Lifezone Metals Ltd 6-K, filed Oct 29, 2026
Lifezone Metals Ltd (LZM)
6-K
2026-10-29
For: 2026-09-30
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Added on
October 29, 2026
About this 6-K
Lifezone Metals Ltd filed this 6-K on October 29, 2026.
Lifezone Metals reported nine-month revenue of $1.9 million, cash of $22.2 million at September 30, 2026, and a $13.5 million net loss. Orion CMC negotiations for Kabanga advanced, with $18.3 million available under the bridge loan until November 29, 2026. AI summary
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 October 2026
Commission File Number: 001-41737
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 x Form 40-F o
On October 29, 2026, Lifezone Metals Limited (“Lifezone Metals” or the “Company”) announced the financial results for the three and nine months ended September 30, 2026 . A copy of that Press Release is furnished as Exhibit 99.1 to this report on Form 6-K.
A copy of Lifezone Metals Unaudited Consolidated Interim Financial Statements as of September 30, 2026 are attached at Exhibit 99.2 to this report on Form 6-K. Exhibit 99.2 also includes management’s discussion and analysis of financial conditions and results of the Company's operations for the three and nine months ended September 30, 2026 .
The information in the attached Exhibits 99.2 shall be deemed to be incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-272865 and 333-281189 and 333-289809 and 333-297788) 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be amended from time to time, and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
The information in the attached Exhibit 99.1 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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EXHIBIT INDEX
| Exhibit | Description of Exhibit | |||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
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: October 29, 2026 | By: | /s/ Ingo Hofmaier | ||||||
| Name: | Ingo Hofmaier | |||||||
| Title: | Chief Financial Officer | |||||||
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LIFEZONE Q3 2026 INTERIM FINANCIAL RESULTS 1 Lifezone Announces Q3 2026 Interim Financial Results October 29, 2026 New York (USA) – Lifezone Metals Limited’s (NYSE: LZM) Chief Executive Officer, Chris Showalter and Chief Financial Officer, Ingo Hofmaier, announce the Q3 2026 Interim Financial Results, available on Edgar and the Company’s website. Mr. Showalter commented: "Our advanced negotiations with the Orion Critical Mineral Consortium (Orion CMC) on a significant strategic equity investment into Kabanga are the defining development. Orion CMC was created by Orion Resource Partners, alongside the U.S. International Development Finance Corporation and L’IMAD (Abu Dhabi’s sovereign investment platform), to invest in strategic critical minerals projects that can deliver near-term supply to the United States and its allies. Kabanga is exactly that kind of project, and Orion CMC's investment would bring a strategic partner into the project as we work towards FID. This quarter we also received independent confirmation that the Kabanga Resettlement Action Plan is in material alignment with IFC Performance Standard 5, which reduced the cap on consideration payable to BHP by $8 million. This reflects our commitment to developing Kabanga to international standards, which is fundamental to securing project financing and to our partnerships with lenders and investors.” Financial Summary: 1 - The undrawn balance of the senior secured bridge loan facility is contingent on the signing of the amendment to the Framework Agreement. The facility is available for further drawdowns until November 29, 2026, following Taurus's agreement to a three-month extension. September 30, 2026 September 30, 2025 $ $ Opening cash 20,144,250 29,283,942 Cash flow from: Operating activities 7,874,401- 9,101,396- Investing activities 24,149,325- 13,526,386- Financing activities 34,078,921 17,011,696 Net increase (decrease) in cash & cash equivalents 2,055,195 5,616,086- Effect of exchange rate changes on cash & cash equivalents 30,725- 13,157- Closing cash 22,168,720 23,654,699 Liquidity : September 30, 2026 December 31, 2025 Cash balance 22,168,720 20,144,250 Undrawn balance of senior secured bridge loan facility1 18,300,000 40,000,000 Total 40,468,720 60,144,250 For the nine months ended
LIFEZONE Q3 2026 INTERIM FINANCIAL RESULTS 2 • Lifezone Metals reported a cash balance of $22.2 million as of September 30, 2026, compared to $20.1 million as of December 31, 2025. • Cash usage from investing activities for the nine months ended September 30, 2026, amounted to $24.1 million, with $24.8 million invested in the Kabanga Nickel Project. • Revenue for the nine months ended September 30, 2026, was $1.9 million compared to $0.5 million during the nine months ended September 30, 2025, driven by increased third- party technical and laboratory services at Simulus. • As of September 30, 2026, $41.7 million has been drawn from the senior secured bridge loan facility, of which $21.7 million was received during the nine months ended September 30, 2026, with a further $18.3 million available until November 29, 2026, to progress the Kabanga Nickel Project pre-FID activities, early works, and development activities, and to conclude the project financing workstream. • For the nine months ended September 30, 2026, Lifezone reported a basic and diluted loss per share of $0.15, based on a net loss of $13.5 million attributable to Lifezone shareholders and 87.6 million weighted average ordinary shares outstanding. This compares to basic loss per share of $0.13 and diluted loss per share of $0.17 during the nine months ended September 30, 2025. • Net losses for the nine months ended September 30, 2026, include significant non-cash fair value gains of $8.9 million related to the remeasurement of certain financial instruments compared to gains of $7.6 million during the nine months ended September 30, 2025. • During the period, Lifezone recognized a fair value gain of $1.9 million on embedded derivatives related to the convertible debentures, $1.6 million gain on warrant liabilities, and $5.5 million gain on the deferred consideration to BHP. These gains were largely attributable to a decline in Lifezone’s share price, which fell from $4.27 as of December 31, 2025, to $3.76 as of September 30, 2026, thereby reducing the fair value of these liabilities. • General and administrative expenses were $16.3 million in the nine months ended September 30, 2026, compared to $12.5 million in the corresponding period in 2025. The increase in general and administrative expenses is primarily driven by non-cash share- based payment charges of $4.9 million. • Funding in the nine months ended September 30, 2026, included net proceeds of $23.3 million from the $25 million registered direct offering completed on April 23, 2026.
LIFEZONE Q3 2026 INTERIM FINANCIAL RESULTS 3 Corporate highlights and key activities during the nine months ended September 30, 2026 Kabanga Nickel Project: Financing Workstreams: • With the Kabanga Nickel Project being considered as a Tanzanian U.S.-linked project of national importance, during the third quarter and to date, Lifezone participated in several Tanzanian-linked international events including the C-CEOs Forum 2026 from September 28 to September 29, 2026, in Arusha, Tanzania; EU-Tanzanian Business Investment Forum from September 28 to September 29, 2026, in Helsinki, Finland; and the inaugural Tanzania Investment Forum on October 8, 2026, in London, England. Figure 1: Lifezone Metals' CFO Ingo Hofmaier joined Hon. Anthony P. Mavunde (MP), Minister of Minerals on a panel at the Tanzania Investment Forum 2026 in London • We expect the Board of Directors to make the FID decision for the Project during the first quarter of 2027, with the amendment of the Framework Agreement and the agreement on the Joint Financial Model being conditions for the successful financing of the Kabanga Nickel Project. With concerted efforts, this date could be moved forward, but FID could also
LIFEZONE Q3 2026 INTERIM FINANCIAL RESULTS 4 happen later depending on lenders' final due diligence and the conclusion of the financing terms. • As announced on October 23, 2026, negotiations are in an advanced stage with Orion Critical Mineral Consortium (Orion CMC) regarding a significant strategic equity investment into the Kabanga Nickel Project, with the project financing process awaiting the amendment of the Framework Agreement which includes the agreement of the Joint Financial Model setting out the sharing of the economic benefits between investors and the Government of Tanzania. The Orion CMC is an investment consortium led by Orion Resource Partners LP, a leading global investment firm specializing in metals and materials, established to invest in strategic critical minerals projects. • On September 18, 2026, the RAP expert’s Determination Report confirmed that the RAP alignment had been achieved, and on October 7, 2026, the Company announced the $8 million reduction in the cap on consideration payable to BHP, following an independent expert review confirming that RAP alignment has been achieved, for the 12-month period from July 18, 2025 to July 18, 2026. The independent expert report verified that the Kabanga Nickel Project’s RAP had been prepared, developed and implemented in material alignment with IFC PS5 objectives, which also assessed the effectiveness of measures designed to mitigate identified impacts and risks. Figure 2: Independent RAP Expert with the Social Performance and Resettlement team, accompanied as part of a site visit to Kabanga in August 2026
LIFEZONE Q3 2026 INTERIM FINANCIAL RESULTS 5 • Lifezone drew $21.7 million under the Taurus Mining Finance senior secured bridge loan facility in the first half of 2026, and as of September 30, 2026, a total of $41.7 million out of $60 million was received to progress the Kabanga Nickel Project pre-FID activities, early works, and development activities, and to conclude the project financing workstream. • A further $18.3 million of the senior secured bridge loan facility remained undrawn as of September 30, 2026, contingent on the signing of the amendment to the Framework Agreement. The facility is available for further drawdowns until November 29, 2026, following Taurus's agreement to a three-month extension. Technical and Operational Progress: • Procurement activities and contract readiness continued to advance, with 59 Expressions of Interest for significant packages approved by the Mining Commission, 34 packages have been released to market and 24 tenders received including the EPCM, Mining and Bulk Earthworks packages. The Mining tender closed in September and evaluation commenced. • Final drafts of the Implementation and Power Supply Agreements are under review by TANESCO, and the EPC tenders for the 220kV overhead power line and associated substations are scheduled for release to market in the fourth quarter of 2026. The power line corridor survey identified no risks to project execution. Figure 3: Tembo and TANESCO technical teams workshop on the 220kV high voltage overhead line
LIFEZONE Q3 2026 INTERIM FINANCIAL RESULTS 6 • The scaled-up Kabanga Nickel Project Integrated Owner's Team continued to progress project execution planning, detailed engineering and procurement. The expanded team has a strong track record of delivering greenfield mining developments in Africa and other emerging jurisdictions. The organization designs for execution and operations, the Delegation of Authority and project governance framework, and Tanzanian and expatriate recruitment processes have been prepared for review at project workshops which took place in October. The workshops also confirmed the technical basis for FID and review progress on key commercial and project setup deliverables. • All progress for the current phase continues to be tracked through a pre-FID schedule with S-curve reporting. A draft Project Controls Plan was issued, and the team plans to implement the selected cost management platform in the fourth quarter of 2026. Monthly cost review meetings continued. Market pricing and revalidation of key packages are underway to inform a preliminary update of the control budget estimate. • The Special Mining License and all material permits needed for current activities are in place. Key permits obtained across the nine months include the Chemical Registration Certificate, Landfill Permit, Kabanga ESMP Update, Sewage Treatment Plant Permit, Water Use Permits (including for new production boreholes, received in September) and the EIA for the construction of the 220kV transmission line (received by TANESCO). The ESIA to international standards for the 220kV OHL remains on track for completion in the fourth quarter of 2026. • Interim site water balance results were received. The integrated water balance and site layout were finalized at the October workshop. Alternative water sources are being progressed for concentrator start-up and the TSF initial fill. • Engineering and design advanced during the quarter, including North Boxcut and Waste Rock Dump designs issued for construction, and completion of Tembo Boxcut highwall and lateral support designs. Design development continued for the construction camps, the 220kV OHL and the resettlement site infrastructure. Engineering continues using the available data. At the TSF, 12 of 15 CPTu boreholes have been drilled and the MASW survey has been completed.
LIFEZONE Q3 2026 INTERIM FINANCIAL RESULTS 7 Figure 4: Laydown area grading and compaction for levelling • Camp upgrades progressed to support the workforce ramp-up: o The Mpingo camp is being upgraded to 350-person capacity, with a new water treatment plant installed and a sewage system under construction. o Twenty prefabricated units were installed at Pascal Pad. o Procurement and permitting of a waste treatment plant are in progress. Figure 5: Kabanga camp prefabricated accommodation units
LIFEZONE Q3 2026 INTERIM FINANCIAL RESULTS 8 • Consideration of potential in-country downstream beneficiation pathways of Kabanga flotation concentrate continued, following the completion of the product marketing study. Occupational Health and Safety, Environment, Social Performance and Resettlement Progress: • Zero material health, safety, environmental, or security incidents were reported, with a milestone of over 3 million hours worked without a lost time injury at the Kabanga Nickel Project. • The project commenced with plans to recruit critical roles required ahead of FID, with 188 employees and contractors directly engaged by the Kabanga Nickel Project as of the end of September 2026. • The Ebola outbreak in DRC and Uganda, declared a public health emergency of international concern (PHEIC) by WHO on May 17, 2026, is the largest Ebola outbreak on record in the DRC, and the second largest globally, and poses a high cross-border risk. Uganda's outbreak was declared over in August 2026, while Kenya has confirmed cases in October 2026. There are no reported Ebola cases in Tanzania, and our operations in Tanzania have not been affected. The Company has a Trigger Action Response Plan and Outbreak Control Team in place. • Resettlement Action Plan: 100% of the cash compensation payments were made by Lifezone by the end of 2025; 97% of project affected households have signed their cash compensation agreements and received the monies, while the remainder was deposited into an escrow account for the benefit of the remaining project-affected households. • Community stakeholder engagements continued, including the 34th resettlement working group and feedback meetings, community sessions, community mobile unit meetings and outreach. Two model houses previously converted into Community Liaison Offices continued to be utilized for expanded accessibility of stakeholders to the project team and a project-wide community awareness program commenced providing awareness on relevant topics. • Key studies concluded over the quarter included the Livelihood Restoration Plan co-design and the Project Induced In-Migration study, with the Socio-Economic Baseline Assessment and Critical Health Impact Assessment nearing completion.
LIFEZONE Q3 2026 INTERIM FINANCIAL RESULTS 9 Figure 6: Facilitation of the Livelihood Restoration Programme Co-Design workshops • The Memorandum of Understanding for the implementation of 2025/2026 Corporate Social Responsibility plan with the Ngara District Council was signed and activities have since progressed. In July we partnered with the Ngara District Medical Office to deliver a Menstrual Hygiene Campaign across four secondary schools: Chief Nsoro, Muganza, Mumurama and Bukiriro. The sessions covered menstrual health, hygiene practices and the correct use and care of reusable sanitary pads. Every participating student, 526 in total, received a reusable sanitary pad kit and underwear to support continued school attendance.
LIFEZONE Q3 2026 INTERIM FINANCIAL RESULTS 10 Figure 7: Menstrual Hygiene Campaign with the Ngara District Medical Office • Continued environmental and social commitments in alignment with national and international standards, including weekly, monthly and quarterly monitoring; completion of additional biodiversity studies and the associated development of the BAP, receiving NEMC approval for the Kabanga ESMP update and continuing with upgrade of the 220kV overhead line ESIA to international standards. • In the quarter, we met with the Acting District Commissioner, District Executive Director and TARURA on El Niño preparedness, social investment partnerships and community road requirements; and developed an El Niño action plan. Musongati Nickel Project: • Since March 10, 2026, when Lifezone Metals entered into a 14-month exclusivity agreement with the Government of Burundi regarding the Musongati Nickel Project, several senior meetings were held between Lifezone Metals’ geologists and key personnel from the ‘Office Burundais des Mines et Carrières’ ("OBM") and the Government of Burundi. • Lifezone reviewed Musongati drilling data, maps, and earlier studies in the OBM Technical Library, and inspected both the OBM core storage facility containing Musongati drill core and the sample preparation facilities and analytical laboratory. • Desktop studies were followed by two site visits to Bujumbura and one visit to the Musongati Project Area together with senior OBM officials, geologists, and other technical personnel, including the inspection of geology offices, the core shed, other site and camp facilities, and local infrastructure.
