LZM obtains $60M financing with 9.25% interest and warrants attached

Rhea-AI Filing Summary

Lifezone Metals Limited reported that its indirect wholly-owned subsidiary, Kabanga Nickel Limited, has entered into a $60 million secured bridge loan facility with Taurus Mining Finance Fund No. 2, L.P. The facility is intended to fund critical early works and infrastructure for the Kabanga Nickel Project as the company pursues long-term project financing. The loan carries 9.25% annual interest, payable quarterly, with principal due at maturity on July 31, 2027, and an option to extend by six months that would trigger issuance of an additional 1,500,000 warrants. As part of the transaction the company issued 2,500,000 warrants exercisable at $5.42 per share. The facility is secured by shares and project assets and availability of drawdowns is subject to customary conditions and Tanzanian-law security for the second drawdown. The company also amended its Senior Unsecured Convertible Debentures and furnished related agreements as exhibits.

Positive

• $60 million secured bridge facility provides targeted funding to advance early works and infrastructure for the Kabanga Nickel Project
• Facility is secured by shares and project assets, giving lender protection and indicating priority over project collateral
• Attached exhibits (warrant, facility agreement, amended debenture, press release) provide source documents for investor review

Negative

• 9.25% annual interest is a relatively high financing cost payable quarterly
• Equity dilution risk from issuance of 2,500,000 warrants at $5.42 and potential additional 1,500,000 warrants if maturity is extended
• Second drawdown conditional on Tanzanian-law security being granted, adding execution risk to full funding availability
• Portions of the Bridge Loan Facility exhibit are omitted, limiting visibility into some terms

Insights

Corporate Finance Analyst

TL;DR The $60M bridge provides near-term project funding but includes dilutive warrants and a relatively high 9.25% coupon, creating mixed effects for shareholders.

The bridge facility is impactful because it directly finances early works at the Kabanga Nickel Project and is secured against project assets and shares of the Borrower, improving near-term funding visibility. The issuance of 2.5 million warrants at $5.42 (and potentially another 1.5 million on extension) creates measurable dilution if exercised. The interest rate of 9.25% and requirement for Tanzanian-law security for the second drawdown are material financing terms that affect cost and conditionality of funding. The amendment to Senior Unsecured Convertible Debentures is also relevant to capital structure and should be reviewed in full.

Credit & Risk Analyst

TL;DR The secured bridge reduces immediate liquidity risk for project development but introduces covenant/secured-interest and execution conditions that warrant monitoring.

The facility is secured by a security interest in the shares held by Lifezone Limited and by assets of the Borrower, indicating lender protection and seniority of claims on project assets. Availability conditions, including Tanzanian-law security for the second drawdown, introduce execution risk tied to local security filings. Portions of the Bridge Loan Facility exhibit are omitted as confidential, which limits external assessment of certain terms. Overall the arrangement is impactful to the project timeline and capital structure, with trade-offs between funding certainty and added secured obligations plus potential equity dilution via warrants.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2025

Commission File Number: 001-41737

Lifezone Metals Limited

2nd Floor, St George’s Court,

Upper Church Street,

Douglas, Isle of Man, IM1 1EE

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40- F ☐

EXPLANATORY NOTE

On August 11, 2025, Lifezone Metals Limited (the “Company”) announced that its indirect wholly-owned subsidiary, Kabanga Nickel Limited (the “Borrower”), entered into a $60 million secured bridge loan facility agreement (the “Bridge Loan Facility Agreement”) with Taurus Mining Finance Fund No. 2, L.P. (“Taurus”), a leading global provider of structured finance to the mining sector. A copy of that announcement is furnished as Exhibit 99.1 to this report on Form 6-K.

The bridge loan is intended to support advancement of the Kabanga Nickel Project, located in northwest Tanzania, by funding the development of critical early works and infrastructure development as the Company moves toward securing long-term project financing.

As part of the transaction, the Company has issued warrants to Taurus to purchase 2,500,000 of the Company’s ordinary shares, exercisable at an exercise price of $5.42 per share. The warrants will expire five years from the date of issuance.

The facility matures on July 31, 2027, and includes an option for the Borrower to extend the maturity date by six months. If the Borrower elects to extend, the Company will be required to issue an additional 1,500,000 warrants to Taurus on substantially the same terms.

