaking solely as a result of the creation of that security).

A person shall be deemed to be connected with another if that person is connected with such other within the meaning of Section 1122 of CTA 2010.

References to this Agreement shall include any Recitals and Schedules to it and references to Clauses, Recitals and Schedules are to clauses of, and recitals and schedules to, this Agreement. References to paragraphs and Parts are to paragraphs and parts of the Schedules.

Headings shall be ignored in interpreting this Agreement.

References to any document (including this Agreement and any document in the Agreed Terms), or to a provision in a document, shall be construed as a reference to such document or provision as amended, supplemented, modified, restated or novated from time to time.

References to “books”, “records” or “other information” mean books, records or other information in any form, including paper, electronically stored data, magnetic media, film and microfilm. References to submissions, responses, communications or other information being “in writing”, “written” or similar such expressions shall be deemed to include submissions, responses, communications or other information in electronic form (including emails).

The words “including”, “include”, “in particular” and words of similar effect shall not be deemed to limit the general effect of the words that precede them.

In this Agreement, to the extent that shall mean “to the extent that” and not solely “if”, and similar expressions shall be construed in the same way.

References to any English legal term shall, in respect of any jurisdiction other than England, be construed as references to the term or concept which most nearly corresponds to it in that jurisdiction.

References to a statute or statutory provision include:

In this Agreement, references to “$”, “US$”, “United States Dollars” or “cents” are references to the lawful currency from time to time of the United States of America and references to “£”, “pounds” or “pounds sterling” are references to the lawful currency from time to time of the United Kingdom.

“Conversion Rate” means the closing mid market rate, as published by Bloomberg per https://www.bloomberg.com/markets/currencies/fx-fixings (or any equivalent page replacing the same) on or around 4.00 p.m. (London time) on the Business Day immediately preceding the Relevant Date or, if no such rate is quoted on that date, on the preceding date on which such rates are quoted; and

“Relevant Date” means the date on which a payment or an assessment is to be made.

“VWAP Conversion Rate” means the average closing mid market rate for the relevant period, such average to be calculated based on the closing mid market rate published by Bloomberg per https://www.bloomberg.com/markets/currencies/fx-fixings at the end of trading for the Relevant Exchange on each Trading Day during the relevant period; and

“VWAP Relevant Date” means the end of trading for the Relevant Exchange on the last Trading Day during the relevant period or, if no such rate is quoted on that date, on nearest possible time or date (whether before or after) on which such rates are quoted.

Where any indemnity or other payment obligation (a “Payment”) is expressed to be calculated “on an after-Tax basis”, the Payment shall be calculated in such a manner as will ensure that, after taking into account:

the recipient of the Payment is in no better and no worse after-Tax position than that in which it would have been in if the matter giving rise to the Payment had not occurred.

On and subject to the terms of this Agreement, the Seller shall sell, and the Purchaser shall purchase, the Shares.

The Shares shall be sold by the Seller free from Encumbrances and together with all rights and advantages attaching to them as at Closing (including the right to receive all dividends or distributions declared, made or paid on or after Closing).

Upon Closing, the Purchaser and Seller irrevocably waive any and all rights of pre-emption over the Shares contained in the Shareholders’ Agreement and any non-compliance with the provisions thereof in relation to the sale and purchase of the Shares pursuant to this Agreement.

The consideration for the purchase of the Shares under this Agreement shall be an amount in cash equal to:

plus

(together the “Aggregate Consideration”), provided that the Aggregate Consideration shall not exceed the Consideration Cap and, to the extent applicable, the First Commercial Production Payment Amount shall be reduced by such amount necessary so as to ensure that the Aggregate Consideration does not exceed the Consideration Cap.

If any payment is made by the Seller to the Lifezone Parties in respect of any claim for any breach of this Agreement or pursuant to an indemnity or covenant to pay under this Agreement (or any agreement entered into under this Agreement), the payment shall, if and to the extent permitted by Law, be treated as an adjustment of the consideration paid to the Seller and the consideration shall be deemed to have been reduced by the amount of such payment.

Closing shall take place at the offices of the Seller’s Lawyers immediately after the signing of this Agreement or at (or on) such other location, time or date as may be agreed between the parties in writing.

On Closing, the parties shall comply with their respective obligations specified in Schedule 2 (Closing Obligations).