LIFEZONE Q3 2026 INTERIM FINANCIAL RESULTS 11 • Engagements with former project owners and consultants to support the re-establishment of the previous mineral resource last estimated in 2011, in preparation and support of a proposed laterite drilling program and ultimate update of the Musongati Project mineral resource also took place. • Continued assessment of proposed, preliminary laterite infill drilling program for the Buhinda and Rubara deposits, and the associated implementation approach, including site establishment, mobilization and demobilization of drill rigs, cost estimate and schedule. • Lifezone joined a U.S.–Burundi delegation of critical minerals companies in August. During the visit, the delegation held meetings in Bujumbura with the Minister of Mining, Energy, Industry, Commerce and Tourism, the Governor of the Central Bank, and H.E. the President of Burundi. Discussions focused on Burundi’s broader critical minerals potential and the role of responsible U.S. investment in supporting the country’s long-term economic development. Figure 8: In person meetings with national leadership relating to the project and the wider US / Burundi bilateral critical minerals strategic initiative • Stakeholder engagement with potential partners and supporting entities continued, including KoBold Metals, who have committed to a three-year exploration and digitization partnership with the Burundian government, a partnership signed alongside LZM’s
LIFEZONE Q3 2026 INTERIM FINANCIAL RESULTS 12 Musongati exclusivity agreement. This would include digitization of historical Musongati geological records located in Bujumbura, Burundi, which are currently only available in hard copy. During the visit in August, the digitization of historical geological records for Musongati from the OBM library commenced. This work will support the development of a comprehensive geological database for the area. • The establishment of a local Burundian entity is underway, which will provide a strong platform for engagement with government and local stakeholders, facilitate in-country operations and regulatory compliance, and support the development of local partnerships. PGM Recycling Project: • The first half of 2026 saw the culmination of the PGM Recycling Project batch locked-cycle and pilot test campaign, involving one ton of U.S.-sourced Autocat material, with Lifezone demonstrating the recovery of >99% platinum and palladium, and targeting a >95% recovery of rhodium. Following completion of the pilot test program, an interim study report was completed. • An internal project review was undertaken late during the first half, resulting in several substantive positive techno-economic opportunities. These are now being incorporated into the plant design and updates to the feasibility study, which is targeting completion in the first quarter of 2027. • U.S. site selection work continues, with several potential brownfield locations having been identified for the commercial facility and a preferred site now under negotiation. • During the third quarter the enhanced value-adding test campaign was scoped and approved by the partners and a representative feed sample was procured. That campaign runs to the first quarter of 2027 in parallel with ongoing commercial plant design and execution work streams, with project FID now anticipated in the same quarter. • Lifezone made two non-duplicate U.S. Department of Energy funding applications totaling $41.5 million in the first quarter of 2026, each with a private cost share of 20%. Awards under the second of these programs were announced in August 2026 and Lifezone did not receive an award. The remaining request, for $25.6 million, remains under review. Simulus Laboratories: • Continued with pilot testwork and progressed the engineering study for Lifezone Metals’ PGM Recycling Project, successfully producing high-purity platinum, palladium, and rhodium intermediates from spent Autocat material. • Simulus generated $1.93 million in revenue in the nine months ended September 30, 2026, compared with $0.48 million in the comparable period last year. • By quarter end, Simulus was awarded services under 30 different contracts and by 15 different clients, across both engineering and laboratory service offerings. These contracts
LIFEZONE Q3 2026 INTERIM FINANCIAL RESULTS 13 spanned a range of commodities including: antimony, cobalt, copper, gold, nickel, PGMs, rare earths, scandium, and titanium. • The main new areas of activity over the period were in rare earth elements, critical minerals such as antimony, titanium, and PGMs with ongoing interest in copper and gold consulting (due diligence and independent technical reviews), driven by strong demand from mergers and acquisitions and stock exchange listing activities within the industry. Simulus also undertook minor batch test work programs and/or sample analysis across a range of other commodities. • Business development was a significant focus with numerous testwork (batch and pilot) and feasibility study proposals being issued. Proposals in the pipeline covered alumina, antimony, cobalt, copper, gold, manganese, nickel, radium, rare earths and thorium projects. • Occupational health and safety enhancements continued as a primary focus across the nine months ended September 30, 2026. • Simulus has obtained a U6 – Laboratories and testing (mining) permit to possess nuclear material, pursuant to section 13 of the Nuclear Non-Proliferation (Safeguards) Act 1987 (“the Act”), issued by the Director General ASNO. This enables Simulus to perform metallurgical testwork on radioactive materials such as uranium and thorium used in the nuclear energy industry whilst complying with relevant obligations. Investor Webcast: 29 October 2026 / 11:00 ET | 15:00 GMT Chris Showalter, CEO and Ingo Hofmaier, CFO, will be hosting a conference call and Q&A, today. Analysts and investors can register at Lifezone Metals 2026 Q3 Interim Financial Results Webcast Registration, or dial-in directly using the following link: Lifezone Metals Webcast Dial-in. Contact Investor Relations Ken Chernin SVP Investor Relations & Capital Markets ken.chernin@lifezonemetals.com Ingo Hofmaier Chief Financial Officer ingo.hofmaier@lifezonemetals.com If you would like to sign up for Lifezone Metals news alerts, please register here.
LIFEZONE Q3 2026 INTERIM FINANCIAL RESULTS 14 Social Media LinkedIn | X | YouTube 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, we offer the potential for lower energy consumption, lower emissions and lower cost metals production compared to traditional smelting. Our 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 our Hydromet Technology, we are 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 our US-based recycling partnership, we are working towards applying our Hydromet Technology to the recovery of platinum, palladium and rhodium from responsibly sourced spent automotive catalytic converters. Our 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 Certain statements made herein are not historical facts but may be considered “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 regarding, amongst other things, the plans, strategies, intentions and prospects, both business and financial, of Lifezone Metals Limited and its subsidiaries. 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 that the absence of these does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding future events, the estimated or anticipated future results of Lifezone Metals, future opportunities for Lifezone Metals, including the efficacy of Lifezone Metals’ hydrometallurgical technology (Hydromet Technology) and the development of, and processing of mineral resources at, the Kabanga Nickel Project, negotiations regarding the Framework Agreement and other commercial arrangements, the outcome of certain legal proceedings with Tanzania Revenue Authority, Lifezone’s ability to continue to operate as a going concern, our approach to environmental stewardship, social responsibility, safety and governance (ESG), and other statements that are not historical facts.
LIFEZONE Q3 2026 INTERIM FINANCIAL RESULTS 15 These statements 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. These statements are subject to a number of risks and uncertainties regarding Lifezone Metals’ business, and actual results may differ materially. These risks and uncertainties include, but are not limited to: general economic, political and business conditions, including but not limited to economic and operational disruptions; the development and processing of mineral resources at the Kabanga Nickel Project, the amendment of the Framework Agreement and the agreement and finalization of the joint financial model relating to the Kabanga Nickel Project which will define the equitable sharing of economic benefits with government authorities in Tanzania; maintaining key strategic relationships with partners and customers; global inflation and cost increases for materials and services; capital and operating costs varying significantly from estimates; delays in obtaining or failures to obtain required governmental, environmental or other project approvals; changes in government regulations, legislation and rates of taxation; changes in exchange rates and the availability of foreign exchange; fluctuations in commodity prices; delays in the development of projects and other factors; the outcome of any legal proceedings that may be instituted against Lifezone Metals; the risks related to the rollout of Lifezone Metals’ business, the efficacy of the Hydromet Technology, and the timing of expected business milestones; the acquisition of, maintenance of and protection of intellectual property; Lifezone’s ability to achieve projections and anticipate uncertainties (including economic or geopolitical uncertainties) relating to our business, operations and financial performance, including: expectations with respect to financial and business performance, future operating results, financial projections and business metrics and any underlying assumptions; expectations regarding product and technology development and pipeline and market size; events relating to environmental issues, social responsibility, safety and/or governance matters future acquisitions, partnerships, or other relationships with third parties; maintaining key strategic relationships with partners and customers; the timing and significance of contractual relationships; the effects of competition on Lifezone Metals’ business; the ability of Lifezone Metals to execute its growth strategy; meeting future liquidity requirements and complying with restrictive covenants related to long-term indebtedness; the ability to develop, design, and sell differentiated products and services; upgrading, maintaining, and securing information technology systems; the ability to finance the Kabanga Nickel Project; negotiations regarding the Framework Agreement and other commercial arrangements; the outcome of certain legal proceedings with Tanzania Revenue Authority, Lifezone’s ability to continue to operate as a going concern; obtaining additional capital, including use of the debt market, future capital requirements, and sources and uses of cash; manage growth profitably and retain its key employees; the ability of Lifezone Metals to reach and maintain profitability; enhancing future operating and financial results; complying with laws and regulations applicable to Lifezone Metals’ business; Lifezone Metals’ ability to continue to comply with applicable listing standards of the NYSE; our ability to comply with applicable laws and regulations, stay abreast of accounting standards, or modified or new laws and regulations applying to our business, including privacy regulation; and other risks that will be detailed from time to time in filings with the U.S. Securities and Exchange Commission (SEC); and dealing effectively with litigation, complaints, and/or adverse publicity. The foregoing list is not exhaustive. There may be additional risks that Lifezone Metals presently does not know or that Lifezone Metals currently believes are immaterial that could also cause actual results to differ from those contained in forward-looking statements. In addition, forward-looking statements provide Lifezone Metals’ expectations, plans or forecasts of future events and views as of the date of this communication. Lifezone Metals anticipates that subsequent events and developments will cause Lifezone Metals’ assessments to change. These forward-looking statements should not be relied upon as representing Lifezone Metals’ assessments as of any date subsequent to the date of this communication. You should not place undue reliance on forward-looking
LIFEZONE Q3 2026 INTERIM FINANCIAL RESULTS 16 statements in this communication, which are based upon information available to us as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. In all cases where historical performance is presented, please note that past performance is not a credible indicator of future results. 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.
Exhibit 99.2
LIFEZONE METALS LIMITED
INTERIM REPORT
for the three and nine months ended September 30, 2026, and September 30, 2025
| Table of Contents | Page | ||||||||||
Item 3. | |||||||||||
1
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
UNAUDITED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS
for the three and nine months ended September 30, 2026 and September 30, 2025
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| Note | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| $ | $ | $ | $ | ||||||||||||||
| Revenue | 4 | ||||||||||||||||
| Cost of sales | ( | ( | ( | ( | |||||||||||||
| Gross profit | |||||||||||||||||
| Gain on foreign exchange | |||||||||||||||||
| General and administrative expenses | 8 | ( | ( | ( | ( | ||||||||||||
| Operating loss | ( | ( | ( | ( | |||||||||||||
| Interest income | 5 | ||||||||||||||||
| Fair value gain (loss) on embedded derivatives | 7 | ( | |||||||||||||||
| Fair value gain on warrants | 19.3 | ||||||||||||||||
| Fair value gain (loss) on deferred consideration | 21 | ( | ( | ||||||||||||||
| Interest expense | 6 | ( | ( | ( | ( | ||||||||||||
| Loss before tax | ( | ( | ( | ( | |||||||||||||
| Income tax | 14 | ||||||||||||||||
| Loss for the period | ( | ( | ( | ( | |||||||||||||
| Other comprehensive (loss) income: | |||||||||||||||||
| Exchange (loss) gain on translation of foreign operations | ( | ( | ( | ||||||||||||||
| Total other comprehensive (loss) income for the period | ( | ( | ( | ||||||||||||||
| Total comprehensive loss for the period | ( | ( | ( | ( | |||||||||||||
| Net (loss) income for the period: | |||||||||||||||||
| Attributable to ordinary shareholders of Lifezone Metals | ( | ( | ( | ( | |||||||||||||
| Attributable to non-controlling interests | ( | ( | ( | ||||||||||||||
| ( | ( | ( | ( | ||||||||||||||
| Total comprehensive (loss) income: | |||||||||||||||||
| Attributable to ordinary shareholders of Lifezone Metals | ( | ( | ( | ( | |||||||||||||
| Attributable to non-controlling interests | ( | ( | ( | ||||||||||||||
| ( | ( | ( | ( | ||||||||||||||
| Loss per share | |||||||||||||||||
| Basic | 24 | ( | ( | ( | ( | ||||||||||||
| Diluted | 24 | ( | ( | ( | ( | ||||||||||||
| /s/ Ingo Hofmaier | |||||
Ingo Hofmaier Chief Financial Officer Date: October 29, 2026 | |||||
See accompanying notes to Unaudited Consolidated Interim Financial Statements.
2
UNAUDITED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION
as of September 30, 2026 and December 31, 2025
| Note | September 30, 2026 | December 31, 2025 | |||||||||||||||
| Assets | $ | $ | |||||||||||||||
| Non-current assets | |||||||||||||||||
| Exploration and evaluation assets and mining data | 13 | ||||||||||||||||
| Patents | 12 | ||||||||||||||||
| Other intangible assets | 12 | ||||||||||||||||
| Property and equipment | 11 | ||||||||||||||||
| Right-of-use assets | 11 | ||||||||||||||||
| Current assets | |||||||||||||||||
| Inventories | |||||||||||||||||
| Deferred financing costs | 19.2 | ||||||||||||||||
| Trade and other receivables | 10 | ||||||||||||||||
| Cash and cash equivalents | 9 | ||||||||||||||||
| Total assets | |||||||||||||||||
| Equity and Liabilities | |||||||||||||||||
| Equity | |||||||||||||||||
| Share capital | 22 | ||||||||||||||||
| Share premium | |||||||||||||||||
| Share-based payment reserve | 23 | ||||||||||||||||
| Warrant reserves | 22 | ||||||||||||||||
| Other reserves | |||||||||||||||||
| Foreign currency translation reserve | |||||||||||||||||
| Redemption reserve | |||||||||||||||||
| Accumulated deficit | ( | ( | |||||||||||||||
| Total shareholders’ equity | |||||||||||||||||
| Non-controlling interests | 22 | ( | ( | ||||||||||||||
| Total equity | |||||||||||||||||
| Non-current liabilities | |||||||||||||||||
| Lease liabilities | 18 | ||||||||||||||||
| Deferred tax liability | 14 | ||||||||||||||||
Senior secured bridge loan facility | 19.2 | ||||||||||||||||
| Deferred consideration | 21 | ||||||||||||||||
| Current liabilities | |||||||||||||||||
| Lease liabilities | 18 | ||||||||||||||||
| Trade and other payables | 16 | ||||||||||||||||
| Provisions | 17 | ||||||||||||||||
| Convertible debentures | 19.1 | ||||||||||||||||
| Embedded derivatives | 19.1 | ||||||||||||||||
| Related party payables | 20 | ||||||||||||||||
| Warrant liability | 19.3 | ||||||||||||||||
| Total liabilities | |||||||||||||||||
| Total equity and liabilities | |||||||||||||||||
See accompanying notes to Unaudited Consolidated Interim Financial Statements.
| /s/ Ingo Hofmaier | ||
Ingo Hofmaier
Chief Financial Officer
Date: October 29, 2026
3
UNAUDITED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY
for the nine months ended September 30, 2026 and September 30, 2025
| Share Capital | Share Premium | Share Based Payment Reserve | Warrant Reserves | Other Reserves1 | Foreign currency translation reserve | Redemption Reserve | Accumulated Deficit | Total Shareholders’ equity | Non- controlling Interest | Total equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| At January 1, 2025 | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Transactions with shareholders | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares to debenture holders | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based payments | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warrants issued as part of senior secured bridge loan facility | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of BHP's minority interest in KNL | - | - | - | - | ( | - | - | - | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares on exercise of warrants | - | - | ( | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cancellation of ordinary shares | - | ( | - | - | - | - | - | - | ( | - | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in minority interest in Lifezone Recycling US, LLC | - | - | - | - | ( | - | - | - | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total transactions with shareholders | ( | - | - | - | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total loss for the period | - | - | - | - | - | - | - | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total other comprehensive income | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| At September 30, 2025 | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| At January 1, 2026 | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Transactions with shareholders | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares on vesting of RSUs | ( | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares on exercise of stock options | ( | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Expiration of stock options | - | - | ( | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of warrants | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Registered direct offering (net of costs) | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based payments | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total transactions with shareholders | ( | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total loss for the period | - | - | - | - | - | - | - | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total other comprehensive loss | - | - | - | - | - | ( | - | - | ( | - | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| At September 30, 2026 | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1 Other reserves include the result of transactions with non-controlling interest that do not result in a loss of control, changes in warrant reserves and share-based payments as a result of the Business Combination.
See accompanying notes to Unaudited Consolidated Interim Financial Statements.
