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 April 2026
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 ☐
On March 7, 2026, Lifezone Metals Limited (the
“Company”), its wholly-owned subsidiary Kabanga Nickel Limited (the “Borrower”) and Taurus Mining Finance Fund
No. 2, L.P. (“Taurus Mining Finance”) executed a waiver letter with respect to the $60 million senior secured bridge loan
facility agreement (the “Bridge Loan Facility Agreement”). Pursuant to the waiver letter, among other things, Taurus Mining
Finance waived certain conditions related to the Borrower’s second Utilization and expanded the definition of a Permitted Minority
Investor. As a result of the waiver, the Borrower issued a second Utilization request for $21.7 million to Taurus Mining Finance shortly
after the waiver letter was executed.
The foregoing description of the waiver letter
does not purport to be complete and is qualified in its entirety by reference to the copy of the waiver letter, which is furnished as
Exhibit 99.1 this report on Form 6-K.
The Company intends to incorporate this Form 6-K and the accompanying
exhibit by reference into its registration statements on Form F-3 (File Nos. 333-272865, 333-281189
and 333-289809) 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amended from time to time, and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents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.
EXHIBIT INDEX
| Exhibit |
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Description of Exhibit |
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| 99.1 |
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Waiver Letter, dated March 7, 2026, among Kabanga Nickel Limited, Lifezone Metals Limited and Taurus Mining Finance Fund No. 2, L.P. |
SIGNATURE
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.
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Lifezone Metals Limited |
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| Date: April 21, 2026 |
By: |
/s/ Chris Showalter |
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Name: |
Chris Showalter |
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Title: |
Chief Executive Officer |
Exhibit 99.1
| To: |
TAURUS MINING FINANCE FUND NO. 2, L.P. (in its capacity as Agent) |
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Corporporation Trust Center
1209 Orange St, Wilmington
Delaware 19801, USA |
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Attention: Brad Cowdroy, Mark Cook and Megan Lui
Email: operations_team@taurusfunds.com.au
|
7 March 2026
Dear Sir/ Madam,
Bridge Loan Facility Agreement dated 8 August 2025
– Second Drawdown Waiver Letter (this “Letter”)
| 1.1 | We refer to the Bridge Loan Facility Agreement dated 8 August 2025 between, amongst
others, Kabanga Nickel Limited (as Borrower), Lifezone Metals Limited (as Parent) and Taurus Mining Finance Fund No. 2, L.P. (as Arranger
and Agent) (the “Facility Agreement”). |
| 1.2 | Terms used but not otherwise defined in this Letter shall have the same meaning
as in the Facility Agreement. The principles of construction set out in Section 1.2 (Construction) of the Facility Agreement shall
have effect as if set out in full in this Letter, mutatis mutandis. |
| 2 | Background to waivers request |
| 2.1 | Pursuant to clause 5.2(a)(vi)(B)(Completion of a Utilisation Request) of
the Facility Agreement, a Utilisation Request in respect of the second Utilisation after the Financial Close Date will not be regarded
as having been duly completed unless the Agent is satisfied (and has received acceptable documentation or such other evidence from the
Borrower to confirm such satisfaction) that, amongst other things, the Framework Agreement has been amended on acceptable terms to reflect
the agreement of the Tanzanian Government, following delivery to it of the Feasibility Study, to the sharing of the economic benefits
of the Project and the joint financial model prepared by the Borrower for the Project in connection with the Framework Agreement. |
| 2.2 | The Borrower delivered to the Agent: (i) the proposed amendments to the Framework
Agreement in the form of a draft amendment and restatement agreement for the Framework Agreement a copy of which was received by the Agent