Each of the Lifezone Parties agrees that it will not, and it shall procure that none of its Affiliates will, take any action intended to frustrate the payment of the FID Payment Amount or the First Commercial Production Payment Amount, or which is primarily intended to avoid or delay the occurrence of any FID Event or First Commercial Production Event provided that, for the avoidance of doubt, where a Lifezone Party honestly and reasonably believes that a Dispute has arisen in respect of the FID Payment Amount, the First Commercial Production Payment Amount, any FID Event or a First Commercial Production Event, any Lifezone Party pursuing such Dispute in accordance with the terms of this Agreement shall not constitute a breach of this Clause 5.1.

Following Closing, each Lifezone Party shall not, and shall procure that each member of the Group shall not, use the Seller’s Trade Marks in written, oral, electronic, digital or other form of communication without obtaining the Seller’s prior written consent, save as required in order to comply with: (a) Clause 5.3 or any of the Lifezone Parties’ other obligations under this Agreement; or (b) any Law or any express request or direction from any Governmental Authority or the rules of any stock exchange, and provided that prior to any such use of the Seller’s Trade Marks under limb (b) immediately above, the relevant Lifezone Party shall, where not prohibited by Law or duties of confidentiality, notify the Seller of such requirement insofar as is reasonably practicable with a view to providing the Seller with the opportunity to consult with the Lifezone Party insofar as is reasonably practicable regarding the timing and content of such disclosure or use.

As soon as reasonably practicable following Closing (and by no later than five (5) Business Days thereafter), the Lifezone Parties shall procure that the Mining Commission is notified in writing of the transactions contemplated under this Agreement.

The Lifezone Parties shall procure that the Resettlement Action Plan for the Project (the “RAP”) shall be prepared, developed and implemented during the RAP Period in material alignment with the International Finance Corporation (IFC) Performance Standard 5 (“IFC PS5”) objectives and the effectiveness of measures designed to mitigate identified impacts and risks.

Within seven (7) calendar days following the end of the RAP Period, the Purchaser shall appoint one (1) of the Pre-Agreed Experts in accordance with the prioritisation (if any) thereof specified in Clause 1.1 (or, in the event that the Pre-Agreed Experts are unable or unwilling to act, then such other person as the Seller and the Purchaser may agree in writing (each acting reasonably and in good faith) provided that if such parties fail to so agree on an alternative individual for a period of not less than ten (10) Business Days then the relevant expert shall be appointed, on the application of the first relevant party, by the ICC International Centre for ADR in accordance with the ICC Rules for the Appointment of Experts and Neutrals) to determine whether (or not) RAP Alignment has been achieved within the RAP Period (the “RAP Expert”) in accordance with the terms of this Agreement.

Except to the extent the Seller and the Purchaser agree otherwise in writing, the RAP Expert appointed shall determine its own procedure but the Lifezone Parties shall procure that:

The parties hereby agree that:

The Lifezone Parties shall provide written notice to the Seller as soon as reasonably practicable (and by no later than three (3) Business Days thereof) following the occurrence of any FID Event.

Unless the FID Payment Amount has been accelerated in accordance with Schedule 3 (Acceleration), each of the Purchaser, Lifezone Metals and Lifezone Holdings shall ensure payment of the FID Payment Amount to the Seller in accordance with Clause 13.7 on the thirtieth (30^th) calendar day following the FID Milestone Date, provided that if such day is not a Business Day then the FID Payment Amount shall become due and payable on the immediate next following Business Day.

The Lifezone Parties shall provide written notice to the Seller as soon as reasonably practicable (and by no later than three (3) Business Days thereof) following the occurrence of any First Commercial Production Event.

Unless the First Commercial Production Payment Amount has been accelerated in accordance with Schedule 3 (Acceleration), each of the Purchaser, Lifezone Metals and Lifezone Holdings shall ensure payment of the First Commercial Production Payment Amount to the Seller in accordance with Clause 13.7 on the thirtieth (30^th) calendar day following the First Commercial Production Milestone Date, provided that if such day is not a Business Day then the First Commercial Production Payment Amount shall become due and payable on the immediate next following Business Day.

Subject to Clause 6.5, Schedule 3 (Acceleration), Schedule 4 (Adjustment Events) and Schedule 5 (Expert), the parties agree that the First Commercial Production Payment Amount shall be determined subject to, and in accordance with, the provisions of Schedule 1 (First Commercial Production).