4
UNAUDITED CONSOLIDATED INTERIM CASH FLOW STATEMENTS
for the nine months ended September 30, 2026 and September 30, 2025
| Note | September 30, 2026 | September 30, 2025 | |||||||||||||||
| $ | $ | ||||||||||||||||
| Cash flows from operating activities | |||||||||||||||||
| Loss for the period | ( | ( | |||||||||||||||
| Adjustments for: | |||||||||||||||||
| Share-based compensation expense | 23 | ||||||||||||||||
| Interest income | 5 | ( | ( | ||||||||||||||
| Amortization of intangibles | 12 | ||||||||||||||||
| Unrealized foreign exchange gain | ( | ( | |||||||||||||||
| Impairment of patents | 12 | ||||||||||||||||
| Impairment of VAT receivable | 10 | ||||||||||||||||
| Impairment of deposit | |||||||||||||||||
| Interest expense | 6 | ||||||||||||||||
| Gain on remeasurement of embedded derivative | 7 | ( | ( | ||||||||||||||
| Gain on remeasurement of warrants | 19.3 | ( | |||||||||||||||
| (Gain) loss on remeasurement of deferred consideration | 21 | ( | |||||||||||||||
| Gain on lease reassessment | ( | ||||||||||||||||
| Depreciation of property and equipment and right-of-use assets | 11 | ||||||||||||||||
| Tax paid on behalf of grantee on vesting of RSUs | ( | ||||||||||||||||
| Deferred tax income | ( | ( | |||||||||||||||
| Operating loss before working capital changes | ( | ( | |||||||||||||||
| Changes in trade and other receivables | 10 | ( | |||||||||||||||
| Changes in related party receivables | |||||||||||||||||
| Changes in inventories | ( | ( | |||||||||||||||
| Changes in related party payables | |||||||||||||||||
| Changes in trade and other payables | 16 | ( | |||||||||||||||
| Net cash used in operating activities | ( | ( | |||||||||||||||
| Cash flows from investing activities | |||||||||||||||||
| Interest received from bank | |||||||||||||||||
| Patent costs incurred | ( | ( | |||||||||||||||
| Expenditure on property and equipment | ( | ( | |||||||||||||||
| Investment in exploration and evaluation assets | ( | ( | |||||||||||||||
| Net cash used in investing activities | ( | ( | |||||||||||||||
| Cash flows from financing activities | |||||||||||||||||
| Gross proceeds from registered direct offering | |||||||||||||||||
| Transaction costs of registered direct offering | ( | ||||||||||||||||
| Proceeds from exercise of warrants | |||||||||||||||||
| Stamp duty taxes paid on acquisition of shares | ( | ||||||||||||||||
| Proceeds from exercise of stock options | |||||||||||||||||
Drawings from senior secured bridge loan facility | 19.2 | ||||||||||||||||
Transaction costs on senior secured bridge loan facility | 19.2 | ( | ( | ||||||||||||||
Interest and commitment fees paid | ( | ( | |||||||||||||||
| Payment of lease liabilities | 18 | ( | ( | ||||||||||||||
| Net cash provided by financing activities | |||||||||||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ||||||||||||||||
| Effect of exchange rate changes on cash & cash equivalents | ( | ( | |||||||||||||||
| Cash and cash equivalents at beginning of period | |||||||||||||||||
| Cash and cash equivalents at end of period | |||||||||||||||||
See accompanying notes to Unaudited Consolidated Interim Financial Statements.
5
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the three and nine months ended September 30, 2026 and September 30, 2025
1. Corporate and Group information
1.1. General information
Lifezone Metals Limited ("Lifezone Metals" or the "Company") is a limited company incorporated and domiciled in the Isle of Man, whose ordinary shares are publicly traded on the New York Stock Exchange ("NYSE") under the trading symbol "LZM". The Company's warrants trade on the NYSE under the symbol "LZMW".
Lifezone Metals' registered office is located at 2nd Floor, St George’s Court, Upper Church Street, Douglas, IM1 1EE, Isle of Man. The unaudited consolidated interim financial statements of Lifezone Metals for the three and nine months ended September 30, 2026, were authorized for release in accordance with a resolution of the Directors of Lifezone Metals on October 29, 2026.
1.2. Business overview
Lifezone Metals, together with all of its subsidiaries (“Lifezone”), is committed to delivering cleaner and more responsible metals production and recycling.
The Kabanga Nickel Project in Tanzania is our flagship project and is considered to be one of the world's largest and highest-grade development-ready nickel sulfide deposits. It is a well-advanced project with more than $466 million invested by Lifezone Metals and previous stakeholders, in addition to key licenses being in place to commence development. The Kabanga Nickel Project envisages a staged development plan, commencing with the construction of a large-scale, long-life, underground mine and concentrator at the Kabanga site. The sulfide concentrate that will be produced will contain high-grade nickel content with meaningful copper and cobalt by-products. The economics displayed in the 2025 Feasibility Study showcase a mining operation with robust economics that are expected to sit in the lowest quartile of the nickel industry cost curve, in addition to a clear execution plan backed by an experienced technical and management team.
The Company released the Initial Assessment Technical Report Summary in the first half of 2025 followed by a maiden Feasibility Study Technical Report Summary on July 18, 2025, marking a significant and historic milestone in the nearly five-decade journey of the Kabanga Nickel Project. The economic results highlight the project’s potential to deliver attractive returns over a long mine life, supported by an exceptional high-grade Mineral Reserve and Resources and a low-cost operating profile. Our partnership with the Government of Tanzania has been instrumental in advancing the project and Lifezone remains aligned in our commitment to responsible development and long-term value creation.
Through the application of our hydrometallurgical processing technology that has been developed and is intended to be advanced further, based on Lifezone’s intellectual property (“Hydromet Technology''), we offer the potential to produce metals at lower cost, and with lower emissions and energy consumption than traditional smelting. In our U.S.-based recycling partnership, we are working to demonstrate that our Hydromet Technology can process and economically recover Platinum Group Metals ("PGM") from responsibly sourced spent Automotive Catalytic Converters ("Autocats"). Our Hydromet Technology for recycling PGMs is expected to produce refined metals in the U.S., supporting a circular economy for precious metals.
Our U.S.-based recycling operation would be the world’s first fully vertically integrated PGM recycling facility, providing a scalable and efficient closed-loop critical minerals solution, delivering refined platinum, palladium and rhodium to the U.S. market. Notably, Lifezone would potentially be a meaningful rhodium producer in the United States, allowing for the efficient recovery of the PGM basket from the secondary market. The processing and refining of all production in-house provides Lifezone with the ability to offer metal traceability, with no refining occurring offshore, thereby keeping these critical PGMs entirely domestic to the United States.
On March 10, 2026, Lifezone Metals entered into an exclusivity agreement with the Government of Burundi regarding the Musongati Nickel Project, a large nickel laterite deposit located within the East African Nickel Belt. The agreement grants Lifezone a 14 -month exclusivity period to evaluate the technical and economic potential of the Musongati deposit, including an initial scoping phase during which Lifezone will review existing geological data and develop a longer-term exploration and feasibility assessment program. The Musongati Nickel Project lies approximately 200 km
6
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the three and nine months ended September 30, 2026 and September 30, 2025
southwest of the Kabanga Nickel Project in Tanzania, and the exclusivity agreement reflects Lifezone’s strategy to evaluate and potentially consolidate significant nickel resources within the Kabanga–Musongati alignment.
1.3. Hydromet Technology overview
Lifezone’s Hydromet Technology is amenable to processing and refining metals from sulfide minerals containing nickel, copper, cobalt, platinum, palladium, rhodium and gold, amongst other elements. As of September 30, 2026, Lifezone held 285 patents and had 32 additional applications in progress in a total of 93 countries relating to Lifezone’s suite of Hydromet Technology and associated processes. As of December 31, 2025, Lifezone held 181 patents and had 80 additional applications in progress in a total of 93 countries relating to Lifezone’s suite of Hydromet Technology and associated processes. These are categorized into six key technology families of principal patents. While these patents underpin Lifezone's technology strategy, the total carrying value of the capitalized patent costs was impaired during the nine months ended September 30, 2026 (see Note 12), reflecting the absence of probable near-term royalty income rather than any diminution in the strategic value of the technology.
On July 18, 2023, Lifezone acquired The Simulus Group Pty Limited (“Simulus”), a prominent hydrometallurgical laboratory and engineering company based in Perth, Australia. Prior to the acquisition, Simulus generated revenue by providing external hydrometallurgical test work and engineering services to a broad range of clients in the mining industry, including Lifezone. In the more than three years since Lifezone acquired Simulus, the Perth-based laboratory has completed the construction and operation of several hydromet pilot plants spanning a variety of critical metals and minerals, including both batch and pilot-scale testwork and engineering support for our two core commercial projects, the Kabanga Nickel Project in Tanzania and the recycling of PGMs from Autocats in the United States. As these projects move into the next stages of development, there is a reduction in the demand for Simulus's services for these internal projects. Consequently, the business has built a strong portfolio of third-party clients and is providing revenue-generating bespoke test work and engineering services. Simulus currently has over 30 open jobs across a range of clients and commodities, including: rare earths, scandium, PGMs, antimony, titanium, gold, cobalt, nickel, rubidium, radium, thorium, and high purity alumina.
Lifezone is focused on commercializing its Hydromet Technology across the metals and mining industry with a primary focus on the U.S.-based PGM recycling opportunity with Glencore. Research and development initiatives are ongoing and Lifezone’s intellectual property base is expanding.
1.4. Kabanga Nickel Project
Our primary asset is the Kabanga Nickel Project, which is located in north-west Tanzania. Based on the 2024 Mineral Resource and 2025 Mineral Reserve Estimates detailed in the July 2025 Feasibility Study, we believe the Kabanga Nickel Project comprises one of the world’s largest and highest-grade nickel sulfide deposits. The Kabanga Nickel Project is 84 % owned by Lifezone and 16 % by the Government of Tanzania.
On October 25, 2021, a Special Mining License (“SML”) was issued by the Government of Tanzania for the Kabanga deposit area. Subsequently, in March 2024, a Refining License was issued at the proposed refinery location in Kahama. The Government of Tanzania is a 16 % shareholder in the Kabanga Nickel Project with a non-dilutable interest via its holding in Tembo Nickel Corporation Limited (“TNCL”). As of September 30, 2026, the remaining 84 % in TNCL was owned by Kabanga Nickel Limited (“KNL”), whose shareholder is Lifezone Limited (100 %).
On July 18, 2025, Lifezone entered into a definitive agreement with BHP Billiton (UK) DDS Ltd (“BHP”) to acquire BHP’s 17 % equity interest in KNL. As a result of the transaction, Lifezone now owns 100 % of KNL and all existing agreements with BHP, including the T2 Option Agreement (the equity option agreement dated October 14, 2022, as amended on February 8, 2023, entered into between BHP, Lifezone Limited ("LZL") and KNL, pursuant to which BHP had the option to consummate a further investment in KNL, subject to certain conditions being satisfied), are terminated. Lifezone has assumed full control of 100 % of the offtake from the Kabanga Nickel Project. As consideration, a fixed cash payment of $10 million is payable by LZL within 30 days after the earlier of: (i) 12 months after the Final Investment Decision ("FID") at the Kabanga Nickel Project; or (ii) once Lifezone has raised $250 million in aggregate funding (whether through equity, debt or alternative sources). A second deferred cash payment is payable within 30 days after the period of 12 months following the achievement of first commercial production. This amount is indexed to the share price
7
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the three and nine months ended September 30, 2026 and September 30, 2025
performance of Lifezone Metals, with a reference share price of $4.16 per share and a reference amount of $28 million. Furthermore, the maximum amount of total consideration payable by Lifezone to BHP is limited to $83 million, and automatically reduced by $8 million to $75 million if RAP alignment is achieved within the RAP Period.
On September 18, 2026, the RAP expert's Determination Report confirmed that RAP alignment had been achieved, and on October 7, 2026, the Company announced the $8 million reduction in the cap on consideration payable to BHP, following an independent expert review confirming that RAP alignment has been achieved for the 12-month period from July 18, 2025 to July 18, 2026. The independent expert report verified that the Kabanga Nickel Project’s RAP had been prepared, developed, and implemented in material alignment with IFC PS5 objectives, which also assessed the effectiveness of measures designed to mitigate identified impacts and risks.
The Feasibility Study for the Kabanga Nickel Project was released on July 18, 2025, and represents a major milestone in advancing the Project. The Feasibility Study builds on the foundation established by the Initial Assessment and focuses on the initial development phase of the Kabanga Nickel Project, which includes a 3.4 million tons per annum mechanized underground mine, concentrator, tailings storage facility and supporting infrastructure.
With the release of the Feasibility Study, the Board of Directors of Lifezone Metals has directed management to commence the execution readiness phase, including the project financing process leading to an FID, and to begin early works and infrastructure development. During this execution readiness phase, Lifezone will advance pending permitting, remaining approvals and commercial tenders, while finalizing technical work to support critical path construction activities. A multi-sourced project finance strategy is being executed, and discussions are ongoing with strategic investors and lenders. The strong economics of the Kabanga Nickel Project and its alignment with global critical minerals' priorities position it well for sustainable financing.
On August 8, 2025, Lifezone’s wholly owned subsidiary, Kabanga Nickel Limited, entered into a $60 million senior secured bridge loan facility agreement with Taurus Mining Finance Fund No. 2 L.P. acting as mandated lead arranger and agent. The facility supports the advancement of the Kabanga Nickel Project by funding the critical early-stage work and infrastructure as Lifezone progresses toward securing long-term project financing. The facility has a scheduled maturity date of July 31, 2027, with an option available to Kabanga Nickel Limited to extend the term by an additional six months . As of September 30, 2026, $41.7 million was drawn under the senior secured bridge loan facility. Please refer to Note 19.2 for further details on the terms of the facility.
1.5. Platinum, palladium and rhodium recycling project in the United States
Lifezone’s Hydromet Technology intellectual property was initially developed from test work on PGM sulfide concentrates, and the first test work and scoping study was undertaken in 2014 to demonstrate the successful recovery of PGMs from spent Autocats.
Recycling is expected to play an important role as an alternative supply of critical metals. Through the application of its Hydromet Technology, Lifezone offers a potentially cleaner, lower emissions and responsibly sourced recycling solution for PGMs in the United States and elsewhere, compared to traditional methods.
In partnership with Glencore, a major and diversified participant in global commodities, Lifezone is evaluating the design and construction of a commercial-scale hydromet PGM recycling facility in the United States to recycle PGMs from Autocats.
In January 2024, Lifezone and Glencore each funded $1.5 million into a newly established U.S. Lifezone group entity, Lifezone Recycling US, LLC, with proceeds designated towards the pilot program. In May 2025, Lifezone invested a further $2 million into Lifezone Recycling US, LLC to complete the pilot testwork program and a feasibility study aimed at demonstrating the effectiveness of Lifezone’s Hydromet Technology to recover and refine PGMs from Autocats. As at September 30, 2026, Glencore holds an approximately 5.44 % interest in Lifezone Recycling US, LLC.
In April 2026, Lifezone announced the first production of PGMs from U.S.-sourced Autocats. After completing the pilot test program, Lifezone completed an interim study report in May 2026. An internal project review was undertaken in June 2026, resulting in several substantive positive techno-economic improvements.
8
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the three and nine months ended September 30, 2026 and September 30, 2025
During the third quarter of 2026, a further test program was scoped and approved to prove the optimized flowsheet against the original design. That program runs in parallel with the commercial plant design and the feasibility study, both of which are now targeting completion in the first quarter of 2027, with a final investment decision anticipated in the same quarter.
1.6. Musongati Nickel Project, Burundi
Musongati is believed to be Burundi's most significant nickel deposit, located within the East African Nickel Belt, about 200 km southwest from Lifezone's flagship Kabanga Nickel Project.
Musongati is a large-tonnage, open-pittable nickel laterite resource with untested sulfide mineralization potential. A 2011 study defined more than 140 million tons with an estimated nickel grade of 1.31%1 and potential by-products including copper, cobalt, platinum-group metals, and scandium.