from the Borrower on 21 January 2026, which was superseded by a draft deed of amendment to the Framework Agreement on materially the same
terms and reformatted as a deed (the “Deed of Amendment to the Framework Agreement”) and which was sent to the Tanzanian
Government for its review on 1 February 2026 (a copy of which was received by the Agent from the Borrower on 6 March 2026) (which was
anticipated to be progressed for approval and signing by the parties by the end of February 2026, as evidenced by a letter dated 19 January
2026 from the Tanzanian Government Office of the Treasury Registrar to the Borrower (a copy of which is attached in Schedule 2 (Treasury
Registrar Confirmation Letter) to this Letter), and (ii) a copy of a letter from the U.S. International Development Finance Corporation
(“DFC”) addressed to the Parent/ the Borrower confirming the approval by DFC of the terms of the proposed amendments
to the Framework Agreement in the form of a draft amendment and restatement agreement for the Framework Agreement, which the Borrower
subsequently revised and reformatted as the Deed of Amendment to the Framework Agreement (a copy of which is attached in Schedule 3 (DFC
Confirmation Letter) to this Letter). |
| 2.3 | The Borrower has informed the Agent that (a) the Deed of Amendment to the Framework
Agreement will be submitted to the relevant Tanzanian Government Cabinet for a meeting in March 2026, (b) at this meeting
a decision will be taken to execute the Deed of Amendment to the Framework Agreement, and (c) on the assumption that the decision is in
fact taken to execute the Deed of Amendment to the Framework Agreement, it is expected that the Deed of Amendment to the Framework Agreement
will be executed by the Tanzanian Government in March 2026. |
| 2.4 | Pursuant to clause 20.28(e)(Further assurance) of the Facility Agreement,
each of Tembo Nickel Mining and Tembo Nickel Refining is required to ensure that, on or before the date of the second Utilisation, its
Articles of Association are amended to provide that the Proportionate Interest (as defined therein) is (i) in respect of the Class A Shares
(as defined therein), 99.98% and (ii) in respect of the Class B Shares (as defined therein), 0.02%, together with any necessary consequential
changes, and must deliver to the Agent a copy of the amended Articles of Association evidencing the same. |
| 2.5 | The Borrower intends to submit a Utilisation Request for the second Utilisation on or about 9 March 2026. The Borrower has
advised the Agent that the Deed of Amendment to the Framework Agreement will not be executed by the parties thereto before the date of
the Utilisation Request for the second Utilisation and accordingly the Framework Agreement will not be amended as required under clause
5.2(a)(vi)(B) (Completion of a Utilisation Request) of the Facility Agreement. Further, the Borrower has advised the Agent that
the Articles of Association of Tembo Nickel Mining and Tembo Nickel Refining will not be amended as required under clause 20.28(e)(Further
assurance) of the Facility Agreement before the date of the Utilisation Request for the second Utilisation. |
| 3 | Waiver requests and consent |
| 3.1 | The Borrower hereby requests that the Majority Lenders (in accordance with clause
33.1 (Required consent) of the Facility Agreement) agree to: |
| (a) | waive the condition under clause 5.2(a)(vi)(B)(Completion
of a Utilisation Request) of the Facility Agreement in relation to the second Utilisation (the “Framework Agreement Amendment
Waiver”); and |
| (b) | waive the requirement under clause 20.28(e)(Further assurance)
of the Facility Agreement in relation to the second Utilisation (the “Articles Amendment Waiver”). |
| 3.2 | In consideration for the waivers requested in paragraph 3.1 of this Letter, the
Borrower and the Parent undertake to the Finance Parties: |
| (a) | in relation to the Framework Agreement Amendment Waiver |
| (i) | to use all reasonable endeavours to complete all the actions
and do all things required under clause 5.2(a)(vi)(B)(Completion of a Utilisation Request) of the Facility Agreement as soon as
reasonably practicable after the date of the second Utilisation and in any event no later than within 90 days of the date of the second