(the “Indemnified Losses”).

In respect of any Indemnified Losses suffered by a BHP Person, the liability of any Lifezone Party to make any payment under Clause 9.1 shall be reduced if and to the extent that:

If a Lifezone Party has paid an amount in discharge of any Claim against that Lifezone Party under this Agreement and subsequently the Seller or a BHP Person recovers (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies and holds harmless or compensates the Seller or a BHP Person (in whole or in part) in respect of the loss or liability which is the subject matter of the Claim, the Seller shall pay to the relevant Lifezone Party as soon as reasonably practicable after receipt an amount equal to (i) the sum recovered from the third party less any costs and expenses properly incurred and any Tax actually paid or actually payable in obtaining such recovery or, if less, (ii) the amount previously received by the Seller or BHP Person from the relevant Lifezone Party in discharge for the relevant Claim. If any payment is made by the Seller to the Lifezone Parties under this Clause 10 (Recovery from Third Parties), the payment shall, if and to the extent permitted by Law, be treated by way of further adjustment of the consideration paid to the Seller and the provisions of Clause 3.2 shall apply (with the necessary changes being made).

The Seller warrants to the Purchaser, and each of the Lifezone Parties severally warrants to the Seller, that the following statements are each true and accurate as at the date of this Agreement and at Closing:

The Seller additionally warrants to the Purchaser that the following statements are each true and accurate as at the date of this Agreement and at Closing:

Each of the Lifezone Parties additionally severally warrants to the Seller that the following statements are each true and accurate as at the date of this Agreement and at Closing:

No announcement, communication or circular in connection with the existence or the subject matter of the Transaction Documents shall be made or issued by or on behalf of any member of the Group without the prior written consent of the Seller. This shall not affect any announcement, communication, or circular required by Law or any Governmental Authority or the rules of any stock exchange but the Lifezone Parties shall consult with the Seller insofar as is reasonably practicable before complying with such an obligation.

provided that prior to disclosure of any information, the Seller shall, where not prohibited by Law or duties of confidentiality, notify Lifezone Metals of such requirement insofar as is reasonably practicable with a view to providing Lifezone Metals with the opportunity to consult with the Seller insofar as is reasonably practicable regarding the timing and content of such disclosure or use.

provided that prior to disclosure of any information, the party concerned shall, where not prohibited by Law or duties of confidentiality, notify the other party (or parties) of such requirement insofar as is reasonably practicable with a view to providing the other party (or parties) with the opportunity to consult with the disclosing party insofar as is reasonably practicable regarding the timing and content of such disclosure or use (except that such notification and consultation shall not apply to limb (vi) of this Clause 12.3).

Unless this Agreement has otherwise been terminated in accordance with its terms, the provisions of Clauses 12.2.4 and 12.3 shall cease to apply on the seventh (7^th) anniversary of the Closing Date.

This Agreement is a contract within the meaning of Regulation 4(i) of The Business Contract Terms (Assignment of Receivables) Regulations 2018 and, accordingly, Regulation 2 of those Regulations does not apply to it.

No variation of this Agreement shall be effective unless in writing and signed by or on behalf of each of the parties.

Each of the Purchaser, Lifezone Metals and Lifezone Holdings shall bear the cost of all stamp duty, SDRT, SDLT, any notarial fees and all registration and transfer taxes and duties or their equivalents in all jurisdictions where such fees, taxes and duties are payable as a result of the transactions contemplated by this Agreement. Within seven (7) Business Days of Closing, the Purchaser, Lifezone Metals or Lifezone Holdings shall ensure the payment of such stamp duty, SDRT, SDLT and all other such fees, taxes and duties, including fulfilling any administrative or reporting obligation imposed by the jurisdiction in question in connection with such payment. Each of the Purchaser, Lifezone Metals or Lifezone Holdings shall ensure the payment to the Seller or any other member of the Seller’s Group of an amount equal to any Losses suffered by the Seller or member of the Seller’s Group as a result of the Purchaser, Lifezone Metals or Lifezone Holdings (as applicable) failing to comply with its obligations under this Clause 13.9.

If a party defaults in the payment when due of any sum payable under this Agreement, its liability shall be increased to include interest on such sum from the date when such payment is due until the date of actual payment (after as well as before judgment) at a rate per annum equal to twelve per cent. (12%), with interest calculated daily and compounded on a two (2) month basis.