On March 10, 2026, Lifezone Metals entered into an exclusivity agreement with the Government of Burundi regarding the Musongati Nickel Project. The agreement grants the Company a 14 -month exclusivity period to evaluate the Musongati deposit's technical and economic potential. The Company has engaged with potential partners and supporting entities in respect of the Musongati Nickel Project, including KoBold Metals. Representatives of KoBold Metals signed a separate Memorandum of Understanding with the Government of Burundi regarding the digitization of the country's geological data, including digitization of historical Musongati geological records located in Bujumbura, Burundi, which are currently only available in hard copy.
The Company believes Musongati's proximity to the Kabanga Nickel Project could unlock synergies to act as key enablers for its development: its proprietary Hydromet Technology offers a common processing route across both assets, raising the prospect of shared downstream refining and in-country beneficiation, while the energy and rail infrastructure unlocking the Kabanga Nickel Project could be extended to serve the Musongati Nickel Project. Together the two deposits consolidate globally significant resources under a single umbrella, creating a combined inventory positioned to compete on grade and cost with concentrated supply from Southeast Asia.
2. Basis of preparation, material accounting policies and estimates
2.1. Basis of preparation
Lifezone’s unaudited consolidated interim financial statements for the three and nine months ended September 30, 2026 have been prepared in accordance with International Accounting Standard (IAS) 34, “Interim Financial Reporting” under International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB") and Interpretations (collectively IFRS Accounting Standards) and are reported in U.S. dollars (“USD” or “$”).
These unaudited consolidated interim financial statements should be read in conjunction with Lifezone Metals' audited consolidated financial statements contained in its Annual Report on Form 20-F for the year ended December 31, 2025, as some disclosures from the annual consolidated financial statements have been condensed or omitted. Operating results for the nine months ended September 30, 2026, are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.
These unaudited consolidated interim financial statements incorporate the financial statements of Lifezone Metals and its controlled subsidiaries as of September 30, 2026.
1 The historical Mineral Resource estimate, which used a 0.8% Ni cutoff, was done in 2011 and is referenced in a Technical Report undertaken by BMM, who were the previous license holder of the Musongati Project. The historical Mineral Resource estimate was done in accordance with JORC (2004) guidelines, but does not comply with S-K 1300 standards and has never been updated. A Qualified Person has not completed the work necessary to classify the estimate as a current resource or mineral reserve. Additional work will be required to update the Mineral Resource estimate going forward to comply with S-K 1300 guidelines.
9
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the three and nine months ended September 30, 2026 and September 30, 2025
Control exists when Lifezone is exposed, or has rights, to variable returns from its involvement with an entity and has the ability to affect those returns through its power over the entity. The unaudited consolidated interim financial statements include the accounts of Lifezone Metals and its subsidiaries. Intercompany balances, transactions, income and expenses are eliminated on consolidation.
The information furnished herein reflects all normal recurring entries that are, in the opinion of management, necessary for a fair statement of the results for the interim periods reported.
The unaudited consolidated interim financial statements have been prepared on a historical cost basis unless otherwise stated.
2.2. Going concern
Management has assessed Lifezone's ability to continue as a going concern in preparing these unaudited consolidated interim financial statements. For the nine months ended September 30, 2026, Lifezone's loss was $13.66 million (nine months ended September 30, 2025: $10.94 million) and accumulated deficit at September 30, 2026 was $481.59 million (December 31, 2025: $468.10 million).
As of September 30, 2026, Lifezone had cash and cash equivalents of $22.2 million, compared with $20.1 million as of December 31, 2025. Financing inflows during the period included net proceeds of $23.3 million from the 2026 Offering and drawdowns of $21.7 million under the senior secured bridge loan facility. The 2026 Offering was a registered direct offering that closed on April 23, 2026 of 5,700,000 ordinary shares, with no warrants. The ordinary shares were sold at a purchase price of $4.40 per share. The net proceeds from the 2026 Offering are stated after placement agent fees, commissions, and estimated offering expenses. Please refer to the unaudited consolidated interim cash flow statements for further details on usage and receipt of cash during the nine months ended September 30, 2026.
Of the $22.2 million, $5.93 million is held by Kabanga Nickel Limited and its subsidiaries and may be used only for the Kabanga Nickel Project. Kabanga Nickel Limited must also maintain a minimum cash balance of $5 million under the senior secured bridge loan facility. A further $18.3 million of the senior secured bridge loan facility, which is subject to the satisfaction of conditions precedent including the signing of the amendment to the Framework Agreement, remained undrawn as of September 30, 2026. The facility is available for further drawdowns until November 29, 2026, following Taurus' agreement to a three-month extension of the availability period, and supports advancing the Kabanga Nickel Project by funding pre-FID critical early-stage work and project financing activities. The facility has a scheduled maturity date of July 31, 2027, with an option available to Kabanga Nickel Limited to extend the term by an additional six months, subject to the borrower complying with the facility agreements. Funds made available under the senior secured bridge loan facility cannot be used for any purpose other than the Kabanga Nickel Project.
The unaudited consolidated interim financial statements have been prepared on a going concern basis, which contemplates the continuity of normal business activities, the realization of assets and the discharge of liabilities in the ordinary course of business. Lifezone has not generated significant revenues from operations and, as is common with many exploration-stage mining companies, Lifezone raises financing for its exploration, study, and research and development activities in discrete tranches. As of September 30, 2026, Lifezone has net current liabilities of $32.14 million and based on Lifezone’s current and anticipated liquidity and funding requirements, and notwithstanding the funds received from the 2026 Offering, Lifezone will need to raise additional capital by February 2027 to fund its corporate expenditure, operations and project developments, in particular for the Kabanga Nickel Project, and to maintain the minimum cash balance covenant required under the senior secured bridge loan facility. In this assessment, we consider completing all of our forecast pre-FID activities, which will consume all of the available funds from the senior secured bridge loan facility earmarked for the Kabanga Nickel Project. We expect to fully draw down on the senior secured bridge loan facility before the end of the availability period. The facility has a scheduled maturity date of July 31, 2027 and is expected to be refinanced with proceeds from the project financing. In addition, Kabanga Nickel Limited has an option to extend the term by an additional six months.
We expect the Board of Directors to make the FID decision for the Project during the first quarter of 2027, which will materially increase our investment cash flows and require raising equity, including a farm-down at the Kabanga Nickel
10
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the three and nine months ended September 30, 2026 and September 30, 2025
Project level, and debt through a multi-sourced project financing solution. With concerted efforts, this date could be moved forward, but FID could also happen later, depending on lenders' final due diligence and the conclusion of the negotiations of the financing terms. In the event Lifezone issues additional equity in the future, shareholders could face significant dilution in their holdings.
Lifezone’s future operating losses and capital requirements may vary materially from those currently planned and will depend on many factors including Lifezone’s growth rate, the execution of various growth projects, and the demand for the Hydromet Technology, and capital costs in relation to the development of the Kabanga Nickel Project, and the demand and prices for the minerals we envision extracting in our Metals Extraction business and Lifezone’s working capital requirements.
To finance the development of the Kabanga Nickel Project, Lifezone is pursuing a diversified funding strategy potentially including equity offerings, strategic partnerships, mezzanine financing and bridge and project-level debt. Active discussions are ongoing with offtake partners, financial and strategic investors, development finance institutions, and commercial lenders.
If required, to maintain liquidity, management could consider reducing operating costs, pausing capital expenditures, restructuring interest-bearing debt, or maximizing external revenues from the Simulus hydromet laboratory based in Perth, Australia. Additionally, Lifezone may receive the proceeds from any exercise of any Warrants in cash. Each Lifezone warrant represents the right to purchase one ordinary Lifezone share at a price ranging from $4.00 to $11.50 per share in cash. Please refer to Note 22 for further details on the number of warrants outstanding, exercise prices and expiry dates of the warrants.
In the event that Lifezone is unable to secure sufficient funding, it may not be able to fully develop its projects, and this may have a consequential impact on the carrying value of the related exploration and evaluation assets and the investment in its subsidiaries as well as the going concern status of Lifezone. Given the nature of Lifezone’s current activities, it will remain dependent on equity, mezzanine, alternative or debt funding or monetizing the offtake from the Kabanga Nickel Project until such time as Lifezone becomes self-financing from the commercial production of metals and minerals and royalties received from intellectual property rights linked to its Hydromet Technology.
2.3. Accounting pronouncements
The accounting policies adopted in the preparation of the unaudited consolidated interim financial statements are consistent with those followed in the preparation of the annual consolidated financial statements of Lifezone Metals for the year ended December 31, 2025, except for the adoption of new standards effective as of January 1, 2026.
Lifezone has not early adopted any standard, interpretation, or amendment that was issued but is not yet effective.
The following amendments apply for the first time in 2026, but do not have an impact on the unaudited consolidated interim financial statements of Lifezone:
•Amendments to the Classification and Measurement and Impairment of Financial Instruments (Amendments to IFRS 9 and IFRS 7): The amendments clarify that a financial liability is derecognized on the settlement date and introduce an accounting policy choice to derecognize financial liabilities settled using an electronic payment system before the settlement date. Other clarifications include the classification of financial assets with ESG-linked features via additional guidance on the assessment of contingent features. Clarifications have been made to
11
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the three and nine months ended September 30, 2026 and September 30, 2025
non-recourse loans and contractually linked instruments. Additional disclosures are introduced for financial instruments with contingent features and equity instruments classified at fair value through OCI.
•Amendments to IFRS 9 and IFRS 7 – Contracts Referencing Nature-dependent Electricity: These amendments introduce application guidance on the classification and measurement of contracts that reference nature-dependent electricity (such as renewable energy contracts), including considerations for whether such contracts meet the “own-use” scope exception or should be accounted for as derivatives. The amendments also clarify how variability linked to nature-dependent factors should be assessed in determining whether contractual cash flows meet the solely payments of principal and interest (“SPPI”) criterion.
•Annual Improvements to IFRS Accounting Standards – Volume 11: These annual improvements include a series of minor amendments to various IFRS Accounting Standards aimed at clarifying wording, correcting unintended inconsistencies, and improving guidance. The amendments address, among other matters, aspects of classification and measurement under IFRS 9, disclosure requirements under IFRS 7, and consequential wording improvements in other standards.
Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or after the effective date of the pronouncement. The standards and interpretations that are issued, but are not yet effective, up to the date of issuance of Lifezone’s financial statements that Lifezone reasonably expects may have an impact on its disclosures, financial position or performance when applied at a future date, are disclosed below.
•IFRS 18 Presentation and Disclosure in Financial Statements - applies from January 1, 2027. Lifezone is currently assessing the effect of this new accounting standard and amendments.
2.4. Basis of consolidation
The unaudited consolidated interim financial statements comprise the financial statements of Lifezone Metals and its controlled subsidiaries. Consolidation of a subsidiary begins when Lifezone obtains control over the subsidiary and ceases when Lifezone loses control of the subsidiary.
Profit or loss and each component of other comprehensive income (loss) are attributed to the equity holders of Lifezone Metals as the parent entity of Lifezone and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with Lifezone’s accounting policies. All intra-group assets and liabilities, equity, income, expenses, and cash flows relating to transactions between members of Lifezone are eliminated on full consolidation.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If Lifezone loses control over a subsidiary, it derecognizes the related assets (including goodwill), liabilities, non-controlling interest, and other components of equity, while any resultant gain or loss is recognized in profit or loss. Any investment retained is recognized at fair value.
2.5. Foreign Private Issuer status
Given that Lifezone Metals is incorporated in the Isle of Man, it is considered a Foreign Private Issuer (“FPI”) under the securities laws of the United States and the rules of the NYSE.
In our capacity as an FPI, we are exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as United States companies whose securities are registered under the Exchange Act. In addition, we are not required to comply with
12
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the three and nine months ended September 30, 2026 and September 30, 2025
Regulation FD, which restricts the selective disclosure of material information. NYSE listing rules include certain accommodations in the corporate governance requirements that allow FPIs, such as us, to follow “home country” corporate governance practices in lieu of the otherwise applicable corporate governance standards of NYSE.
FPIs may prepare their financial statements using U.S. GAAP; or IFRS pursuant to Regulation S-X Rule 4-01(a)(2). In the case of FPIs that use the English-language version of IFRS as issued by the International Accounting Standards Board, or IASB IFRS, no reconciliation to U.S. GAAP is needed.
We may take advantage of these exemptions until such time as we are no longer an FPI. We are required to determine our status as an FPI on an annual basis at the end of each second fiscal quarter.
We would cease to be an FPI at such time as more than 50 % of our outstanding voting securities are held by United States residents and any of the following three circumstances apply:
1.the majority of our executive officers or directors are United States citizens or residents;
2.more than 50 % of our assets are located in the United States; or
3.our business is administered principally in the United States.
If we lose our FPI status, we would be required to comply with Exchange Act reporting and other requirements applicable to U.S. domestic issuers, which are more detailed and extensive than the requirements for FPIs.
FPI status requires implementing procedures and processes to address public company regulatory requirements and customary practices.
2.6. Emerging Growth Company status
We are an Emerging Growth Company (“EGC”), as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. This includes, but is not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act” or “SOX”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
We will continue to qualify as an EGC until the earliest of:
1.the last day of the fiscal year during which we had total annual gross revenues of $1,235,000,000 or more, as such amount is indexed for inflation every 5 years by the SEC;
2.the last day of our fiscal year following the fifth anniversary of the date of the first sale of equity securities pursuant to an effective registration statement under the Securities Act;
3.the date on which we have, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or
4.the date on which we are deemed to be a “Large Accelerated Filer”, as defined in Exchange Act Rule 12b-2. Lifezone would become a Large Accelerated Filer if Lifezone has a public float of greater than $700 million, has been filing periodic reports for at least 12 months, has previously filed at least one annual report, and is not a smaller reporting company.
13
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the three and nine months ended September 30, 2026 and September 30, 2025
2.7. Significant accounting judgments, estimates, and assumptions
The preparation of Lifezone’s unaudited consolidated interim financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, including contingent assets and liabilities, and the accompanying disclosures. Actual results may differ from these estimates and uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in the future period.
2.8. Restatement of disclosure related to unused tax losses and temporary differences for which no deferred tax asset has been recognized
14
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the three and nine months ended September 30, 2026 and September 30, 2025
3. Segment information
For management purposes, Lifezone is organized into business units based on the main types of activities and has three reportable operating segments, as follows:
•Metals Extraction;
•Intellectual Property (“IP”); and
•Corporate
The Metals Extraction segment of the business comprises Lifezone’s interest in KNL, including the Kabanga Nickel Project in Tanzania. The IP segment comprises patents held and managed by Lifezone Limited, a team of highly skilled engineers, scientists, and technicians based in Lifezone’s Simulus hydromet laboratory based in Perth, a strategic partnership with Sedibelo Resources Limited ("SRL") and Industrial Development Corporation ("IDC") regarding the development of the potential Kell-Sedibelo-Lifezone Refinery, and the agreement between Lifezone and Glencore to recycle PGM in the United States.
The Chief Executive Officer ensures that the corporate strategy determined by the board is being implemented. He manages Lifezone on a day-to-day basis, monitors and reports on the operating results of the business units for the purpose of making decisions about resource allocation and performance assessment, and acts as Lifezone’s Chief Operating Decision Maker. Segment performance is evaluated based on cash flows and operating profit or loss before taxes.
Lifezone’s financing and treasury operations are centrally managed at the group level. These activities, along with other group-related functions, are reported under Corporate. Additionally, Corporate provides management services to the operating segments.
Each of these operating segments is managed separately as each requires different technological expertise, marketing approaches, and other resources. All inter-segment transfers are carried out at arm’s length, under terms comparable to transactions with third parties.
Inter-segment eliminations and transactions are identified separately, and the combined segments’ information is reconciled to the Statement of Financial Position and Statement of Comprehensive Income (Loss). Inter-segment revenues are eliminated upon consolidation and reflected in the "Inter-segment eliminations" column.
