Lifezone Metals (NYSE: LZM) prices $25M registered direct offering
Rhea-AI Filing Summary
Lifezone Metals Limited is raising capital through a registered direct offering of equity. The company agreed to sell 5,700,000 ordinary shares at $4.40 per share to seven institutional investors, for expected gross proceeds of approximately $25 million before fees and expenses.
Lifezone plans to use the net proceeds to fund exploration activities in Burundi and Tanzania, its PGM Recycling Project, Hydromet research and development at Simulus Laboratory, and general corporate and working capital needs, including financing costs. The transaction is expected to close on or about April 23, 2026, subject to closing conditions.
Roth Capital Partners is acting as sole placement agent and will receive a 6% fee on the gross proceeds, expected to be $1,504,800. Directors and executive officers have agreed to 30-day lock-up restrictions on share sales and certain derivatives. The shares are being issued under Lifezone’s effective Form F-3 shelf registration and a related prospectus supplement.
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Insights
Lifezone raises $25M via shelf takedown, adding equity but funding projects.
Lifezone Metals is using its effective Form F-3 shelf to complete a registered direct offering of 5,700,000 ordinary shares at $4.40, for gross proceeds of about $25M. A 6% placement fee to Roth Capital Partners totals $1,504,800.
The filing links proceeds directly to exploration in Burundi and Tanzania, the PGM Recycling Project, and Hydromet R&D at Simulus Laboratory, plus general corporate and working capital uses. This clarifies that fresh equity capital is being directed to growth and operating needs.
Dilution depends on Lifezone’s existing share count, which is not detailed here. Short 30-day lock-up agreements for directors and executives modestly limit insider sales immediately after closing. Subsequent disclosures in future reports can show how quickly the new funds are deployed into these projects.
Key Figures
Key Terms
registered direct offering financial
Form F-3 regulatory
shelf registration process regulatory
lock-up agreements financial
Hydromet Technology technical
Offering Details
FAQ
What did Lifezone Metals (LZM) announce in this registered direct offering?
How will Lifezone Metals (LZM) use the net proceeds from this offering?
Who is the placement agent for Lifezone Metals (LZM) and what fee is paid?
When is Lifezone Metals’ (LZM) registered direct offering expected to close?
Are Lifezone Metals (LZM) insiders subject to a lock-up after this offering?
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 ☐
EXPLANATORY NOTE
On April 22, 2026, Lifezone Metals Limited (the “Company”) entered into a share purchase agreement (the “Purchase Agreement”) with seven institutional investors (the “Purchasers”) pursuant to which the Company agreed to issue and sell, in a registered direct offering, an aggregate of 5,700,000 ordinary shares (the “Shares”) of the Company, par value $0.0001 per share (“Ordinary Shares”), at a purchase price of $4.40 per share (the “Offering”).
The Company expects to receive aggregate gross proceeds from the Offering of approximately $25,080,000 million before deducting placement agent fees and other offering expenses. The Company expects to use the net proceeds from the Offering for exploration activities in Burundi and Tanzania, the PGM Recycling Project, conducting Hydromet research and development at Simulus Laboratory, and other general corporate and working capital purposes, including financing costs.
The Offering is expected to close on or about April 23, 2026, subject to the satisfaction of closing conditions set forth in the Purchase Agreement.
Roth Capital Partners, LLC (“Roth”) acted as sole placement agent for the Offering pursuant to a placement agency agreement dated April 22, 2026 (the “Placement Agency Agreement”), between the Company and Roth. Pursuant to the Placement Agency Agreement, the Company has agreed to pay Roth a fee equal to 6% of the gross proceeds received by the Company, which is expected to be $1,504,800.
The Offering is being made pursuant to the Company’s registration statement on Form F-3 (File No. 333-281189), previously filed with the Securities and Exchange Commission (the “SEC”) on August 1, 2024, and declared effective on August 16, 2024, and a prospectus supplement dated April 22, 2026.
In connection with the Offering, the Company’s directors and executive officers have agreed, for a period of 30 days from closing and subject to certain exceptions set forth in the lock-up agreements, not to (i) offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of Ordinary Shares; or (ii) enter into certain derivative transactions relating to the ownership of securities of the Company.
The Purchase Agreement and the Placement Agency Agreement contain representations and warranties and agreements of the applicable parties thereto, as well as certain rights to indemnification, that the Company believes are customary for transactions of this nature. The representations, warranties and covenants contained in the Purchase Agreement and the Placement Agency Agreement were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the applicable parties thereto and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Purchase Agreement and the Placement Agency Agreement are incorporated herein by reference only to provide investors with information regarding the terms of the Purchase Agreement and the Placement Agency Agreement, and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s other filings with the SEC.
The foregoing descriptions of the Purchase Agreement and the Placement Agency Agreement do not purport to be complete and are qualified in their entirety by reference to the copies of the form of the Purchase Agreement and the Placement Agency Agreement, which are furnished as Exhibits 1.1 and 1.2, respectively, to this report on Form 6-K. A copy of the opinion of Appleby (Isle of Man) LLC, counsel to the Company, relating to the validity of the Ordinary Shares to be issued in the Offering is furnished herewith as Exhibit 5.1.