Utilisation (such date, the “Framework Amendment Long Stop Date”); and |
| (ii) | if any of the actions and things referred to in paragraph 3.2(a)(i) above are
not completed by the Framework Amendment Long Stop Date, the Parent shall issue the Additional Warrants (as defined in paragraph 4 of
this Letter) in accordance with paragraph 4 of this Letter; and |
| (b) | in relation to the Articles Amendment Waiver, to use all reasonable
endeavours to procure that the amendments to the Articles of Association of Tembo Nickel Mining and Tembo Nickel Refining required under
clause 20.28(e)(Further assurance) of the Facility Agreement are implemented as soon as reasonably practicable after the date
of the second Utilisation and in any event, prior to the earlier of: (i) the date of the third Utilisation and (ii) 30 September 2026. |
| 3.3 | By countersigning this Letter, the Agent (acting on the instructions of the Majority
Lenders) acknowledges the matters set out in paragraphs 2, 3 and 4 of this Letter and agrees to consent to the waivers requested in paragraph
3.1 of this Letter subject to the terms and conditions of this Letter. The consent of the Agent shall become effective on the date of
this Letter. |
| 4.1 | If paragraph 3.2(a)(i) of this Letter applies, the Parent shall: |
| (a) | issue to the Original Lender, within two (2) Business Days of the Framework Amendment
Long Stop Date, 500,000 common share purchase warrants of the Parent with an exercise period of 5 years from the issue date and an exercise
price equal to 125% of the 30-day VWAP to the Framework Amendment Long Stop Date (as adjusted pro rata for any issuance of new shares
by the Parent as a result of a share split, or bonus issue or for any share consolidation from the Framework Amendment Long Stop Date
and during the term)(the “Additional Warrants”); |
| (b) | deliver to the Agent (in each case in form and substance satisfactory to the Agent)
all corporate authorisations and other documents (if any) which the Agent may reasonably require in connection with the issue of the Additional
Warrants and a legal opinion of Baker McKenzie LLP legal advisers to the Parent in New York (or any other New York law adviser to the
Parent) as to the offer, sale and issuance of the Additional Warrants being exempt from registration under the Securities Act; and |
| (c) | procure that a resale registration statement with respect to
the Additional Warrants shall be declared effective by the SEC by the Effectiveness Deadline. |
| 4.2 | For the purpose of paragraph 4.1(c) above, the “Effectiveness Deadline”
means, with respect to the resale registration statement for the Additional Warrants, fifteen (15) calendar days after the SEC notifies
the Parent of “no review” of the registration statement (or, in the event of a “full review” by the SEC, ninety (90)
days following the date the SEC notifies the Parent of a “full review”). |
| 4.3 | The Borrower and the Parent shall be deemed to confirm, as at the date on which
the Additional Warrants are issued by the Parent, that the Repeating Representations to be made by it and each other Obligor are true
in all material respects. |
| 5 | Amendments to the Facility Agreement |
| 5.1 | Additional Warrants: The parties to this Letter agree that, upon the issuance
by the Parent of the Additional Warrants in accordance with paragraph 4.1 of this Letter, with effect from the date on which the Additional
Warrants are issued by the Parent, the Facility Agreement shall be amended as set out in Schedule 1 (Additional Warrants Amendments
to the Facility Agreement). |
| 5.2 | Permitted Minority Investor: The parties to this Letter further agree that,
with effect from the date of this Letter, paragraphs (1) and (2) of the definition of “Permitted Minority Investor” in
Clause 20.23(c)(C)(Review Event) of the Facility Agreement shall be deleted in their entirety and replaced with the following: |
“Permitted Minority Investor” means any
third party investor which:
“(1) individually holds beneficially no more than 35%
of the issued share capital of the Borrower (which shall include any options to acquire share capital of the Borrower);
(2) when aggregated with the
beneficial holdings of each other Permitted Minority Investor, holds beneficially less than 50% of the issued share capital of the Borrower