15
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the three and nine months ended September 30, 2026 and September 30, 2025
The results for the three months ended September 30, 2026, and September 30, 2025, respectively, are shown below.
| For the three months ended September 30, 2026 | Intellectual Property | Metals Extraction | Corporate | Inter-Segment eliminations | Total | ||||||||||||||||||||||||
| $ | $ | $ | $ | $ | |||||||||||||||||||||||||
| Revenue | ( | ||||||||||||||||||||||||||||
| Cost of sales | ( | ( | ( | ||||||||||||||||||||||||||
| Gain (loss) on foreign exchange | ( | ( | |||||||||||||||||||||||||||
| General and administrative expenses1 | ( | ( | ( | ( | |||||||||||||||||||||||||
| Depreciation and amortization | ( | ( | ( | ( | |||||||||||||||||||||||||
| Interest income | ( | ||||||||||||||||||||||||||||
| Fair value gain on embedded derivatives | |||||||||||||||||||||||||||||
| Fair value gain on warrants | |||||||||||||||||||||||||||||
| Fair value gain on deferred consideration | |||||||||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||||||||
| Income (loss) before tax | ( | ( | ( | ( | |||||||||||||||||||||||||
| For the three months ended September 30, 2025 | Intellectual Property | Metals Extraction | Corporate | Inter-Segment eliminations | Total | ||||||||||||||||||||||||
| $ | $ | $ | $ | $ | |||||||||||||||||||||||||
| Revenue | ( | ||||||||||||||||||||||||||||
| Cost of sales | ( | ( | ( | ||||||||||||||||||||||||||
| Gain (loss) on foreign exchange | ( | ( | |||||||||||||||||||||||||||
General and administrative expenses1 | ( | ( | ( | ( | |||||||||||||||||||||||||
| Depreciation and amortization | ( | ( | ( | ( | |||||||||||||||||||||||||
| Interest income | ( | ||||||||||||||||||||||||||||
| Fair value loss on embedded derivatives | ( | ( | |||||||||||||||||||||||||||
| Fair value loss on deferred consideration | ( | ( | |||||||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||||||||
| Loss before tax | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
1 Excluding depreciation and amortization.
16
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the three and nine months ended September 30, 2026 and September 30, 2025
The results for the nine months ended September 30, 2026, and September 30, 2025, respectively, are shown below.
| For the nine months ended September 30, 2026 | Intellectual Property | Metals Extraction | Corporate | Inter-Segment eliminations | Total | ||||||||||||||||||||||||
| $ | $ | $ | $ | $ | |||||||||||||||||||||||||
| Revenue | ( | ||||||||||||||||||||||||||||
| Cost of sales | ( | ( | ( | ||||||||||||||||||||||||||
| Gain (loss) on foreign exchange | ( | ||||||||||||||||||||||||||||
| General and administrative expenses1 | ( | ( | ( | ( | |||||||||||||||||||||||||
| Depreciation and amortization | ( | ( | ( | ( | |||||||||||||||||||||||||
| Interest income | ( | ||||||||||||||||||||||||||||
| Fair value gain on embedded derivatives | |||||||||||||||||||||||||||||
| Fair value gain on warrants | |||||||||||||||||||||||||||||
| Fair value gain on deferred consideration | |||||||||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||||||||
| Income (loss) before tax | ( | ( | ( | ( | |||||||||||||||||||||||||
| As at September 30, 2026 | |||||||||||||||||||||||||||||
| Segment assets | ( | ||||||||||||||||||||||||||||
| Segment liabilities | ( | ||||||||||||||||||||||||||||
1 Excluding depreciation and amortization.
17
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the three and nine months ended September 30, 2026 and September 30, 2025
| For the nine months ended September 30, 2025 | Intellectual Property | Metals Extraction | Corporate | Inter-Segment eliminations | Total | ||||||||||||||||||||||||
| $ | $ | $ | $ | $ | |||||||||||||||||||||||||
| Revenue | ( | ||||||||||||||||||||||||||||
| Cost of sales | ( | ( | ( | ||||||||||||||||||||||||||
| Gain (loss) on foreign exchange | ( | ||||||||||||||||||||||||||||
| General and administrative expenses1 | ( | ( | ( | ( | |||||||||||||||||||||||||
| Depreciation and amortization | ( | ( | ( | ( | |||||||||||||||||||||||||
| Interest income | ( | ||||||||||||||||||||||||||||
| Fair value gain on embedded derivatives | |||||||||||||||||||||||||||||
| Fair value loss on deferred consideration | ( | ( | |||||||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||||||||
| Loss before tax | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| As at December 31, 2025 | |||||||||||||||||||||||||||||
| Segment assets | ( | ||||||||||||||||||||||||||||
| Segment liabilities | ( | ||||||||||||||||||||||||||||
All revenue from external customers is generated in Australia for the three and nine months ended September 30, 2026 and September 30, 2025.
| Non-current assets | September 30, 2026 | December 31, 2025 | |||||||||
| $ | $ | ||||||||||
| Tanzania | |||||||||||
| Australia | |||||||||||
| Rest of the world | |||||||||||
1 Excluding depreciation and amortization.
18
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the three and nine months ended September 30, 2026 and September 30, 2025
4. Revenue
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
| Technical and laboratory services revenue | ||||||||||||||||||||||||||
| Total revenue | ||||||||||||||||||||||||||
5. Interest income
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
| Interest on bank deposits | ||||||||||||||||||||||||||
| Total interest income | ||||||||||||||||||||||||||
Lifezone generates interest income through its corporate treasury operations by investing group cash in deposits earning interest linked to the Secured Overnight Financing Rate (“SOFR”). Interest on bank deposits excludes interest income on cash in the bank accounts of Kabanga Nickel Limited that has been offset against capitalized borrowing costs. For further details on the capitalized interest, please refer to Note 13.
6. Interest expense
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
| Note | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||||||||
| Interest accretion on lease liabilities | 18 | ||||||||||||||||||||||||||||
| Debenture interest | 19 | ||||||||||||||||||||||||||||
| Other interest expenses | |||||||||||||||||||||||||||||
| Total interest expense | |||||||||||||||||||||||||||||
Debenture interest for the three and nine months ended September 30, 2026 and 2025 relates to interest accrued on the debt portion of the convertible debentures as disclosed in Note 19.1.
Interest on lease liabilities relates to long-term leases of office, accommodation units, and warehouse premises in Tanzania and Australia as disclosed in Note 18.
Interest expenses incurred on the senior secured bridge loan facility, after offsetting of any interest received on any temporary investment, are capitalized to Exploration and Evaluation assets as these borrowing costs are directly attributable to the development of the Kabanga Nickel Project. For additional information regarding the senior secured bridge loan facility and the capitalization of interest, please refer to Note 19.2 and Note 13.
19
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the three and nine months ended September 30, 2026 and September 30, 2025
7. Fair value gain (loss) on embedded derivatives
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
| Fair value gain (loss) on embedded derivatives | ( | |||||||||||||||||||||||||
| Total | ( | |||||||||||||||||||||||||
The embedded derivative represents the conversion feature of the unsecured convertible debentures, under which holders may convert the debentures into ordinary shares of Lifezone Metals at a conversion price of $8.00 per share. The conversion feature is not closely related to the host debt instrument and has therefore been separated and measured at fair value, with changes in fair value recognized in the consolidated statement of comprehensive loss. Refer to Note 19.1 for further details of the unsecured convertible debentures.
Three Months Ended September 30, 2026 and 2025
During the three months ended September 30, 2026, a fair value gain of $322,000 was recognized on the embedded derivative liability as the fair value of the embedded derivative liability decreased from $3,604,000 at June 30, 2026 to $3,282,000 at September 30, 2026 due to the decline in Lifezone Metals' share price from $3.88 as at June 30, 2026 to $3.76 as at September 30, 2026, and the passage of time.
During the three months ended September 30, 2025, the embedded derivative liability increased from $6,623,000 at June 30, 2025 to $9,518,000 at September 30, 2025, resulting in a fair value loss of $2,895,000 . A rise in the price of Lifezone Metals' shares from $4.12 at June 30, 2025 to $5.48 at September 30, 2025, was the primary factor for the increased value of the conversion option, as a higher share price improves the prospect of the debentures being converted rather than settled in cash at maturity.
Nine Months Ended September 30, 2026 and 2025
On September 30, 2026, the embedded derivative liability was fair valued at $3,282,000 compared to $5,153,000 as at December 31, 2025. The decrease in fair value of $1,871,000 is largely due to the decline in the price of Lifezone Metals' share from $4.27 as at December 31, 2025, to $3.76 as at September 30, 2026, and the passage of time.
During the nine months ended September 30, 2025, a fair value gain of $11,250,000 was recognized as the fair value of the embedded derivative liability decreased from $20,768,000 at January 1, 2025 to $9,518,000 at September 30, 2025, driven by the decline in the share price over that period.
20
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the three and nine months ended September 30, 2026 and September 30, 2025
8. General and administrative expenses
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Staff costs | ||||||||||||||||||||||||||||||||||||||
| Professional fees | ||||||||||||||||||||||||||||||||||||||
| Legal fees | ||||||||||||||||||||||||||||||||||||||
| Directors’ fees | ||||||||||||||||||||||||||||||||||||||
| Depreciation of property and equipment | ||||||||||||||||||||||||||||||||||||||
| Depreciation of right-of-use assets | ||||||||||||||||||||||||||||||||||||||
Impairment of intangible assets | ||||||||||||||||||||||||||||||||||||||
| Withholding tax expense | ||||||||||||||||||||||||||||||||||||||
| Laboratory costs | ||||||||||||||||||||||||||||||||||||||
| Provision for bad debt | ||||||||||||||||||||||||||||||||||||||
| Amortization of intangible assets | ||||||||||||||||||||||||||||||||||||||
Impairment of VAT receivables | ||||||||||||||||||||||||||||||||||||||
| Rent & rates | ||||||||||||||||||||||||||||||||||||||
| Share-based expense - RSU & share options | ||||||||||||||||||||||||||||||||||||||
| Travel | ||||||||||||||||||||||||||||||||||||||
| Audit & accountancy fees | ||||||||||||||||||||||||||||||||||||||
| Insurance | ||||||||||||||||||||||||||||||||||||||
| Other administrative expenses | ||||||||||||||||||||||||||||||||||||||
| Total general and administrative expenses | ||||||||||||||||||||||||||||||||||||||
Lifezone capitalizes exploration and evaluation costs related to the Kabanga Nickel Project as exploration and evaluation assets. Capitalized exploration and evaluation expenditure includes a wide range of exploration, evaluation, and study-related costs, including general, administrative and financing costs that are related to the Kabanga Nickel Project.
General and administrative expenses included in the unaudited consolidated interim statements of comprehensive loss are costs that are expensed either because such costs do not relate to the Kabanga Nickel Project or are not eligible for capitalization under Lifezone's accounting policy.
21
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the three and nine months ended September 30, 2026 and September 30, 2025
9. Cash and cash equivalents
| September 30, 2026 | December 31, 2025 | ||||||||||
| $ | $ | ||||||||||
| USD – United States dollar | |||||||||||
| AUD – Australian dollar | |||||||||||
| GBP – Sterling | |||||||||||
| TZS – Tanzanian Shilling | |||||||||||
| Other currencies | |||||||||||
| Total cash and cash equivalents | |||||||||||
Cash and cash equivalents consist of cash at banks and on hand. On September 30, 2026, total cash includes $5.93 million (December 31, 2025: $6.57 million) in Kabanga Nickel Limited and its subsidiaries and is available only for the development of the Kabanga Nickel Project under the terms of the senior secured bridge loan facility. Included in this cash is an amount of $87,858 (December 31, 2025: $149,694 ) held in escrow and restricted for compensation payments to Project Affected Persons in connection with the Kabanga Nickel Project.
10. Trade and other receivables
| September 30, 2026 | December 31, 2025 | ||||||||||
| $ | $ | ||||||||||
| VAT/GST receivables | |||||||||||
| Prepayments | |||||||||||
| Deposits | |||||||||||
| Trade debtors | |||||||||||
| Other receivables | |||||||||||
| Total trade and other receivables | |||||||||||
VAT/GST receivables
VAT/Goods and Services Tax ("GST") receivables are short-term and receivable within twelve months following an applicable VAT refund application in the local tax jurisdiction. Lifezone has net VAT/GST receivables with the United Kingdom and Australian tax authorities amounting to $312,718 (December 31, 2025: $540,708 ).
The VAT receivables in Tanzania have been fully provided for, following the rejection by the TRA of our VAT refund application related to goods and services procured for the Kabanga Nickel Project. For the three months ended September 30, 2026, a provision of $15,400 was recorded to the consolidated interim statement of comprehensive loss, compared to $334,162 for the same period in 2025. The provision was lower than in the three months ended September 30, 2025, mainly because VAT claims arising during the quarter were offset against VAT payable of $266,524 from an assessment raised by the TRA in its audit of the 2023 tax year. For the nine months ended September 30, 2026, a provision of $1,015,378 was recorded to the consolidated interim statement of comprehensive loss, compared to $804,425 for the same period in 2025. Total provision as at September 30, 2026, is $7,449,918 (December 31, 2025: $6,941,708 ). The movement in total provision reflects the charge during the period offset by foreign exchange movements and an adjustment related to VAT assessment. TNCL has formally contested the TRA’s decision, asserting that the rejection is unfounded, as the purchases were directly linked to its economic activities in Tanzania, aimed at developing the Kabanga Nickel Project with the ultimate goal of producing and exporting metals. Lifezone remains actively engaged with the Government of Tanzania and continues to monitor the matter closely, seeking a favorable resolution in line with local regulations.
22
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the three and nine months ended September 30, 2026 and September 30, 2025
Deposits and other receivables
Deposits include security and other deposits. Other receivables include accrued interest and sundry receivables.
11. Property and equipment and right-of-use assets
Lifezone’s property and equipment and right-of-use assets include buildings, transportation equipment, office and computer equipment, and laboratory and testing equipment.
| Buildings | Transportation equipment | Office and computer equipment | Laboratory and testing equipment | Total Property and equipment | Right-of-use assets | Total | |||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Cost | |||||||||||||||||||||||||||||||||||||||||
| As at January 1, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Additions | |||||||||||||||||||||||||||||||||||||||||
| Disposals | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||
| Foreign exchange impact | |||||||||||||||||||||||||||||||||||||||||
| As at December 31, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Accumulated depreciation | |||||||||||||||||||||||||||||||||||||||||
| As at January 1, 2025 | ( | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Disposals | |||||||||||||||||||||||||||||||||||||||||
| Charge | ( | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Foreign exchange impact | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||
| As at December 31, 2025 | ( | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Cost | |||||||||||||||||||||||||||||||||||||||||
| As at January 1, 2026 | |||||||||||||||||||||||||||||||||||||||||
| Additions | |||||||||||||||||||||||||||||||||||||||||
| Lease reassessments | |||||||||||||||||||||||||||||||||||||||||
| Foreign exchange impact | |||||||||||||||||||||||||||||||||||||||||
| As at September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||
| Accumulated depreciation | |||||||||||||||||||||||||||||||||||||||||
| As at January 1, 2026 | ( | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Charge1 | ( | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Foreign exchange impact | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||
| As at September 30, 2026 | ( | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Net book value: | |||||||||||||||||||||||||||||||||||||||||
| As at December 31, 2025 | |||||||||||||||||||||||||||||||||||||||||
| As at September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||
23
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the three and nine months ended September 30, 2026 and September 30, 2025
12. Patents and other intangible assets
| Patents | Software | Total | |||||||||||||||
| $ | $ | $ | |||||||||||||||
| Cost | |||||||||||||||||
| As at January 1, 2025 | |||||||||||||||||
| Additions | |||||||||||||||||
| As at December 31, 2025 | |||||||||||||||||
| Accumulated amortization | |||||||||||||||||
| As at January 1, 2025 | ( | ( | ( | ||||||||||||||
| Charge | ( | ( | ( | ||||||||||||||
| As at December 31, 2025 | ( | ( | ( | ||||||||||||||
| Cost | |||||||||||||||||
| As at January 1, 2026 | |||||||||||||||||
| Additions | |||||||||||||||||
| Impairment | ( | ( | |||||||||||||||
| As at September 30, 2026 | |||||||||||||||||
| Accumulated amortization | |||||||||||||||||
| As at January 1, 2026 | ( | ( | ( | ||||||||||||||
| Charge | ( | ( | ( | ||||||||||||||
| Impairment | |||||||||||||||||
| As at September 30, 2026 | ( | ( | |||||||||||||||
| Net book value | |||||||||||||||||
| As at December 31, 2025 | |||||||||||||||||
| As at September 30, 2026 | |||||||||||||||||
Lifezone’s intellectual property includes six patent families, covering various enhancements to the Hydromet Technology process for metal production from ores, concentrates and other feedstocks, including PGM, gold, silver, base metals and rare earth metals. These enhancements span the handling of gangue elements, purification steps, diverse feed materials, and carbon emissions minimization.
