Lifezone Metals Ltd 2026年年度报告和过渡报告

FORM 20-F (Mark One) REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACTOF 1934 OR For the fiscal year ended December31, 2025 OR OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 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: None(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 period Ordinary Shares* 85,509,305 *includes 1,725,000 ordinary shares issued and held in escrow Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesNo 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. YesNo 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. YesNo 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). YesNo 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. †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. 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. 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). Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP International Financial Reporting Standards as issuedby the International Accounting Standards Board Other If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item theregistrant has elected to follow.Item 17Item 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). YesNo TABLE OF CONTENTS INTRODUCTIONivCERTAIN DEFINED TERMSvCAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTSxiPART I1ITEM 1A, B, CIDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1ITEM 2A, B OFFER STATISTICS AND EXPECTED TIMETABLE1ITEM 3A, B, C KEY INFORMATION1ITEM 3 D RISK FACTORS1ITEM 4 INFORMATION ON THE COMPANY39ITEM 4 B BUSINESS OVERVIEW40ITEM 4 C ORGANIZATIONAL STRUCTURE43ITEM 4 DPROPERTY, PLANTS AND EQUIPMENT44ITEM 4 A UNRESOLVED STAFF COMMENTS80ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS81ITEM 5 A OPERATING RESULTS82ITEM 5 BLIQUIDITY AND CAPITAL RESOURCES90ITEM 5 CRESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.94ITEM 5 D TREND INFORMATION95ITEM 5 E CRITICAL ACCOUNTING ESTIMATES95ITEM 6 A DI