(which shall include any options to acquire share capital of the Borrower);”
| 5.3 | Schedule 9 (Permitted Minority Investor List):
The parties to this Letter agree that, with effect from the date of this Letter, Schedule 9 (Permitted Minority Investor List)
to the Facility Agreement shall be amended by adding Orion Critical Minerals Consortium as an additional Permitted Minority Investor
under number 18 in the first table of that Schedule as follows: |
| | |
Permitted Minority Investors - Strategic and financial investors | |
Type |
| 18 | |
Orion Critical Minerals Consortium | |
Financial Investor / Private Equity |
| 6.1 | The Borrower and the Parent hereby confirm that, as at the date
of this Letter and as the date on which the consent of the Agent under paragraph 3.3 becomes effective: |
| (a) | the Repeating Representations to be made by it and each other
Obligor are true in all material respects; and |
| (b) | no Default or Review Event is continuing or would result from the waivers contemplated
in this Letter. |
| 6.2 | The parties to this Letter agree and acknowledge that, other than as expressly
contemplated in this Letter, no change, amendment, waiver or consent with respect to the terms and provisions of any of the Finance Documents
is intended or contemplated hereby (which terms and provisions remain unchanged and in full force and effect other than as expressly set
forth herein) and the waivers granted pursuant to this Letter: |
| (a) | shall apply to the obligations of the Borrower with respect
to the second Utilisation only and not in relation to any subsequent Utilisation; |
| (b) | shall not affect the rights of the Finance Parties in relation to any circumstance
or matter other than those specifically referred to in this Letter with respect to which the waivers are requested; and |
| (c) | are given in reliance upon the information supplied to the Agent by the Borrower
being true, complete and accurate and shall be without prejudice to any rights which any of the Finance Parties may have at any time in
relation to any such information not being true, complete and accurate, which rights shall remain in full force and effect. |
| 6.3 | This Letter is hereby designated as a Finance Document by the
Agent and the Borrower. |
| 6.4 | Pursuant to Clause 15.2 (Amendment costs) of the Facility Agreement, the
Borrower shall, within ten Business Days of demand, reimburse the Agent for the amount of all costs and expenses (including legal fees)
reasonably incurred by the Agent in connection with this Letter and the waivers contemplated hereby. |
| 6.5 | This Letter and any non-contractual obligations arising out of or in connection
with this Letter shall be governed by, and construed in accordance with, English law. |
| 6.6 | The provisions of Clause 1.4 (Third party rights), Clause 36 (Counterparts)
and Clause 38 (Enforcement) of the Facility Agreement shall apply to this Letter as if they had been set out again in full in this
Letter, mutatis mutandis and with references to the Facility Agreement being construed as references to this Letter. |
We look forward to receiving your response as soon as possible.
Yours faithfully
| /s/ Chris Showalter |
|
| Name: Chris Showalter |
|
| |
|
| For and on behalf of |
|
| KABANGA NICKEL LIMITED as Borrower |
|
| /s/ Chris Showalter |
|
| Name: Chris Showalter |
|
| |
|
| For and on behalf of |
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| KABANGA NICKEL LIMITED as Parent |
|
The acknowledgements and waivers
sought in this Letter and the designation of this Letter as a Finance Documents are hereby acknowledged and agreed by the Agent (acting
on the instructions of the Majority Lenders) subject to the terms of this Letter:
| /s/ Tim Woolaver |
|
| Name: Tim Woolaver |
|
| |
|
| For and on behalf of |
|
| Taurus Mining Finance Fund No. 2, L.P. acting through its general partner Taurus Mining Finance Fund No. 2, GP LLC |
|
SCHEDULE 1
Additional Warrants Amendments
to the Facility Agreement
The parties to this Letter agree
that, upon and from the date of issuance of the Additional Warrants in accordance with paragraph 4.1 of this Letter, the Facility Agreement
shall be amended as set out in this Schedule 1.