24
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the three and nine months ended September 30, 2026 and September 30, 2025
13. Exploration and evaluation assets and mining data
| Exploration and evaluation assets | Mining data | Total | |||||||||||||||
| $ | $ | $ | |||||||||||||||
| Cost | |||||||||||||||||
| As at January 1, 2025 | |||||||||||||||||
| Additions | |||||||||||||||||
| As at December 31, 2025 | |||||||||||||||||
| Cost | |||||||||||||||||
| As at January 1, 2026 | |||||||||||||||||
| Additions | |||||||||||||||||
| As at September 30, 2026 | |||||||||||||||||
All of our exploration and evaluation assets and mining data relate to the Kabanga Nickel Project in Tanzania.
The capitalization of exploration and evaluation costs is based on the reasonable prospect that the Kabanga Nickel Project can be developed into a profitable mining operation. It assumes that the exploration and evaluation expenditure and study work relating to a mineral resource within a valid license area could result in cash inflows over time, either through sale or development. Exploration and evaluation expenditures are recognized and measured at cost and the related assets are classified as intangible assets.
An exploration and evaluation asset shall no longer be classified as such when the technical feasibility and commercial viability of extracting a mineral resource are demonstrable. Lifezone considers this threshold achieved once a FID is made.
Where Lifezone is unsuccessful in acquiring or being granted a tenement area, any such costs are immediately expensed. All costs incurred prior to securing the legal right to undertake exploration activities on a project are written off as incurred.
Additions during the period are capitalized as exploration and evaluation costs, linked to the Kabanga Nickel Project in Tanzania. Technical and administrative overheads incurred in connection with exploration and evaluation activities are capitalized as exploration and evaluation assets.
During the nine months ended September 30, 2026, $21,142,477 (nine months ended September 30, 2025: $12,321,662 ) of the gross total general and administrative expenses were capitalized to exploration and evaluation assets as part of the Kabanga Nickel Project.
During the three months ended September 30, 2026, $7,389,374 (three months ended September 30, 2025: $3,565,313 ) of the gross total general and administrative expenses were capitalized to exploration and evaluation assets as part of the Kabanga Nickel Project.
Exploration and evaluation assets include gross borrowing costs on the senior secured bridge loan facility capitalized during the nine months ended September 30, 2026 of $5,269,195 (nine months ended September 30, 2025: $304,091 ). These costs relate to the senior secured bridge loan facility that has been entered into to fund the development of the Kabanga Nickel Project. Refer to Note 19.2 for further details. Interest income of $212,705 (nine months ended September 30, 2025: $nil ) on cash held at banks resulting from drawings under the senior secured bridge loan facility has been offset against the capitalized borrowing costs.
25
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the three and nine months ended September 30, 2026 and September 30, 2025
During the three months ended September 30, 2026, $2,351,062 (three months ended September 30, 2025: $304,091 ) of gross borrowing costs on the senior secured bridge loan facility were capitalized. Interest income of $56,798 (three months ended September 30, 2025: $nil ) on cash held at banks resulting from drawings under the senior secured bridge loan facility has been offset against the capitalized borrowing costs.
14. Taxation
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Reconciliation of the tax expense (credit) | |||||||||||||||||||||||
| Loss for the period before tax | ( | ( | ( | ( | |||||||||||||||||||
Loss before tax multiplied by the standard rate of corporation tax in the Isle of Man of | |||||||||||||||||||||||
| Effects of: | |||||||||||||||||||||||
| Other permanent differences | ( | ( | |||||||||||||||||||||
| Movement in deferred tax not recognized | |||||||||||||||||||||||
| Adjustment in respect of prior periods | |||||||||||||||||||||||
| Difference in overseas tax rates | ( | ( | ( | ( | |||||||||||||||||||
| Total income tax credit | ( | ( | ( | ( | |||||||||||||||||||
Lifezone operates across various jurisdictions with different corporate income tax rates, including the Isle of Man (0 %), United Kingdom (25 %), Tanzania (30 %) and Australia (25 %). Each subsidiary applies the domestic tax rates of its country of incorporation.
Lifezone has recognized a deferred tax income of $244,699 during the nine months ended September 30, 2026 (nine months ended September 30, 2025: $366,385 ). As at September 30, 2026, the deferred tax liability is $59,050 (December 31, 2025: deferred tax liability $303,749 ).
The following table summarizes the components of deferred tax:
| September 30, 2026 | December 31, 2025 | ||||||||||
| $ | $ | ||||||||||
| Short term timing differences | |||||||||||
| Accelerated capital allowances | ( | ( | |||||||||
| Tax losses | |||||||||||
| ROU assets | ( | ( | |||||||||
| Lease liabilities | |||||||||||
| Net deferred tax liability | ( | ( | |||||||||
Deferred tax assets and liabilities have been offset where they relate to income taxes levied by the same taxation authority and the Company has the legal right and intent to offset.
26
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the three and nine months ended September 30, 2026 and September 30, 2025
Unrecognized Deferred Tax Assets
Deferred tax assets are recognized only to the extent that it is probable that taxable profits will be available against which the deductible temporary differences can be utilized. Unrecognized deferred tax assets are reassessed at each reporting date and recognized to the extent that it is probable that future taxable profits will be available, against which the unrecognized deferred tax assets can be used. During our assessment and the review of the tax returns of Lifezone group entities for the year ended December 31, 2025, management assessed that the earlier unrecognized pre-trading capital expenses at Kabanga Nickel Limited and certain adjustments in Tembo Nickel Corporation Limited do not represent a potential future temporary difference, leading management to exclude these amounts from the table below. In addition, we are now showing the trading losses of LZ Services Limited and Kabanga Nickel Limited as trading losses, separately from pre-trading losses of all other subsidiaries.
As at September 30, 2026, there are gross unused tax losses and other deductible temporary differences of $57,076,850 (December 31, 2025: $50,334,123 ) mainly arising from accumulated tax losses associated with the Kabanga Nickel Project. Deferred tax assets have not been recognized on unused tax losses and other deductible temporary differences as Lifezone’s mining operation remains in the exploration and evaluation phase. Consequently, management considers that future taxable profits are not sufficiently probable at the balance sheet date against which the deferred income tax asset can be recovered fully.
Unused tax losses and temporary differences for which no deferred tax asset has been recognized are as follows:
| September 30, 2026 | December 31, 2025 (As restated)1 | ||||||||||
| $ | $ | ||||||||||
| Accelerated capital deductions | |||||||||||
| Short term timing differences | |||||||||||
| Pre-trading tax losses | |||||||||||
| Trading tax losses | |||||||||||
| Lease liabilities | |||||||||||
| Total gross unused tax losses and temporary differences | |||||||||||
1As at December 31, 2025 the audited consolidated financial statements previously disclosed gross unused tax losses and temporary differences of $98.96 million, comprised of the following components: Accelerated capital deductions of $50.49 million, pre-trading capital expenses $50.97 million and pre-trading tax losses $98.49 million. The amount previously disclosed has been restated for the following reasons:
•During our assessment and the review of the tax returns of Lifezone entities for the year ended December 31, 2025, management assessed that the earlier unrecognized pre-trading capital expenses of $50.97 million at Kabanga Nickel Limited do not represent a potential future temporary difference, leading us to exclude these amounts from unrecognized deferred tax assets.
•Following an audit by the TRA of the corporation tax return of TNCL for the year ended December 31, 2024, in which the TRA disallowed capital allowances claimed in respect of exploration and evaluation assets, management revised TNCL's corporation tax return for the year ended December 31, 2025 to exclude capital allowances on exploration and evaluation assets, such that no temporary difference arises in respect of these
27
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the three and nine months ended September 30, 2026 and September 30, 2025
assets. As a result, accelerated capital deductions and corresponding tax losses have been adjusted by approximately $50 million.
15. Supplementary cash flow information
Below are the significant non-cash investing and financing activities during the nine months ended September 30, 2026, and nine months ended September 30, 2025:
Nine Months Ended September 30, 2026:
During the nine months ended September 30, 2026, Lifezone extended the term of its office lease in Perth, Australia by two years .
On June 29, 2026, Lifezone Metals issued 500,000 Additional Warrants to Taurus Mining Finance Fund No. 2 L.P. with a fair value of $1.08 million, which were recognized as deferred financing costs with a corresponding credit to the warrant reserve (refer to Note 19.2).
Nine Months Ended September 30, 2025:
During the nine months ended September 30, 2025, Lifezone paid interest to debenture holders in the form of newly issued 255,369 Ordinary Shares in Lifezone Metals.
16. Trade and other payables
| September 30, 2026 | December 31, 2025 | ||||||||||
| $ | $ | ||||||||||
| Trade payables | |||||||||||
| Accrued expenses | |||||||||||
| VAT payable | |||||||||||
Total trade and other payables | |||||||||||
All amounts are short-term. The carrying value of trade payables and accrued expenses is considered to be a reasonable approximation of their fair value.
17. Provisions
| September 30, 2026 | December 31, 2025 | ||||||||||
| $ | $ | ||||||||||
| Provision for withholding tax | |||||||||||
| Provision for other taxes | |||||||||||
| Total provisions | |||||||||||
28
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the three and nine months ended September 30, 2026 and September 30, 2025
Provision for withholding tax
In 2020, Kabanga Nickel Company Limited ("KNCL"), a subsidiary of Lifezone, filed a tax appeal with the Tax Revenue Appeals Tribunal, contesting a withholding tax assessment imposed by the TRA on imported services. These services were provided by non-resident entities during a period when KNCL was jointly owned by Barrick and Glencore. On January 21, 2021, the TRA issued an Agency Notice to KNCL’s bank, Citibank Tanzania Limited, leading to the transfer of the company’s total bank balance of TZS 823,400,321 as of January 31, 2021, to the TRA. KNCL is a non-operating entity whose retention mining license was revoked by the Government of Tanzania in 2018, ahead of the acquisition by Lifezone, and carries a de-minimis amount of cash.
Subsequently, on April 22, 2021, the TRA lifted the Agency Notice until further notice, pending a hearing and final determination of the case. On July 30, 2024, the Court of Appeal ruled in favor of the TRA, dismissing KNCL’s appeal and confirming the tax assessment of TZS 8.43 billion as payable. Following this ruling, a provision of $3.44 million, equivalent to TZS 8.43 billion as at December 31, 2024, was made, covering the principal tax amount. As at September 30, 2026, the provision has been revalued to $3.20 million using current exchange rates.
In March 2025, the TRA issued a demand notice for the withholding tax of TZS 8.43 billion, along with additional interest for late payment of TZS 12.36 billion (equivalent to interest of $4.68 million as at September 30, 2026). Please also refer to Note 26 for further details.
Based on the advice received and the advanced stage of the amendment to the Framework Agreement negotiations, management believes it is probable that Lifezone will not be required to pay the additional interest charges of $4.68 million (TZS 12.36 billion) in relation to the withholding tax assessment. As a result, no provision has been recognized in respect of the additional interest charges. The amended Framework Agreement has not yet been signed or become effective. As such, there remains a risk that the waiver or resolution mechanism may not be finalized on the terms currently anticipated. Should the Framework Agreement not be renegotiated or its terms differ materially from those currently discussed, Lifezone could be exposed to additional interest charges on the withholding tax liability.
Following the resolution of this matter, Lifezone intends to place KNCL in voluntary liquidation. KNCL does not hold the SML and any liquidation has no impact on Lifezone's operations.
Provision for other taxes
On February 26, 2026, the TRA issued a tax assessment identifying unpaid taxes and interest of TZS 0.60 billion (equivalent to $234,641 ) following an audit of TNCL of the 2024 tax year. Although TNCL has lodged objections to certain elements of the assessment, management has evaluated the findings and determined that it is probable that the assessed amount will be payable. Accordingly, a provision of $234,641 for the unpaid taxes and interest had been recognized as at December 31, 2025. During the nine months ended September 30, 2026, TNCL paid $115,920 to the TRA in cash and a balance of $118,721 is carried as a provision.
18. Lease liabilities
Lifezone's leases include leases of office space, warehouse and accommodation units in Tanzania and Australia. Right-of-use (“ROU”) lease assets and lease liabilities are recognized for such leases at the commencement date based on the present value of lease payments over the lease term. Lifezone does not recognize a related ROU asset and lease liability for a lease term of twelve months or less.
For the three months ended September 30, 2026, and September 30, 2025, Lifezone recognized an expense of $66,777 and $106,694 , respectively, relating to short-term leases. For the nine months ended September 30, 2026, and September 30, 2025, Lifezone recognized an expense of $194,430 and $322,708 , respectively, relating to short-term leases. During the nine months ended September 30, 2026, Lifezone extended the term of its office lease in Perth, Australia by two years .
29
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the three and nine months ended September 30, 2026 and September 30, 2025
The analysis of lease liabilities is presented below:
| $ | |||||||||||
| As at January 1, 2025 | |||||||||||
| Additions | |||||||||||
| Interest accretion on lease liabilities | |||||||||||
| Payments | ( | ||||||||||
| Disposals | ( | ||||||||||
| Foreign exchange impact | ( | ||||||||||
| As at December 31, 2025 | |||||||||||
| Lease reassessments | |||||||||||
| Interest accretion on lease liabilities | |||||||||||
| Payments | ( | ||||||||||
| Foreign exchange impact | |||||||||||
| As at September 30, 2026 | |||||||||||
| September 30, 2026 | December 31, 2025 | ||||||||||
| $ | $ | ||||||||||
| Current | |||||||||||
| Non-current | |||||||||||
| Total lease liabilities | |||||||||||
Shown below is the maturity analysis of the undiscounted minimum lease payments:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Undiscounted future lease payments | $ | $ | |||||||||
| Less than 1 year | |||||||||||
| More than 1 year but less than 5 years | |||||||||||
Total undiscounted future lease payments | |||||||||||
19. Debt
19.1. Hybrid Financial Instruments: Convertible debentures with embedded derivatives
On March 27, 2024, Lifezone Metals closed a $50.0 million non-brokered private placement of unsecured convertible debentures. The unsecured convertible debentures bear interest over a 48 -month term, payable quarterly, SOFR plus 4.0 % per annum, subject to a SOFR floor of 3.0 %. The unsecured convertible debentures can be redeemed early by Lifezone, subject to the achievement of certain conditions, at a price of 105 % plus interest otherwise payable to the maturity date March 27, 2028. In the first two years , interest was payable quarterly via a mix of shares (or cash if the share price was lower than $4.0 per share) and a payment-in-kind accrual of the outstanding principal. All outstanding interest of $4,278,974 (including payment-in-kind interest) became payable at the end of March 2026, with all subsequent quarterly interest payments to be settled entirely in cash.
The unsecured convertible debentures are convertible into ordinary shares of Lifezone Metals at the option of the holder at a price of $8.00 per share and are subject to customary adjustments (the “Conversion Right”). The conversion price was determined on the closing date based on the lesser of a 30 % premium to a trailing period VWAP and $8.00 per
30
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the three and nine months ended September 30, 2026 and September 30, 2025
share. Mandatory conversion might occur if Lifezone’s share price is greater than 50 % above the conversion price for any 15 trading days within a period of 30 consecutive trading days.
The unsecured convertible debentures were determined to be a hybrid financial liability, comprising a host debt instrument and two embedded derivatives, the Conversion Right and the Interest Shares, with both having economic characteristics and risks different from the host debt instrument. In essence, they are not closely related to the non-derivative host debt instrument given their value changes with the value of shares in Lifezone Metals, while the host liability changes in relation to a reference borrowing index (in this case SOFR).
The host debt instrument is classified and measured at amortized cost, while the embedded derivatives are accounted for separately at fair value through profit or loss. As at September 30, 2026, the carrying amount of the host debt instrument was $36,268,625 (December 31, 2025: $34,521,935 ). As at September 30, 2026, the estimated fair value of the host debt instrument was $40,924,117 (December 31, 2025: $43,628,118 ).