All sums payable under this Agreement shall be paid free and clear of all deductions, withholdings, set-offs or counterclaims whatsoever save only as may be permitted by Clause 13.7.1 or required by Law. If any deductions or withholdings are required by Law, the payer shall account to the relevant Tax Authority for the amount so required to be deducted or withheld and save in respect of any payments under Clause 9 (to which the provisions of Clause 1.17 shall apply), the payer shall be obliged to pay to the recipient such additional amounts as will ensure that the recipient receives, in total, an amount which (after such deduction or withholding has been made), is no more and no less than it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding.

BHP Group Limited

Brookfield Place, Level 37, 125 St Georges Terrace, Perth, Western Australia, 6000, Australia

Email: [***] and [***] (in copy)

Attention: [***]

with a copy (which shall not constitute a Notice) to:

Linklaters LLP

One Silk Street, London EC2Y 8HQ, United Kingdom

Attention: [***]

E-mail: [***]

Lifezone Limited

2^nd Floor, St George’s Court, Upper Church Street, Douglas, IM1 1EE, Isle of Man

E-mail: [***] and [***] (in copy)

Attention: [***]

with a copy (which shall not constitute a Notice) to:

Travers Smith LLP

10 Snow Hill, London EC1A 2AL, United Kingdom

Attention: [***]

E-mail: [***]

Lifezone Metals Limited

2^nd Floor, St George’s Court, Upper Church Street, Douglas, IM1 1EE, Isle of Man

E-mail: [***] and [***] (in copy)

Attention: [***]

with a copy (which shall not constitute a Notice) to:

Travers Smith LLP

10 Snow Hill, London EC1A 2AL, United Kingdom

Attention: [***]

E-mail: [***]

Lifezone Holdings Limited

2^nd Floor, St George’s Court, Upper Church Street, Douglas, IM1 1EE, Isle of Man

E-mail: [***] and [***] (in copy)

Attention: [***]

with a copy (which shall not constitute a Notice) to:

Travers Smith LLP

10 Snow Hill, London EC1A 2AL, United Kingdom

Attention: [***]

E-mail: [***]

Kabanga Nickel Limited

22 Chancery Lane, London, United Kingdom, WC2A 1LS

E-mail: [***] and [***] (in copy)

Attention: [***]

with a copy (which shall not constitute a Notice) to:

Travers Smith LLP

10 Snow Hill, London EC1A 2AL, United Kingdom

Attention: [***]

E-mail: [***]

This Agreement may be entered into in any number of counterparts, all of which taken together shall constitute one and the same instrument. The Seller and each Lifezone Party may enter into this Agreement by executing any such counterpart.

Each of the Lifezone Parties severally agrees that:

The parties shall be entitled to make more than one claim under this Agreement, the T1B Agreement, the T2 Agreement or any relevant Transaction Document arising out of the same subject matter, fact, event or circumstance but shall not be entitled to recover under this Agreement, the T1B Agreement, the T2 Agreement or any relevant Transaction Document or otherwise more than once in respect of the same Loss, regardless of whether more than one claim arises in respect of it.

Schedule 1
First Commercial Production

In this Agreement (including this Schedule 1 (First Commercial Production)), the following further definitions apply:

“10-Day VWAP” means the 10-day volume weighted average price at which the Lifezone Metals ordinary shares trade on the Relevant Exchange in United States Dollars (and determined acting reasonably and on the basis of industry standard metrics and information by reference to Bloomberg or (if Bloomberg is unavailable) then another platform of international recognition and widely used by global institutional investors) during the 10-Day VWAP Period, subject to any adjustment pursuant to paragraph 4 of Schedule 4 (Adjustment Events);

“10-Day VWAP Period” means:

“Indexation Factor” means seventy per cent. (70%);

“NYSE” means the New York Stock Exchange LLC, a national securities exchange registered with the United States Securities and Exchange Commission, or any successor thereto, including any electronic or other trading platform operated by or on behalf of the New York Stock Exchange LLC or its successor, as applicable;

“Reference Amount” means US$28,000,000;

“Reference Share Price” means US$4.16 being the 60-day volume weighted average price per Lifezone Metals ordinary share from 11 February 2025 to 7 May 2025, as may be further adjusted pursuant to Schedule 4 (Adjustment Events) and Schedule 5 (Expert) from time to time;

