Lifezone Metals Announces Pricing of $25 Million Registered Direct Offering

Key Terms

registered direct offering financial

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

placement agent financial

A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

form f-3 regulatory

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

shelf registration regulatory

Shelf registration is when a company gets permission ahead of time to sell new stocks or bonds over a period of time instead of all at once. It matters to investors because it lets a company raise money quickly when needed, but it can also change the value of existing shares if many new ones are sold.

prospectus supplement regulatory

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

prospectus regulatory

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

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NEW YORK--(BUSINESS WIRE)-- Lifezone Metals Limited (NYSE: LZM) announced today that it has entered into a share purchase agreement with fundamental institutional investors for the sale of 5,700,000 ordinary shares at a price of $4.40 per share. Gross proceeds to the Company are expected to be approximately $25 million, excluding placement agent fees and offering-related expenses. The net proceeds of this offering will be used for exploration activities in Burundi and Tanzania, the PGM Recycling Project, conducting Hydromet research and development at Simulus Laboratory, and for other general corporate and working capital purposes, including financing costs.

The offering is expected to close on or about April 23, 2026, subject to the satisfaction of customary closing conditions.

Roth Capital Partners served as the sole placement agent for the transaction.

The ordinary shares described above were offered by Lifezone pursuant to a registration statement on Form F-3 (File No. 333-281189) that the Company filed with the Securities and Exchange Commission, which was declared effective by the SEC on August 16, 2024, using a “shelf” registration process. The ordinary shares of the Company may only be offered by means of a prospectus. A prospectus supplement and the accompanying prospectus relating to and describing the offering will be filed with the SEC. When available, electronic copies of the prospectus supplement and the accompanying prospectus relating to the offering may be obtained by visiting the SEC’s website at www.sec.gov or by contacting Roth Capital Partners at 888 San Clemente Drive, Suite 400, Newport Beach, CA 92660, or by email at rothecm@roth.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. If you would like to sign up for Lifezone Metals news alerts, please register here.

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About Lifezone Metals

Lifezone Metals (NYSE: LZM) is committed to delivering cleaner and more responsible metals production and recycling. Through the application of our Hydromet Technology, the Company offers the potential for lower energy consumption, lower emissions and lower cost metals production compared to traditional smelting.

The Company’s Kabanga Nickel Project in Tanzania is believed to be one of the world’s largest and highest-grade development-ready nickel sulfide deposits. By pairing it with the Company’s Hydromet Technology, Lifezone is working to unlock a new source of nickel, copper and cobalt for the global battery metals markets and to empower Tanzania to achieve in-country beneficiation.

Through the Company’s US-based recycling partnership, Lifezone is working towards applying its Hydromet Technology to the recovery of platinum, palladium and rhodium from responsibly sourced spent automotive catalytic converters. The Company’s process is expected to be cleaner and more efficient than conventional smelting and refining methods, supporting a circular economy for precious metals.

https://lifezonemetals.com

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the “safe harbor” provisions under the Private Securities Litigation Reform Act of 1995. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements may be accompanied by words such as “believes,” “estimates,” “expects,” “predicts,” “projects,” “forecasts,” “may,” “might,” “will,” “could,” “should,” “would,” “seeks,” “plans,” “scheduled,” “possible,” “continue,” “potential,” “anticipates” or “intends” or the negatives of these terms or variations of them or similar terminology or expressions that predict or indicate future events or trends or that are not statements of historical matters; provided, however, that the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this press release, include, but are not limited to, statements regarding the proposed public offering, related timing, and the intended use of proceeds from the offering. There can be no assurance as to whether or when the offering may be completed or as to how the proceeds of the offering will be used and whether proceeds raised will be sufficient for their intended purposes. The forward-looking statements in this press release are subject to risks and uncertainties that may cause actual results to differ materially, including market and other conditions, risks associated with the cash requirements of the Company’s business and other risks and uncertainties that may affect the Company’s business, results of operations and financial condition and future operations, and other risks that are and will be detailed from time to time in the Company’s filings with the Securities and Exchange Commission (the “Commission”), including the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025 and the Reports on Form 6-K that the Company files and furnishes from time to time with the Commission. Further, the forward-looking statements in this press release are based on the current expectations of Lifezone Metals’ management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Lifezone Metals and its subsidiaries. Except as otherwise required by applicable law, we disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data, or methods, future events, or other changes after the date of this communication.

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Investor Relations
Ingo Hofmaier
Chief Financial Officer
ingo.hofmaier@lifezonemetals.com

Source: Lifezone Metals