The fair value of the Conversion Right was estimated using the Finite Difference Method and the Share Interest feature was estimated using a Monte Carlo Simulation, using the following key assumptions:
| Assumption | ||||||||
| Risk-free Rate | ||||||||
| Share Price | $ | $ | ||||||
| Equity Volatility | % | % | ||||||
| Dividend Yield | % | % | ||||||
| Credit Spread | % | % | ||||||
On September 30, 2026, the embedded derivative liability component of the convertible debentures was reassessed to be $3,282,000 compared to $5,153,000 as at December 31, 2025. The decrease in fair value of $1,871,000 is largely due to the fall in the price of Lifezone Metals' shares from $4.27 as at December 31, 2025, to $3.76 as at September 30, 2026, and due to the passage of time. This decline in share price has reduced the likelihood that debenture holders will exercise their option to convert debentures into ordinary shares of Lifezone Metals at the conversion price of $8.00 per share. In addition, the passage of time has shortened the period remaining until expiry. The fair value decrease has been recognized as a gain in the consolidated statement of comprehensive loss. The fair value measurement of the embedded derivative liability is categorized as Level 3 in the fair value hierarchy.
31
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the three and nine months ended September 30, 2026 and September 30, 2025
A sensitivity analysis was performed to assess the impact of changes in the volatility of share price on the indicated value at September 30, 2026. For illustrative purposes, a 10 % increase and a 10 % decrease in the share price volatility were analyzed, holding all other assumptions constant. A 10 % increase in the share price volatility would result in an increase in fair value by $515,000 while a 10 % decrease in the share price volatility would result in a decrease in the fair value by $856,000 .
| Debenture host debt instrument | $ | |||||||
| As at January 1, 2025 | ||||||||
| Interest accrued | ||||||||
| Interest paid in shares | ( | |||||||
| Interest paid in cash | ||||||||
| As at September 30, 2025 | ||||||||
| Interest accrued | ||||||||
| Interest paid in shares | ||||||||
| Interest paid in cash | ( | |||||||
| As at December 31, 2025 | ||||||||
| Interest accrued | ||||||||
| Interest paid in cash | ( | |||||||
| As at September 30, 2026 | ||||||||
| Embedded derivatives | $ | |||||||
| As at January 1, 2025 | ||||||||
| Fair value reassessment | ( | |||||||
| As at September 30, 2025 | ||||||||
| Fair value reassessment | ( | |||||||
| As at December 31, 2025 | ||||||||
| Fair value reassessment | ( | |||||||
| As at September 30, 2026 | ||||||||
| Total convertible debentures with embedded derivatives | ||||||||
| As at December 31, 2025 | ||||||||
| As at September 30, 2026 | ||||||||
19.2. Senior secured bridge loan facility
On August 8, 2025, Lifezone’s wholly owned subsidiary, Kabanga Nickel Limited, entered into a $60 million senior secured bridge loan facility agreement with Taurus Mining Finance Fund No. 2 L.P. acting as mandated lead arranger and agent. The facility is available for further drawdowns until November 29, 2026, following Taurus's agreement to a three-month extension, and supports the advancement of the Kabanga Nickel Project by funding the development of critical early-stage work and infrastructure as the company progresses towards securing long-term project financing. The facility has a scheduled maturity date of July 31, 2027, with an option available to Kabanga Nickel Limited to extend the term by an additional six months . The loan bears an interest rate of 9.25 % per annum on drawn amounts and is subject to an arrangement fee of 2.25 % and a commitment fee of 2.50 %.
Lifezone is subject to financial covenants requiring it to maintain a current ratio, as defined in the facility agreement, of at least 1.1:1 on a consolidated basis while any amounts remain outstanding under the facility. In addition, Kabanga Nickel Limited must maintain a minimum cash balance of $5 million in secured bank accounts, of which at least
32
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the three and nine months ended September 30, 2026 and September 30, 2025
$4 million must be held in freely tradable currencies and no more than $1 million in Tanzanian shillings or South African rand. Lifezone has complied with all covenants that it is required to meet on, or before, September 30, 2026.
As part of the facility, Lifezone Metals issued 2.5 million warrants exercisable for its ordinary shares to the lenders. The warrants carry an exercise price of $5.42 and expire five years from the date of issuance. Availability of borrowings under the facility is subject to the satisfaction of customary conditions precedent. We believe this financing represents a major milestone in advancing the Kabanga Nickel Project and strengthens Lifezone's position as it moves towards securing project financing. The warrants were fair valued at $2.26 per unit based on the following assumptions:
Key inputs | ||||||||
| Valuation Date | ||||||||
| Maturity Date | ||||||||
| Share Price | ||||||||
| Strike Price | ||||||||
| Risk-free Rate | ||||||||
| Equity Volatility | ||||||||
| Dividend Yield | ||||||||
The total fair value of the warrants was $5.65 million and is included in the deferred financing costs of entering into this facility.
On August 29, 2025, Lifezone received the first tranche of $20 million ($19.7 million net of transaction costs) under the bridge loan from Taurus Mining Finance Fund No. 2 L.P. On March 16, 2026, Lifezone received a partial drawdown of $5 million as part of a second tranche and a further $16.7 million was received on April 29, 2026 under the second tranche. The third and final tranche of $18.3 million is expected to be disbursed in the fourth quarter of 2026, subject to the satisfaction of conditions precedent, including the amendment of the Framework Agreement.
| $ | |||||
| As at January 1, 2025 | |||||
| Additions | |||||
Transaction cost and arrangement fees | ( | ||||
| Interest accrued | |||||
| Interest and commitment fee paid in cash | ( | ||||
| As at September 30, 2025 | |||||
| Transaction cost and arrangement fees | |||||
| Interest accrued | |||||
Interest and commitment fee paid in cash | ( | ||||
| As at December 31, 2025 | |||||
| Additions | |||||
| Transaction cost | ( | ||||
| Interest accrued | |||||
| Interest and commitment fee paid in cash | ( | ||||
| As at September 30, 2026 | |||||
33
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the three and nine months ended September 30, 2026 and September 30, 2025
Deferred financing cost
In connection with the senior secured bridge loan facility, Lifezone incurred financing costs which were recognized as deferred financing costs. These costs, including the fair value of $5.65 million for warrants issued, are directly attributable to the financing. These financing costs are allocated on a pro-rata basis to the initial and any subsequent drawdowns unless the costs relate specifically to a particular drawdown.
As at September 30, 2026, total deferred financing costs were $10.56 million (December 31, 2025: $8.66 million). As at September 30, 2026, $41.70 million of the total $60 million available had been drawn by Lifezone. As a result, $8.17 million (December 31, 2025: $3.44 million) of the deferred financing costs are set off against the debt, and the remaining $2.39 million (December 31, 2025: $5.22 million) is deferred as an asset (included in the current asset line "Deferred financing costs" in the consolidated interim statements of financial position) and will be deducted from the debt when subsequent amounts are drawn.
As consideration for waiving the requirement that the Government of Tanzania execute an amendment to the Framework Agreement prior to the second drawdown, Lifezone Metals agreed to issue 500,000 common share purchase warrants (the “Additional Warrants”) to Taurus if the amendment was not completed within 90 days of the second utilization date. The amendment to the Framework Agreement had not been completed within the stipulated 90 -day period and, accordingly, Lifezone Metals issued the Additional Warrants on June 29, 2026. The Additional Warrants entitle the holder to acquire up to 500,000 ordinary shares of Lifezone Metals at an exercise price of $6.25 per share and expire on June 29, 2031. The Additional Warrants were fair valued at $1.08 million, using the key assumptions in the table below and recognized as deferred financing costs, with a corresponding credit recorded in warrant reserve.
Key inputs | ||||||||
| Valuation Date | ||||||||
| Maturity Date | ||||||||
| Share Price | ||||||||
| Strike Price | ||||||||
| Risk-free Rate | ||||||||
| Equity Volatility | ||||||||
| Dividend Yield | ||||||||
The portion of the deferred financing costs related to amounts already drawn under the facility are amortized on an effective interest rate basis from the date of the drawdowns to the date of the expiry of the facility.
Fair value of the senior secured bridge loan facility
The senior secured bridge loan facility is measured at amortized cost. As at September 30, 2026, its carrying amount was $36,083,812 (December 31, 2025: $16,677,872 ). As at September 30, 2026, its estimated fair value was $37,815,931 (December 31, 2025: $19,063,612 ).
34
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the three and nine months ended September 30, 2026 and September 30, 2025
19.3. Warrant liability
On November 12, 2025, Lifezone Metals issued an aggregate of 4,411,764 warrants as part of a 2025 Offering. Each warrant is exercisable for one ordinary share, and each warrant was issued with an exercise price of $4.00 and is exercisable for a period of 4 years from the issue date. The warrants do not meet the definition of equity under IAS 32 because they provide for settlement on a net cash or share basis and allow adjustments to the number of shares and the exercise price under certain circumstances. The warrants also include a downround protection for the holder. If Lifezone Metals issues shares at a price per share less than the then current exercise price of a warrant, the exercise price will be reduced to the greater of (i) such lower price per share or (ii) $2.50 . Consequently, these warrants are recorded as a derivative financial liability under IFRS 9 - Financial Instruments. A Monte Carlo simulation analysis was used to measure the fair value of the warrant liability, as at September 30, 2026, with the following assumptions: volatility of share price of 75 %, risk-free interest rate of 4.76 %, expected life of 3.12 years and share price of $3.76 . As at December 31, 2025, the assumption for volatility of share price was 70 %, the expected life was 3.87 years, the risk-free rate was 3.59 % and Lifezone share price was $4.27 .
| $ | |||||
| As at January 1, 2025 and September 30, 2025 | |||||
| Additions | |||||
Fair value movement | |||||
| As at December 31, 2025 | |||||
| Fair value movement | ( | ||||
| As at September 30, 2026 | |||||
The liability related to warrants is remeasured at the end of each period at fair value through profit or loss. The fair value of the warrants is classified as Level 3 in the fair value hierarchy. At each reporting date, the fair value of the liability related to warrants is determined using a Monte Carlo simulation analysis, which uses significant inputs that are not based on observable market data, hence the classification in Level 3.
20. Related party transactions
Related Party relationships with shareholders with significant influence
Keith Liddell, Chris von Christierson, and Peter Smedvig are the founding shareholders of Lifezone.
The Liddell family holdings are in aggregate approximately 25.9 % of all outstanding Lifezone Metals shares as of September 30, 2026, making Keith Liddell and members of his immediate family related parties with significant influence over the affairs of Lifezone. Keith Liddell is a director of three group companies and is the Chairman of Lifezone Metals. Mr. Liddell is also retained as a consultant to provide metallurgical engineering services to Lifezone in matters related to metals recovery and the design, engineering, commissioning, and operation of Lifezone’s metals and minerals projects. Keith Liddell is the father of Simon Liddell who is employed by Lifezone Asia-Pacific Pty Ltd. Keith Liddell holds his shares jointly with his wife, Shelagh Jane Liddell, who has never had any commercial agreement with Lifezone.
The holdings in trusts where family members of Chris von Christierson are beneficiaries are classified as true trust holdings managed by professional trustees, making Chris von Christierson and close family members non-related parties.
35
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the three and nine months ended September 30, 2026 and September 30, 2025
Lifezone has no commercial relationships with Peter Smedvig beyond his shareholding in Lifezone and no compensation or transfer of resources took place during the reporting period with Peter Smedvig and known family members.
Directors’ fees
Lifezone Metals has a director service contract with Keith Liddell, as a director of Lifezone Metals. For the nine months ended September 30, 2026, Keith Liddell was paid $86,777 (nine months ended September 30, 2025: $68,750 ). For the three months ended September 30, 2026, Keith Liddell was paid $31,777 (three months ended September 30, 2025: $22,000 ).
Remuneration of key management personnel
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
Salary, wages and consultancy fees 1 | ||||||||||||||||||||||||||
Bonuses 1 | ||||||||||||||||||||||||||
| Post-employment benefits (pensions) | ||||||||||||||||||||||||||
| Remuneration of key management personnel | ||||||||||||||||||||||||||
On September 24, 2026, as part of a wider retention incentive program, Lifezone granted cash-settled retention incentive awards to members of key management personnel with an aggregate value of $2.6 million. The awards are payable in two equal tranches: on achievement of the Milestone (as defined below), and on its first anniversary. The Milestone is defined as the earlier of (i) a Final Investment Decision on the Kabanga Nickel Project, including the raising of aggregate funding of at least $250 million, and (ii) a sale of the Kabanga Nickel Project. Payment of each tranche is also conditional on the recipient remaining employed by, or engaged to provide services to, the Company on the relevant payment date. The cost of the awards will be recognized over the service period to each payment date. No liability was recognized as at September 30, 2026, as the amount attributable to the period from the grant date to September 30, 2026 was immaterial.
Share-based payments to key management personnel
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
| Share-based payment - share options | ||||||||||||||||||||||||||
| Share-based payment - restricted stock units | ||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||
Share-based payment compensation represents the expenses recognized during the period in respect of equity-settled share-based payment awards granted to key management personnel, measured at fair value at the grant date and recognized over the applicable vesting periods in accordance with IFRS 2. Further details of the share-based payment arrangements, including the terms and conditions of the awards, are disclosed in Note 23. The amounts disclosed in the above table are the expenses recognized during the reporting period for the key management personnel listed below.
36
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the three and nine months ended September 30, 2026 and September 30, 2025
| Name | Position | |||||||
| Keith Liddell | ||||||||
| Chris Showalter | ||||||||
| Ingo Hofmaier | ||||||||
| Dr. Michael Adams | ||||||||
| Gerick Mouton | ||||||||
| Benedict Busunzu | ||||||||
| Spencer Davis | ||||||||
| Anthony von Christierson | ||||||||
| Evan Young | ||||||||
Transactions with family members and entities controlled by Key Management Personnel
Simon Liddell (the son of Keith Liddell) is an employee of Lifezone Asia-Pacific Pty Ltd. He is Vice President Mining and has extensive underground mining experience, having joined from Gold Fields in Australia in 2022.
Lifezone has a commercial agreement with Airvolution Co. Limited, an entity controlled by Dr. Michael Adams, with effect from July 1, 2022. Jonathan Adams (the son of Dr. Michael Adams) is a Senior Metallurgist at Lifezone.
Lifezone has a commercial agreement with NewVision Metals PTE. Limited, an entity controlled by Gerick Mouton, with effect from June 2, 2022.
Lifezone has a commercial agreement with Keith Liddell. Details of transactions of the above can be found in the following sections.
37
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the three and nine months ended September 30, 2026 and September 30, 2025
Transactions with related party entities providing consultancy to Lifezone:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| Consultant fees | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||||||
| Engagement Party | Related Person | $ | $ | $ | $ | Commenced | |||||||||||||||||||||||||||||||||||||||||
| Airvolution Co. Limited | July 1, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||
| Keith Liddell | July 7, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||
| NewVision Metals PTE. Limited | June 2, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||||||||||||||||||||
| Fair value of stock options granted | |||||||||||||||||||||||||||||||||||||||||||||||
| Dr. Michael Adams | July 1, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||
| Gerick Mouton | June 2, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||||||||||||||||||||
| Total compensation | |||||||||||||||||||||||||||||||||||||||||||||||
| Total remuneration | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
| Simon Liddell | ||||||||||||||||||||||||||
| Jonathan Adams | ||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||
| Fair value of stock options granted | ||||||||||||||||||||||||||
| Simon Liddell | ||||||||||||||||||||||||||
| Jonathan Adams | ||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||
Related party payables
| September 30, 2026 | December 31, 2025 | ||||||||||
| $ | $ | ||||||||||
| Keith Liddell | |||||||||||
| NewVision Metals PTE. Limited | |||||||||||
| Airvolution Co. Limited | |||||||||||
38
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the three and nine months ended September 30, 2026 and September 30, 2025
Related party payables relate to services invoiced by Keith Liddell, Airvolution Co. Limited and NewVision Metals PTE Limited to Lifezone that remained outstanding as at the reporting date.
