Lifezone Metals Ltd美股招股说明书(2025-09-10版)

UP TO 2,500,000 ORDINARY SHARES OFFERED BY SELLING SECURITYHOLDER The selling securityholder named in this prospectus (the “Selling Securityholder”) may offer and sell from time to time up to2,500,000 ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of Lifezone Metals Limited, an Isle of Man company(“Lifezone Metals”), that may be issuable to the Selling Securityholder upon exercise of warrants issued to the Selling Securityholderin connection with the Bridge Facility, as defined below, described herein. The Selling Securityholder may offer all or part of the securities for resale from time to time through public or privatetransactions, at either prevailing market prices or at privately negotiated prices. These securities are being registered to permit theSelling Securityholder to sell securities from time to time, in amounts, at prices and on terms determined at the time of offering. TheSelling Securityholder may sell these securities through ordinary brokerage transactions, directly to market makers of our shares orthrough any other means described in the section entitled “Plan of Distribution” herein. In connection with any sales of securitiesoffered hereunder, the Selling Securityholder, any agents, brokers or dealers participating in such sales may be deemed to be“underwriters” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). Our Ordinary Shares and public Warrants are listed on the New York Stock Exchange (the “NYSE”) under the symbols“LZM” and “LZMW,” respectively. On September 8, 2025, the closing price for our Ordinary Shares on the NYSE was $4.59. OnSeptember 8, 2025, the closing price for our Warrants on the NYSE was $0.4000. We will not receive any proceeds from the sale of the securities by the Selling Securityholder. However, we will receiveproceeds from the exercise of the warrants if the Selling Securityholder exercises a warrant for cash. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. Youshould read this entire prospectus and any amendments or supplements carefully before you make your investment decision. Lifezone Metals is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and istherefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies. Lifezone Metals is also a “foreign private issuer” as defined in the Securities Exchange Act of 1934, as amended (the“Exchange Act”), and is exempt from certain rules under the Exchange Act that impose certain disclosure obligations and proceduralrequirements for proxy solicitations under Section 14 of the Exchange Act. In addition, Lifezone Metals’ officers, directors andprincipal shareholders are exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the ExchangeAct. Moreover, Lifezone Metals is not required to file periodic reports and financial statements with the Securities and ExchangeCommission (the “SEC”) as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. Investing in our securities involves a high degree of risk. See “Risk Factors” on page 4 of this prospectus and riskfactors contained in the documents incorporated by reference herein, including our Annual Report on Form 20-F for the fiscalyear ended December 31, 2024, before you make an investment in the securities. Neither the SEC nor any state or foreign securities commission has approved or disapproved of these securities ordetermined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. This prospectus is dated September 8, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUSiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiPROSPECTUS SUMMARY1RISK FACTORS4USE OF PROCEEDS5MARKET PRICE OF OUR SECURITIES AND DIVIDEND POLICY5CAPITALIZATION AND INDEBTEDNESS6SELLING SECURITYHOLDER7TAXATION8DESCRIPTION OF LIFEZONE METALS ORDINARY SHARES, WARRANTS AND CONVERTIBLE DEBT8PLAN OF DISTRIBUTION11EXPENSES13LEGAL MATTERS13EXPERTS13SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES UNDER U.S. SECURITIES LAWS14WHERE YOU CAN FIND ADDITIONAL INFORMATION14INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE15 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form F-3 that we filed with the SEC utilizing a “shelf” registrationprocess. Under this process, the Selling Securityholder referred to in this prospectus and identified in any supplements to thisprospectus may offer and sell Ordinary Shares under this prospectus. Under this shelf process, the Selling Securityholder may sell up to 2,500,000 Ordinary Shares in one or more offerings. Theoffer and sale of securities under this prospectus may be made from time to time, in one or more offerings, in any manner described inthe section of this prospectus entitled “P