“Relevant Exchange” means the NYSE or, if the relevant shares cease to be listed and admitted to trading on NYSE, the principal stock exchange or securities market on which the relevant shares are, at the relevant time, listed, admitted to trading or quoted or dealt in, where “principal stock exchange or securities market” shall mean the stock exchange or securities market on which the relevant shares are listed, admitted to trading or quoted or dealt in, provided that if such relevant shares are listed, admitted to trading or quoted or dealt in (as the case may be) on more than one stock exchange or securities market at such time, then “principal stock exchange or securities market” shall mean that stock exchange or securities market on which such relevant shares are principally traded at such time as determined by reference to the stock exchange or securities market with the highest average daily trading volume in respect of such relevant shares; and

“Trading Day” means a day on which the Relevant Exchange is open for business and on which relevant shares may be dealt in (other than a day on which the Relevant Exchange is scheduled to or does close prior to its regular weekday closing time).

“First Commercial Production Payment Amount” = α x (1 + (β x (γ - δ) / δ))

By way of illustrative examples:

In the event of any Dispute concerning the 10-Day VWAP (or any adjustment pursuant to paragraph 4 of Schedule 4 (Adjustment Events)) then, subject to such party having first sought to comply with the procedure set out in Clauses 13.19.2 to 13.19.4 (inclusive), such party may refer the relevant Computational Matter for expert determination by an investment bank in accordance with Schedule 5 (Expert).

Schedule 2
Closing Obligations

On Closing, the Seller shall deliver or make available to the Purchaser the following:

On Closing, each Lifezone Party shall deliver or make available to the Seller:

On Closing, the Purchaser shall procure the passing of Board Resolutions of the Company approving the registration of the share transfer referred to in paragraph 1.1.3 of this Schedule 2 (Closing Obligations) subject only to their being duly executed and stamped.

Schedule 3
Acceleration

In this Agreement (including this Schedule 3 (Acceleration)), the following further definitions apply:

“10-Day Alternative VWAP” means the 10-day volume weighted average price at which the Lifezone Metals ordinary shares trade on the Relevant Exchange in United States Dollars (and determined acting reasonably and on the basis of industry standard metrics and information by reference to Bloomberg or (if Bloomberg is unavailable) then another platform of international recognition and widely used by global institutional investors) during the 10-Day Alternative VWAP Period, subject to any adjustment pursuant to paragraph 4 of Schedule 4 (Adjustment Events);

“10-Day Alternative VWAP Period” means:

“Accelerated First Commercial Production Payment Date” means the later of the fifteenth (15^th) calendar day following:

“Acceleration Event” means:

“Acceleration Event Notice” has the meaning given in paragraph 2.2 of this Schedule 3 (Acceleration);

“Disposal” means selling, assigning, transferring or otherwise disposing of any beneficial interest; and

“Exchange Act” means the United States Securities Exchange Act of 1934 (as amended from time to time).

instead of (in any such case) referring to the 10-Day VWAP;

In the event of any Dispute concerning the 10-Day Alternative VWAP, the 10-day volume weighted average price specified in paragraphs 3.1.2(iii) or 3.1.4 of Schedule 3 (Acceleration) or any adjustment pursuant to paragraph 4 of Schedule 4 (Adjustment Events) then, subject to such party having first sought to comply with the procedure set out in Clauses 13.19.2 to 13.19.4 (inclusive), such party may refer the relevant Computational Matter for expert determination by an investment bank in accordance with Schedule 5 (Expert).

Schedule 4
Adjustment Events

In this Agreement (including this Schedule 4 (Adjustment Events)), the following further definitions apply:

“Adjustment Event” means any of the following matters or events occurring or otherwise becoming effective:

“Bonus Issue” means an issue of bonus shares by Lifezone Metals paid up by means of a capitalisation of Lifezone Metals’ profits or reserves and whether described as a scrip or share dividend or distribution or otherwise;

“Cash Distribution” means a cash dividend, distribution or other return of capital in cash (other than a Share Buyback) declared, paid or made or to be declared, paid or made by Lifezone Metals and whether payable out of a share premium account, profits, retained earnings or any other capital or revenue reserve or account, and including a distribution or payment to Shareholders upon or in connection with a reduction of capital;