The information in this report and accompanying exhibits shall be deemed to be incorporated by reference into the Company’s registration statement on Form F-3 (File No. 333-281189) and the related prospectus, as such registration statement and prospectus may be amended from time to time, and to be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
1
EXHIBIT INDEX
| Exhibit | Description of Exhibit | |
| 1.1 | Form of Share Purchase Agreement, dated April 22, 2026, by and among Lifezone Metals Limited and the purchasers thereto. | |
| 1.2 | Placement Agency Agreement, dated April 22, 2026, by and between Lifezone Metals Limited and Roth Capital Partners, LLC. | |
| 5.1 | Opinion of Appleby (Isle of Man) LLC. | |
| 99.1 | Press Release of the Company dated April 22, 2026. | |
2
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.
| Lifezone Metals Limited | ||
| Date: April 22, 2026 | By: | /s/ Chris Showalter |
| Name: | Chris Showalter | |
| Title: | Chief Executive Officer | |
3
Exhibit 99.1
Lifezone Metals Announces Pricing of $25 Million
Registered Direct Offering
April 22, 2026
New York (USA) – Lifezone Metals Limited (NYSE: LZM) announced today that it has entered into a share purchase agreement with fundamental institutional investors for the sale of 5,700,000 ordinary shares at a price of $4.40 per share. Gross proceeds to the Company are expected to be approximately $25 million, excluding placement agent fees and offering-related expenses. The net proceeds of this offering will be used for exploration activities in Burundi and Tanzania, the PGM Recycling Project, conducting Hydromet research and development at Simulus Laboratory, and for other general corporate and working capital purposes, including financing costs.
The offering is expected to close on or about April 23, 2026, subject to the satisfaction of customary closing conditions.
Roth Capital Partners served as the sole placement agent for the transaction.
The ordinary shares described above were offered by Lifezone pursuant to a registration statement on Form F-3 (File No. 333-281189) that the Company filed with the Securities and Exchange Commission, which was declared effective by the SEC on August 16, 2024, using a “shelf” registration process. The ordinary shares of the Company may only be offered by means of a prospectus. A prospectus supplement and the accompanying prospectus relating to and describing the offering will be filed with the SEC. When available, electronic copies of the prospectus supplement and the accompanying prospectus relating to the offering may be obtained by visiting the SEC’s website at www.sec.gov or by contacting Roth Capital Partners at 888 San Clemente Drive, Suite 400, Newport Beach, CA 92660, or by email at rothecm@roth.com.
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
LZM ANNOUNCES PRICING OF REGISTERED DIRECT OFFERING 2026 04 22
Contact
|
Investor Relations Ingo Hofmaier Chief Financial Officer ingo.hofmaier@lifezonemetals.com |
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About Lifezone Metals
Lifezone Metals (NYSE: LZM) is committed to delivering cleaner and more responsible metals production and recycling. Through the application of our Hydromet Technology, the Company offers the potential for lower energy consumption, lower emissions and lower cost metals production compared to traditional smelting.
The Company’s Kabanga Nickel Project in Tanzania is believed to be one of the world’s largest and highest-grade development-ready nickel sulfide deposits. By pairing it with the Company’s Hydromet Technology, Lifezone is working to unlock a new source of nickel, copper and cobalt for the global battery metals markets and to empower Tanzania to achieve in-country beneficiation.
Through the Company’s US-based recycling partnership, Lifezone is working towards applying its Hydromet Technology to the recovery of platinum, palladium and rhodium from responsibly sourced spent automotive catalytic converters. The Company’s process is expected to be cleaner and more efficient than conventional smelting and refining methods, supporting a circular economy for precious metals.
www.lifezonemetals.com
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the “safe harbor” provisions under the Private Securities Litigation Reform Act of 1995. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements may be accompanied by words such as “believes,” “estimates,” “expects,” “predicts,” “projects,” “forecasts,” “may,” “might,” “will,” “could,” “should,” “would,” “seeks,” “plans,” “scheduled,” “possible,” “continue,” “potential,” “anticipates” or “intends” or the negatives of these terms or variations of them or similar terminology or expressions that predict or indicate future events or trends or that are not statements of historical matters; provided, however, that the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this press release, include, but are not limited to, statements regarding the proposed public offering, related timing, and the intended use of proceeds from the offering. There can be no assurance as to whether or when the offering may be completed or as to how the proceeds of the offering will be used and whether proceeds raised will be sufficient for their intended purposes. The forward-looking statements in this press release are subject to risks and uncertainties that may cause actual results to differ materially, including market and other conditions, risks associated with the cash requirements of the Company’s business and other risks and uncertainties that may affect the Company’s business, results of operations and financial condition and future operations, and other risks that are and will be detailed from time to time in the Company’s filings with the Securities and Exchange Commission (the “Commission”), including the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025 and the Reports on Form 6-K that the Company files and furnishes from time to time with the Commission. Further, the forward-looking statements in this press release are based on the current expectations of Lifezone Metals’ management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Lifezone Metals and its subsidiaries. Except as otherwise required by applicable law, we disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data, or methods, future events, or other changes after the date of this communication.
LZM ANNOUNCES PRICING OF REGISTERED DIRECT OFFERING 2026 04 22