The facility is secured by a security interest in the shares that Lifezone Limited, a wholly-owned subsidiary of the Company, holds in the Borrower, and by security interests in other assets relating to the Kabanga Nickel Project, including all of the assets of Borrower. The loan is also guaranteed by other subsidiaries of the Company.

The outstanding amounts under the facility bear interest at an annual rate of 9.25%, payable in arrears quarterly, and the principal amount is repayable in full on the maturity date.

The availability of the first drawdown under the facility is subject to the satisfaction of customary conditions precedent for a transaction of this nature, and the availability of the second drawdown is further subject to Tanzanian-law security being granted over the shares and assets of certain Tanzanian subsidiaries of the Company.

In connection with the Bridge Loan Facility Agreement, the Company and the debenture holders amended certain terms of the outstanding Senior Unsecured Convertible Debentures. Attached as Exhibit 10.2 is the form of Amended and Restated Senior Unsecured Convertible Debenture.

The foregoing descriptions of the Warrant to Purchase Ordinary Shares (the “Warrant Agreement”) and the Bridge Loan Facility Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the full text of each of the Warrant Agreement and the Bridge Loan Facility Agreement, which are attached hereto as Exhibits 4.1 and 10.1, respectively. Any defined terms used, but not defined, herein have the definition in the Bridge Loan Facility Agreement.

The information in the above Explanatory Note and the attached Exhibit 4.1, 10.1 and 10.2 shall be deemed to be incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-272865 and 333-281189) and Form S-8 (File No. 333-274449) and the related prospectuses, respectively as such registration statements and prospectuses may be amended from time to time, and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

The Bridge Loan Facility Agreement contains representations, warranties, covenants and agreements, which were made only for purposes of such agreement and as of specified dates. In particular, the representations, warranties, covenants and agreements in the Bridge Loan Facility Agreement may be subject to limitations agreed by the parties, including having been modified or qualified by certain confidential disclosures that were made between the parties in connection with the negotiation of the Bridge Loan Facility Agreement, and having been made for purposes of allocating risk among the parties rather than establishing matters as facts. In addition, the parties may apply standards of materiality in a way that is different from what may be viewed as material by investors. Investors are not third-party beneficiaries under the Bridge Loan Facility Agreement and should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Bridge Loan Facility Agreement, which subsequent information may or may not be fully reflected in parties’ public disclosures. Accordingly, you should not rely on the representations and warranties in the Bridge Loan Facility Agreement as characterizations of the actual state of facts about the parties.

The information in the attached Exhibit 99.1 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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Exhibit Index

Exhibit		Description of Exhibit
4.1		Warrant to Purchase Ordinary Shares dated August 8, 2025.
10.1#		Bridge Loan Facility Agreement dated August 8, 2025.
10.2		Form of Amended and Restated Senior Unsecured Convertible Debenture.
99.1		Press Release of the Company dated August 11, 2025.

# Portions of this exhibit have been omitted as the Company has determined that (i) the omitted information is not material, and (ii) the omitted information is of the type that the Company customarily and actually treats as private and confidential.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	LIFEZONE METALS LIMITED
Date: August 11, 2025	By:	/s/ Chris Showalter
	Name:	Chris Showalter
	Title:	Chief Executive Officer

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FAQ

What financing did Lifezone Metals (LZM) secure for the Kabanga Nickel Project?

The company’s indirect subsidiary entered into a $60 million secured bridge loan facility with Taurus Mining Finance Fund No. 2, L.P.

What are the interest rate and maturity terms of the bridge loan for LZM?

The loan bears 9.25% annual interest, payable quarterly, with principal repayable in full at maturity on July 31, 2027 and an option to extend maturity by six months.

Does the bridge loan include equity components for LZM shareholders?

Yes. The company issued 2,500,000 warrants exercisable at $5.42 per share; if maturity is extended, an additional 1,500,000 warrants would be issued.

Are there conditions on receiving the loan drawdowns for Lifezone Metals?

Yes. The first drawdown is subject to customary conditions precedent and the second drawdown additionally requires Tanzanian-law security over certain Tanzanian subsidiaries’ shares and assets.

What collateral secures the bridge facility for LZM?

The facility is secured by a security interest in the shares held by Lifezone Limited in the Borrower and by security interests in other assets related to the Kabanga Nickel Project, including all assets of the Borrower.