Lifezone Metals Ltd (LZM) SEC Filings

Lifezone Metals Limited is registering up to 500,000 Ordinary Shares for resale by Taurus Mining Finance Fund No. 2, L.P., which may be issued upon exercise of warrants linked to a $60 million secured bridge loan facility supporting the Kabanga Nickel Project in Tanzania. The company will not receive proceeds from any resale of these shares, but would receive cash only if the warrants are exercised for cash at an exercise price of $6.25 per share, before their five-year expiry.

Ordinary Shares trade on the NYSE under symbol LZM; as of June 30, 2026, 89,914,557 shares were outstanding. As of the same date, Lifezone Metals reported consolidated cash of $37.3 million, total debt of $105.2 million and total equity of $93.4 million. Additional outstanding instruments include public and private warrants and $50 million of convertible debentures. The company focuses on cleaner metals production using its Hydromet Technology, anchored by the Kabanga Nickel Project and a U.S.-based PGM recycling partnership, and remains both an emerging growth company and a foreign private issuer with reduced U.S. reporting and governance requirements.

Lifezone Metals Limited is registering, on a resale basis, up to 500,000 Ordinary Shares for Taurus Mining Finance Fund No. 2, L.P., issuable upon exercise of warrants granted under a waiver to a $60 million secured bridge loan facility supporting the Kabanga Nickel Project.

The warrants are exercisable at $6.25 per share for five years from June 29, 2026. Lifezone will not receive proceeds from Taurus’s share sales, but would receive cash if the warrants are exercised for cash. Ordinary Shares trade on the NYSE under symbol LZM.

As of June 30, 2026, Lifezone had 89,914,557 Ordinary Shares outstanding, cash of $37.3 million, total debt of $105.2 million and equity of $93.4 millionemerging growth company and a foreign private issuer, benefiting from reduced U.S. reporting and governance requirements.

Lifezone Metals Limited reported H1 2026 revenue of $1,667,741, up from $325,451 in H1 2025, and a net loss of $6,925,938, equivalent to a basic and diluted loss per share of $0.08. Results include $7.9 million of non‑cash fair value gains on embedded derivatives, warrants and deferred consideration.

Cash and cash equivalents increased to $37,294,296 as of June 30, 2026, supported by a $25 million registered direct offering and $21.7 million drawn under a senior secured bridge loan, leaving $18.3 million undrawn. Exploration and evaluation assets and mining data for the Kabanga Nickel Project rose to $161,082,638 as pre‑FID work accelerated, including roughly $854 million of contracts released to market.

Management discloses substantial doubt about the ability to continue as a going concern without additional funding, citing net current liabilities of $17.13 million and future financing needs. Kabanga’s Final Investment Decision is now expected around Q1 2027, while a U.S. PGM Recycling Project has achieved pilot‑scale recoveries of over 99% platinum and palladium and is targeting over 95% rhodium.

Lifezone Metals Limited and its wholly owned subsidiary Kabanga Nickel Limited agreed with Taurus Mining Finance Fund No. 2, L.P. to amend their existing $60 million senior secured bridge loan facility.

The amendment extends the facility’s “Availability Period” for drawing unutilised commitments from an end date tied to 29 August 2026 to 23.59 GMT on 29 November 2026. The borrower confirms that its repeating representations are true in all material respects and that no Default or Review Event is continuing or would result from this amendment. The letter is designated a Finance Document under the existing facility, is governed by English law, and requires the borrower to reimburse the agent’s amendment-related costs within ten Business Days of demand.

Lifezone Metals Limited has published its Sustainability Report for the year ended December 31, 2025, outlining progress on environmental, social and governance practices across its operations, notably at the Kabanga Nickel Project in Tanzania.

The report highlights completion of the Kabanga Feasibility Study in July 2025 with sustainability fully integrated, over 2.5 million hours worked at Kabanga without a Lost Time Injury, and a third consecutive year with zero reportable environmental incidents. The project has transitioned fully to TANESCO grid power, cutting diesel use by 49% year-on-year to 95,481 liters, with 64.8% of grid energy from renewable sources.

Social programs include payment of $12 million in cash compensation to project affected households over 2023–2025, with 97% of households having signed agreements and the remainder held in escrow, plus ongoing investments in local health, education and enterprise development. Group workforce was 93 full-time employees and long-term contractors at year-end 2025, following rightsizing to maintain financial discipline in a period of low nickel prices and share price volatility.

Lifezone Metals Limited has issued warrants to Taurus Mining Finance Fund No. 2, L.P. to purchase 500,000 ordinary shares at an exercise price of $6.25 per share. These warrants were granted on June 29, 2026 under a waiver related to a $60 million senior secured bridge loan facility for subsidiary Kabanga Nickel Limited. The warrants have a five-year term from the date of issuance. Lifezone plans to incorporate this report and the warrant agreement into its existing registration statements on Form F-3 and Form S-8 by reference.

Lifezone Metals Ltd reports a Schedule 13G/A showing Cinctive-affiliated holders may beneficially own 10,431,113 Ordinary Shares as of March 31, 2026. This position comprises 7,675,231 Ordinary Shares and 2,755,882 Ordinary Shares issuable upon exercise of warrants.

The filing states that 10,431,113 shares represent approximately 11.8% of the Ordinary Shares outstanding, based on 85,509,302 Ordinary Shares outstanding as of March 24, 2026. Shared voting and dispositive power over the 10,431,113 shares is reported for Cinctive Capital Management LP, Cinctive GP LLC, and the named individuals.

Lifezone Metals Ltd director Govind Friedland received a grant of stock options, reflecting equity-based compensation rather than an open-market trade. He was awarded 13,626 Lifezone Metals stock options at an exercise price of $4.81 per share, each option tied to an ordinary share.

The options were granted on May 7, 2026 and vest in three equal installments on November 3, 2026, May 7, 2027 and May 7, 2028, encouraging longer-term alignment with shareholders. Following this grant, he holds 13,626 stock options directly, with the options expiring on May 6, 2031 if not exercised.

Lifezone Metals Ltd Chief Financial Officer Ingo Hofmaier has filed a Form 3 reporting his initial ownership in the company. He directly holds 44,885 Lifezone Metals ordinary shares.

He also holds stock options over 128,283 ordinary shares with a $4.81 exercise price expiring on May 6, 2031, and additional stock options over 174,453 ordinary shares with a $4.40 exercise price expiring on August 14, 2030. In addition, he has 66,000 restricted stock units, each representing a right to receive one ordinary share, which vest in scheduled installments between September 7, 2026 and April 7, 2027.