Lifezone Metals Ltd美股招股说明书(2026-04-23版)

PROSPECTUS SUPPLEMENT(to Prospectus dated August 16, 2024) Pursuant to this prospectus supplement and accompanying base prospectus, we are offering 5,700,000 ordinary shares, par value$0.0001 per shares (the “Ordinary Shares”), to several fundamental institutional investors at a purchase price of $4.40 per share. Our Ordinary Shares are listed on the New York Stock Exchange (the “NYSE”) under the symbol “LZM”. On April 21, 2026, the lastreported sale price of our Ordinary Shares on the NYSE was $5.48 per share. We have retained Roth Capital Partners, LLC (the “placement agent”) to act as our exclusive placement agent in connection with thesecurities offered by this prospectus supplement and the accompanying prospectus. The placement agent has no obligation to buy anyof the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of securities. The placementagent has agreed to use its reasonable best efforts to sell the securities offered by this prospectus supplement and the accompanyingprospectus. We have agreed to pay the placement agent the placement agent fees set forth in the table below. We are an “emerging growth company” and a “foreign private issuer” under applicable Securities and Exchange Commission rules andwill be subject to reduced public company reporting requirements for this prospectus supplement and future filings. See the sectionentitled “Prospectus Supplement Summary—Implications of Being an Emerging Growth Company and a Foreign Private Issuer” foradditional information. Investing in our securities involves a high degree of risk. Please read the sections entitled “Risk Factors” on page S-4containedin this prospectus supplement, the accompanying prospectus and in the documents incorporated by reference into thisprospectus supplement and the accompanying prospectus. Purchase price (1)We have agreed to pay the placement agent a cash fee of 6% of the gross proceeds raised in this offering. In addition, we haveagreed to reimburse the placement agent for certain offering related expenses. See “Plan of Distribution” for additionalinformation about our compensation arrangements with the placement agent. Neither the United States Securities and Exchange Commission nor any state securities commission or any other regulatorybody, has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplementor the accompanying prospectus. Any representation to the contrary is a criminal offense. Delivery of the Ordinary Shares is expected to be made on or about April 23, 2026, subject to satisfaction of certain customary closingconditions. Roth Capital Partners The date of this prospectus supplement is April 22, 2026. Table of Contents Prospectus Supplement PageAbout this Prospectus SupplementS-iiPresentation of Financial InformationS-iiiCautionary Note Regarding Mineral Reserves and Mineral ResourcesS-iiiTechnical and Third-Party InformationS-iiiProspectus Supplement SummaryS-1The OfferingS-3Risk FactorsS-4Cautionary Note Regarding Forward-Looking StatementsS-5Use of ProceedsS-6Capitalization and IndebtednessS-7DilutionS-8Dividend PolicyS-8Material U.S. Federal Income Tax ConsiderationsS-9Plan of DistributionS-14Description of Share CapitalS-16Legal MattersS-19ExpertsS-19Where You Can Find Additional InformationS-19Enforceability of Civil LiabilitiesS-19Incorporation by ReferenceS-20Offering ExpensesS-20 Prospectus PageABOUT THIS PROSPECTUSiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiPROSPECTUS SUMMARY1RISK FACTORS2USE OF PROCEEDS2MARKET PRICE OF OUR SECURITIES AND DIVIDEND POLICY2CAPITALIZATION AND INDEBTEDNESS3SELLING SECURITYHOLDERS4TAXATION6DESCRIPTION OF SECURITIES6DESCRIPTION OF LIFEZONE METALS ORDINARY SHARES6DESCRIPTION OF WARRANTS9DESCRIPTION OF RIGHTS10DESCRIPTION OF UNITS11PLAN OF DISTRIBUTION12EXPENSES14LEGAL MATTERS14EXPERTS14SERVICE 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 SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a registration statement on Form F-3 (File No. 333-281189)that we filed with the SEC, that was declared effective by the SEC on August 16, 2024, using a “shelf” registration process. Before buying any of the Ordinary Shares that we are offering, we urge you to carefully read this prospectus supplement and theaccompanying prospectus and all of the information incorporated by reference herein and therein, as well as the additional informationdescribed under the headings “Where You Can Find Additional Information” and “Incorporation by Reference.” These documentscontain important information that you should consider when making your investment decision. We provide information to you about this offering of Ordinary Shares in: (1) this prospectus supplement, which describes the sp