Lifezone Metals Ltd 2025年年度报告和过渡报告

FORM20-F (Mark One) oREGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACTOF 1934 OR OR Date of event requiring this shell company report: Commission File Number:001-41737 Lifezone Metals Limited(Exact name of Registrant as specified in its charter) Isle of Man(Jurisdiction of incorporation or organization) 2nd Floor, St George's Court,Upper Church StreetDouglas,Isle of Man,IM1 1EE(Address of principal executive offices) Securities registered or to be registered pursuant to Section 12(b) of the Act: Securities registered or to be registered pursuant to Section 12(g) of the Act: (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None(Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the periodcovered by the annual report: Ordinary Shares79,119,572Warrants14,391,150 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesoNox If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant toSection 13 or 15(d) of the Securities Exchange Act of 1934. YesoNox Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.YesxNoo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).YesxNoo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or anemerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule12b-2 of the Exchange Act. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards†provided pursuant to Section 13(a) of the Exchange Act.o †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Boardto its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.o If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.x Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).o Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAPo International Financial Reporting Standardsas issuedby the International Accounting Standards Boardx Othero If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item theregistrant has elected to follow.oItem 17oItem 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act). YesoNox TABLE OF CONTENTS INTRODUCTIONivCERTAIN DEFINED TERMSvCAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTSxiiPART I1ITEM 1: A, B, C: IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1ITEM 2: A, B: OFFER STATISTICS AND EXPECTED TIMETABLE1ITEM 3: A, B, C: KEY INFORMATION1ITEM 3: D: RISK FACTORS1ITEM 4. INFORMATION ON THE COMPANY44ITEM 4: B: BUSINESS OVERVIEW47ITEM 4: C: ORGANIZATIONAL STRUCTURE49ITEM 4: D: PROPERTY, PLANTS AND EQUIPMENT50ITEM 4A: UNRESOLVED STAFF COMMENTS69ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS69ITEM 5 A. OPERATING RESULTS71ITEM 5 B. LIQUIDITY AND CAPITAL RESOURCES77ITEM 5 C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.81ITEM 5 D. TREND INFORMATION81ITEM 5 E. CRITICAL ACCOUNTING ESTIMATES82ITEM 6: A: DIRECTORS AND SENIOR MANAGEMENT82ITEM 6: B: COMPENSATION86ITEM