Lifezone Metals Ltd美股招股说明书(2026-08-06版)

UP TO 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 to500,000 ordinary shares, par value $0.0001 per share (our “Ordinary Shares”), of Lifezone Metals Limited, an Isle of Man company(“we”, “us”, “our”, “Lifezone”, “Lifezone Metals” and “the Company”), that may be issued to the Selling Securityholder uponexercise of warrants issued to the Selling Securityholder pursuant to the Waiver Letter in connection with the Bridge Facility (each asdefined below), as 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 OrdinaryShares or through any other means described in the section entitled “Plan of Distribution” herein. In connection with any sales ofsecurities offered 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 publicly traded warrants (“Public Warrants”) are listed on the New York Stock Exchange (the“NYSE”) under the symbols “LZM” and “LZMW,” respectively. On August 5, 2026, the closing price for our Ordinary Shares on theNYSE was US$3.95. On August 5, 2026, the closing price for our Public Warrants on the NYSE was US$0.37. 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 “short-swing” profit recovery provisions under Section 16(b) of the Exchange Act.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 4of 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, 2025, filed with the SEC on March 19, 2026 (our “2025 Annual Report on Form 20-F”), and Exhibit99.2 “Lifezone Metals Limited Interim Report for the six months ended June 30, 2026, and June 30, 2025” to our Report onForm 6-K furnished to the SEC on July 29, 2026 (our “2026 Interim Report”), 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 August 6, 2026. TABLE OF CONTENTS TABLE OF CONTENTSiABOUT 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 ANDCONVERTIBLE DEBT9PLAN OF DISTRIBUTION13EXPENSES15LEGAL MATTERS15EXPERTS15SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES UNDER U.S. SECURITIES LAWS16WHERE YOU CAN FIND ADDITIONAL INFORMATION16INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE17 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