| 1. | Clause 1.1 (Definitions) of the Facility Agreement shall
be amended as follows: |
| a. | the following new definitions shall be added in the correct
alphabetical order: |
| i. | “Additional Warrants” has the meaning given
to that term in the Second Utilisation Waiver Letter. |
| ii. | “Additional Warrants Issue Date” means the date of issue by the Parent
of the Additional Warrants. |
| iii. | “Additional Warrant Shares” has the meaning given to that term in
the Second Utilisation Waiver Letter. |
| iv. | “Second Utilisation Waiver Letter” means a letter dated on or
about 6 March 2026 from the Borrower and the Parent to the Agent pursuant to which the Agent agreed to waive certain conditions to the
second Utilisation on the terms and subject to the conditions set out thereinto “Warrants” shall include the Additional Warrants
and all references to “Warrant Shares” shall include the Additional Warrant Shares; |
| b. | the definition of “Effective Deadline” shall be amended by deleting
it in its entirety and replacing it with the following: |
“Effectiveness
Deadline” means, (i) with respect to the resale registration statement for the Warrant Shares (Signing Date), fifteen (15)
calendar days after the date the SEC notifies the Parent of “no review” of the registration statement (or, in the event of
a “full review” by the SEC, ninety (90) days following the date the SEC notifies the Parent of a “full review”),
(ii) with respect to the resale registration statement for the Additional Warrant Shares, fifteen (15) calendar days after the date the
SEC notifies the Parent of “no review” of the registration statement (or, in the event of a “full review” by
the SEC, ninety (90) days following the date the SEC notifies the Parent of a “full review”), and (iii) with respect to the
resale registration statement for the Warrant Shares (Extension Date), fifteen (15) calendar days after the date the SEC notifies the
Parent of “no review” of the registration statement (or, in the event of a “full review” by the SEC, ninety (90)
days following the date the SEC notifies the Parent of a “full review”).
| c. | the definition of “Filing Deadline” shall be amended by deleting
it in its entirety and replacing it with the following: |
“Filing Deadline”
means, (i) with respect to the Warrant Shares (Signing Date), thirty (30) calendar days after the date of this Agreement, (ii) with respect
to the Additional Warrant Shares, thirty (30) calendar days after the Additional Warrant Issue Date, and (iii) with respect to the Warrant
Shares (Extension Date), thirty (30) calendar days after the Extension Date.
| d. | the definition of “Warrant Shares” shall be amended by deleting
it in its entirety and replacing it with the following: |
“Warrant Shares”
means the Warrant Shares (Extension Date), the Additional Warrant Shares and the Warrant Shares (Signing Date).
| e. | the definition of “Warrants” shall be amended by deleting it in
its entirety and replacing it with the following: |
“Warrants” means the Warrants (Signing
Date), the Additional Warrants and the Warrants (Extension Date).
| 2. | Paragraphs (a) and (b) of Clause 20.24 (Warrants) of
the Facility Agreement shall be deleted in the entirety and replaced with the following: |
“(a) The Parent will ensure that the Warrants and Warrant
Shares are duly and validly authorised and issued. The Parent will ensure that:
| (i) | at all times prior to the expiry date of the Warrants (Signing
Date), a sufficient number of Warrant Shares (Signing Date) are allotted and reserved for issuance upon the exercise of such Warrants; |
| (ii) | at all times prior to the expiry date of the Additional Warrant, a sufficient number
of Additional Warrant Shares are allotted and reserved for issuance upon the exercise of such Warrants; and |
| (iii) | to the extent the Borrower has exercised its right under Clause 6.1(b) (Repayment
of Loans) to extend the Repayment Date, at all times prior to the expiry date of the Warrants (Extension Date), a sufficient number
of Warrant Shares (Extension Date) are allotted and reserved for issuance upon the exercise such Warrants. |
(b) The Parent will use its commercially
reasonable efforts to cause: (i) the Warrant Shares (Signing Date) to be listed for trading on the NYSE as of the date of this Agreement;
(ii) the Additional Warrant Shares to be listed for trading on the NYSE no later than the issue date of the Additional Warrants; and (ii)
the Warrant Shares (Extension Date) to be listed for trading on the NYSE no later than the issue date of the Warrants (Extension Date).”
SCHEDULE 2
Treasury Registrar Confirmation
Letter
SCHEDULE 3
DFC Confirmation Letter