“Ex-Dividend Date” means the first Trading Day on which shares of the ordinary shares of Lifezone Metals trade on the relevant exchange or market, in the regular way, without the right to receive the issuance, dividend or distribution in question, from Lifezone Metals or, if applicable, from the seller of ordinary shares on such relevant exchange or market (in the form of due bills or otherwise) as determined by such relevant exchange or market;

“Non-Cash Distribution” means a dividend, distribution or other return of capital (other than a Cash Distribution) declared, paid or made or to be declared, paid or made by Lifezone Metals, whether of assets or other property, and however described and whether payable out of a share premium account, profits, retained earnings or any other capital or revenue reserve or account, and including a distribution or payment to Shareholders upon or in connection with a reduction of capital, demerger or spin-off;

“Pre-Emptive Issuance” means any issuance of shares (or rights to subscribe for, or to convert securities into, shares) to existing shareholders pursuant to rights of pre-emption, including, but not limited to, the issuance of any ordinary shares or any other shares of any class or any securities or rights convertible into or exercisable or exchangeable for shares of any class (or which are convertible into or exercisable or exchangeable for any ordinary share which is, in turn, convertible into or exercisable or exchangeable for shares of any class) or any other securities of Lifezone Metals from time to time;

“Relevant Share Buyback” means any Share Buyback where the price paid on repayment, redemption or repurchase of the ordinary shares of Lifezone Metals exceeds the arithmetic average of the daily volume-weighted average price of an ordinary share of Lifezone Metals on each of the five consecutive Trading Days ending on the Trading Day immediately preceding the date of such repayment, redemption or repurchase subject to any adjustment pursuant to paragraph 4 of Schedule 4 (Adjustment Events);

“Share Buyback” means any repayment, redemption or repurchase of any ordinary shares of Lifezone Metals;

“Share Count Modification” means a consolidation, share split or subdivision of the ordinary share capital of Lifezone Metals; and

“Share Rights Modification” means any redesignation or redenomination of the ordinary share capital of Lifezone Metals or any modification or variation of the rights attaching to the ordinary shares of Lifezone Metals (including through the creation, issue or entry into any instruments, agreements or other class of securities with rights which are more favourable than the rights attaching to the ordinary shares of Lifezone Metals or the effect of which is to modify or otherwise abrograte the rights attaching to the ordinary shares of Lifezone Metals).

In relation to any Adjustment Event, the parties agree that any required adjustment to the Reference Share Price shall be calculated in accordance with the following formulae (rounded up or down to the nearest whole cent and applying mathematical order of operations according to BODMAS convention):

Adjusted Reference Share Price =

Adjusted Reference Share Price =

Adjusted Reference Share Price =

Adjusted Reference Share Price =

Adjusted Reference Share Price =

Adjusted Reference Share Price =

If an Adjustment Event comprising a Share Count Modification occurs during any relevant computational period required to determine the 10-Day VWAP, 10-Day Alternative VWAP, the volume-weighted average price specified in paragraphs 3.1.2(iii) or 3.1.4 of Schedule 3 (Acceleration) and any required adjustments to be made to the Reference Share Price in connection with a Relevant Share Buyback or Pre-Emptive Issuance, the parties agree that the calculation of the relevant volume-weighted average price for any of the above-mentioned purposes shall factor in the occurrence of the Share Count Modification (and the timing thereof) within the relevant computational period so as to ensure that the volume-weighted average price for an ordinary share of Lifezone Metals during the computational period in question is not distorted, disturbed or otherwise impacted by the occurrence of such Share Count Modification.

Schedule 5
Expert

In witness whereof this Agreement has been duly executed.

 

SIGNED by BHP Billiton (UK) DDS Limited acting by two authorised signatories:		/s/[***]
		Signature

		/s/[***]
		Signature

[Signature page to Share Purchase Agreement]

  

SIGNED by Lifezone Limited acting by two authorised signatories:		/s/[***]
		Signature

		/s/[***]
		Signature

[Signature page to Share Purchase Agreement]

   

SIGNED by Lifezone Metals Limited acting by two authorised signatories:		/s/[***]
		Signature

		/s/[***]
		Signature

[Signature page to Share Purchase Agreement]

  

SSIGNED by Lifezone Holding Limited acting by two authorised signatories:		/s/[***]
		Signature

		/s/[***]
		Signature

[Signature page to Share Purchase Agreement]

SIGNED by Kabanga Nickel Limited acting by an authorised signatory:		/s/[***]
		Signature

[Signature page to Share Purchase Agreement]