21. Deferred consideration
On July 18, 2025, Lifezone Limited (“LZL”) entered into a definitive agreement with BHP to acquire BHP’s 17 % equity interest in KNL. Upon closing, LZL owns 100 % of KNL and all existing agreements with BHP, including the T2 Option Agreement, are terminated. As part of the transaction, Lifezone assumed control over 100 % of the offtake from the Kabanga Nickel Project. As consideration, a fixed cash payment of $10 million is payable by LZL within 30 days after the earlier of: (i) 12 months after the FID at the Kabanga Nickel Project; or (ii) once Lifezone has raised $250 million in aggregate funding (whether through equity, debt or alternative sources). A second and final deferred cash payment is payable within 30 days after the period of 12 months following the achievement of first commercial production. The amount of the second payment is indexed to the share price performance of Lifezone Metals, with a reference share price of $4.16 per share and a reference amount of $28 million. The maximum amount of total consideration payable by Lifezone to BHP is limited to $83 million, and automatically reduced by $8 million to $75 million if RAP alignment is achieved within the RAP period. On September 18, 2026, the RAP expert’s Determination Report confirmed that the RAP alignment had been achieved, and on October 7, 2026, the Company announced the $8 million reduction in the cap on consideration payable to BHP, following an independent expert review confirming that RAP alignment has been achieved for the 12-month period from July 18, 2025 to July 18, 2026. Lifezone Limited obtained independent verification that the Kabanga Nickel Project’s RAP had been prepared, developed and implemented in material alignment with IFC PS5 objectives, which also assessed the effectiveness of measures designed to mitigate identified impacts and risks.
The deferred consideration is fair valued using the present value of discounted cash flows based on the expected amounts and timing of the future payments to BHP using a discount rate of 20.41 % (December 31, 2025: 17.50 %) and the share price of Lifezone Metals ordinary shares of $3.76 (December 31, 2025: $4.27 ).
As at September 30, 2026, the fair value was probability weighted using different scenarios that include a base case on the timing of FID as March 31, 2027, assuming to coincide with the completion of all conditions precedent under the project finance facility, and first commercial production as December 1, 2029; a delayed case that incorporates a 12-month delay on the base case estimates and an accelerated event case where payment to BHP is brought forward due to a change in control of the Kabanga Nickel Project.
The discount rate takes into consideration the risks in the cash flow forecasts and the cost of debt. A significant increase (decrease) in the discount rate, in isolation, would result in a significantly lower (higher) fair value measurement. Changes in fair value can also occur when probability and timing assumptions relating to FID, first commercial production or a change of control are revised. Changes in the fair value of the deferred consideration are recorded as a gain/loss on remeasurement of deferred consideration in the consolidated statement of comprehensive loss. The fair value of the deferred consideration is categorized as Level 3 in the fair value hierarchy.
| Deferred consideration | $ | ||||
| As at January 1, 2025 and July 1, 2025 | |||||
| Additions | |||||
| Fair value reassessment | |||||
| As at September 30, 2025 | |||||
| Fair value reassessment | ( | ||||
| As at December 31, 2025 | |||||
| Fair value reassessment | ( | ||||
| As at September 30, 2026 | |||||
A sensitivity analysis was performed to assess the impact of changes in the discount rate, share price and delay on FID on the indicated value at September 30, 2026. For illustrative purposes, a 1 % increase and a 1 % decrease in the applied discount rate were analyzed, holding all other assumptions constant. A 1 % increase in the discount rate would result in a decrease in fair value by $0.49 million, while a 1 % decrease in the discount rate would result in an increase in the fair value
39
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the three and nine months ended September 30, 2026 and September 30, 2025
by $0.51 million. A 10 % increase or decrease in the share price of Lifezone Metals, holding all other assumptions constant would result in an increase or decrease in fair value by $0.89 million. A delay in FID by a further 6 months would reduce the fair value by $0.28 million.
22. Equity
Share Capital
| September 30, 2026 | September 30, 2025 | ||||||||||||||||||||||
| Number of Shares | $ | Number of Shares | $ | ||||||||||||||||||||
| Share capital, as at January 1, | |||||||||||||||||||||||
| Transactions with shareholders | |||||||||||||||||||||||
| Issue of ordinary shares on exercise of warrants | - | - | - | ||||||||||||||||||||
| Cancellation of shares | - | - | ( | - | |||||||||||||||||||
| Issuance of ordinary shares in connection with the 2026 Offering | - | - | |||||||||||||||||||||
| Issuance of ordinary shares on vesting of RSUs | - | - | |||||||||||||||||||||
| Issuance of ordinary shares on exercise of stock options | - | - | |||||||||||||||||||||
| Issue of shares to debenture holders | - | - | |||||||||||||||||||||
| Share capital, ending | |||||||||||||||||||||||
Lifezone Metals has one class of ordinary shares with a par value of $0.0001 per share.
Ordinary shares held in escrow (1,725,000 earnout units) have been excluded from the share capital in the table above. These shares will be released on the satisfaction of share price targets in two equal tranches if the daily VWAP of Lifezone Metals shares for any 20 trading days is greater than or equal to $14.00 ("Tranche 1") or $16.00 ("Tranche 2"). The shares will be forfeited in the event that the share price target is not met by July 6, 2028. Please refer to Note 23.3 for further details.
On April 23, 2026, Lifezone Metals closed a registered direct offering (the "2026 Offering") of 5,700,000 ordinary shares, with no warrants. The ordinary shares were sold at a purchase price of $4.40 per share. The net proceeds from the 2026 Offering were $23.3 million (after placement agent fees, commissions and estimated offering expenses payable by Lifezone). 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 other general corporate and working capital purposes, including financing costs. The 2026 Offering was 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.
On November 12, 2025, Lifezone Metals closed a registered direct offering (the "2025 Offering") of (i) 4,411,764 ordinary shares and (ii) warrants to purchase up to 4,411,764 ordinary shares. The ordinary shares were sold at a purchase price of $3.40 per share ($3.21 after deducting underwriting fees and commissions) and each warrant to purchase ordinary shares is for an exercise price equal to $4.00 per share, exercisable from the date of issuance, and will expire four years from the date of issuance. The net proceeds from the 2025 Offering were $14 million (after underwriting fees and commission). The 2025 Offering was made pursuant to the Company’s registration statement on Form F-3 (File No.
40
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the three and nine months ended September 30, 2026 and September 30, 2025
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 November 10, 2025.
Non-controlling Interest
NCI deficit is $1,126,927 as at September 30, 2026 and $998,960 as at December 31, 2025.
In January 2021, KNL and the Government of Tanzania established TNCL, a Tanzanian company, in order to develop, process, and refine future products from the Kabanga Nickel Project. Through the Treasury Registrar, the Government of Tanzania holds a non-dilutable free-carried interest representing 16 % of TNCL's issued share capital. The Government of Tanzania's 16 % interest in the arrangement is presented as an NCI in Lifezone's consolidated financial statements.
As a result of Lifezone making a further investment of $2 million in Lifezone Recycling US, LLC on May 2, 2025, Glencore's interest in Lifezone Recycling US, LLC reduced from 6 % to 5.44 % and is presented as NCI in the consolidated financial statements of Lifezone.
Warrants and warrant reserve
At September 30, 2026, outstanding warrants to acquire ordinary shares of Lifezone Metals were as follows:
| Note | Number of Warrants | Exercise Price | Expiry Date | |||||||||||||||||||||||
| Public Warrants | $ | July 05, 2028 | ||||||||||||||||||||||||
| Private Placement Warrants | $ | July 05, 2028 | ||||||||||||||||||||||||
| Warrants issued as part of senior secured bridge loan facility | 19.2 | $ | August 08, 2030 | |||||||||||||||||||||||
| Warrants issued in connection with the 2025 Offering | 19.3 | $ | November 12, 2029 | |||||||||||||||||||||||
| Additional warrants issued as part of senior secured bridge loan facility | 19.2 | $ | June 29, 2031 | |||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||
41
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the three and nine months ended September 30, 2026 and September 30, 2025
The change in the number of outstanding warrants is as follows:
| Public Warrants | Private Placement Warrants | Senior Secured Bridge Loan Facility Warrants | Direct Offering Warrants | Senior Secured Bridge Loan Facility Additional Warrants | ||||||||||||||||||||||||||||||||||
| Balance as at January 1, 2025 | ||||||||||||||||||||||||||||||||||||||
| Exercised | ( | |||||||||||||||||||||||||||||||||||||
| Issued | ||||||||||||||||||||||||||||||||||||||
| Outstanding as at December 31, 2025 | ||||||||||||||||||||||||||||||||||||||
| Issued | ||||||||||||||||||||||||||||||||||||||
| Outstanding as at September 30, 2026 | ||||||||||||||||||||||||||||||||||||||
Each Public Warrant was fair valued at $1.05 on July 5, 2023, with the total fair value of all Public Warrants being $14,490,000 . Each Private Placement Warrant was fair valued at $0.91 on July 5, 2023, with the total fair value of all Private Placement Warrants being $607,425 .
On August 8, 2025, as part of entering into a Senior Secured Bridge Loan Facility, Lifezone Metals issued 2,500,000 warrants. Each warrant represents the right to purchase one ordinary Lifezone Metals share at an exercise price of $5.42 per share in cash and expires on August 8, 2030. These warrants have been independently fair valued at $2.26 using a Black-Scholes option pricing model. Refer to Note 19.2 for further details on the assumptions used to fair value the warrants. An amount of $5,650,000 equal to the total fair value of the warrants was credited to the warrant reserve in the year ended December 31, 2025.
On June 29, 2026, Lifezone issued Additional Warrants on the Senior Secured Bridge Loan Facility. The Additional Warrants entitle the holder to acquire up to 500,000 ordinary shares of Lifezone Metals at an exercise price of $6.25 per share. The Additional Warrants were fair valued at $1.08 million, and recognized as deferred financing costs, with a corresponding credit recorded in warrant reserve. Refer to Note 19.2 for further details.
23. Share-based payments
2023 Omnibus Incentive Compensation Plan (the “Plan”)
Following the consummation of the Business Combination, Lifezone adopted the 2023 Omnibus Incentive Compensation Plan (the “2023 Plan”) in order to give Lifezone a competitive advantage in attracting, retaining, awarding and motivating directors, officers, employees and consultants by granting equity and equity-based awards. The 2023 Plan permits the grant of options to purchase Lifezone Ordinary Shares, stock appreciation rights, restricted shares, restricted stock units, or other equity or equity-related awards, in each case, in respect of Lifezone Ordinary Shares and cash incentive awards, thus enhancing the alignment of employee and shareholders' interests.
The initial share limit under the 2023 Plan is the number of Lifezone Ordinary Shares equal to 10 % of fully-diluted share capital of Lifezone Metals as of immediately following the consummation of the Business Combination.
42
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the three and nine months ended September 30, 2026 and September 30, 2025
The total share-based payment expense is as follows:
| Share-based payment expenses | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
Stock options | ||||||||||||||||||||||||||
Restricted stock units | ||||||||||||||||||||||||||
| Share-based payment expenses | ||||||||||||||||||||||||||
23.1. Share-based payments - Stock Options
On May 7, 2026, Lifezone Metals granted 1,164,597 stock options under the Plan with an exercise price of $4.81 and an expiry date of May 7, 2031. The stock options vest in three equal tranches on November 3, 2026, May 7, 2027, and May 7, 2028. The grant date fair value of these stock options was $3,540,000 .
On August 14, 2025, Lifezone Metals granted 1,583,085 stock options under the Plan with an exercise price of $4.40 and an expiry date of August 14, 2030. The stock options vest in three equal tranches on November 1, 2025, August 14, 2026, and August 14, 2027. The grant date fair value of these stock options was $3,387,000 .
The fair value of the options was determined on the grant date using the Black-Scholes option pricing model and using the following key assumptions:
| 2026 stock options grant | 2025 stock options grant | |||||||
Risk free rate | ||||||||
Expected volatility | % | % | ||||||
Expected life: | ||||||||
Tranche 1 | ||||||||
Tranche 2 | ||||||||
Tranche 3 | ||||||||
Expected dividend yield | ||||||||
Forfeiture rate | ||||||||
Share Price | $ | $ | ||||||
The total fair value of the options granted is being recognized as share-based payment expense on a straight-line basis over the respective vesting periods of each tranche, in accordance with IFRS 2 - Share-based Payment. Lifezone has not estimated any forfeitures, given management’s assessment of a low likelihood of any material forfeitures.
43
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the three and nine months ended September 30, 2026 and September 30, 2025
| Stock Options | Weighted average exercise price | ||||||||||
| Balance as at January 1, 2025 | |||||||||||
| Granted | $ | ||||||||||
| Balance as at December 31, 2025 | $ | ||||||||||
| Granted | $ | ||||||||||
| Forfeited | ( | $ | |||||||||
| Exercised | ( | $ | |||||||||
| Balance as at September 30, 2026 | $ | ||||||||||
| Exercisable as at September 30, 2026 | $ | ||||||||||
The weighted average remaining contractual life of outstanding share options was 4.19 years.
The total share-based payment expense related to the stock option awards in the nine months ended September 30, 2026, is $2,682,110 (September 30, 2025: $852,869
The total share-based payment expense related to the stock option awards in the three months ended September 30, 2026, is $1,290,859 (September 30, 2025: $852,869
23.2. Share-based payments - RSUs
On July 1, 2024, Lifezone Metals granted 2,600,000 RSU awards under the Plan, each representing the right for participants to receive 1 share in Lifezone Metals. On July 1, 2024, 933,333 RSUs vested, with the remaining 1,666,667 vesting under market price performance conditions of $14.50 per share and $16.00 per share based on the daily VWAP of the shares for any 20 Trading Days. The vesting period is five years commencing on July 1, 2024.
On December 1, 2025, Lifezone Metals canceled 1,500,000 RSUs from the total of 1,666,667 RSUs that were originally granted on July 1, 2024 and remained unvested. As a substitute for the canceled RSUs Lifezone Metals granted 1,500,000 new RSUs that are not subject to any performance conditions and vest equally in three installments on April 7, 2026, September 7, 2026 and April 7, 2027 subject to an exercise price of $0.0001 per unit.
Cancellation of an award accompanied by the concurrent grant of a replacement award is accounted for as a modification of the terms of the canceled award. The incremental value is measured as the excess of the fair value of the replacement awards over the fair value of the canceled awards at the cancellation date of December 1, 2025. Lifezone considered Monte Carlo simulation method as the most appropriate model for determining the fair value for its canceled RSUs. The option-pricing model requires Lifezone to make several assumptions, including share price, expected volatility, expected term, risk-free interest rate, and expected dividends.
The total incremental share-based compensation of this replacement is $2,970,000 , of which $2,178,061 is expensed as share-based payments in the nine months ended September 30, 2026 (nine months ended September 30, 2025: $nil ). The canceled RSUs with market performance conditions were independently valued using the Monte Carlo simulation with key assumptions of risk-free rate of 3.60 %, dividend yields of 0.00 %, expected volatility of 70 % and expected lives of 3.6 years. The fair value of replacement RSUs is based on the market value of the underlying shares at the date of grant.
The total share-based payment expense related to the RSU awards in the three months ended September 30, 2026, is $425,543 (three months ended September 30, 2025: $nil ) and in the nine months ended September 30, 2026 is $2,178,061 (nine months ended September 30, 2025: $nil ).
44
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the three and nine months ended September 30, 2026 and September 30, 2025
| Restricted stock units | Weighted Average Grant Date Fair Value ($) | ||||||||||
| Balance as at January 1, 2025 | |||||||||||
| Granted | |||||||||||
| Canceled | ( | ||||||||||
| Outstanding as at December 31, 2025 | |||||||||||
| Granted | |||||||||||
Vested and exercised1 | ( | ||||||||||
| Outstanding as at September 30, 2026 | |||||||||||
1A further 84,332 RSUs have vested but have not yet been exercised.
23.3. Share-based payments - Earnouts
Between July 6, 2023, and July 6, 2028, eligible shareholders are entitled to receive up to 26,797,052 additional ordinary shares of Lifezone Metals ("Earnout shares") in the aggregate in two equal tranches if the daily VWAP of Lifezone Metals shares for any 20 trading days is greater than or equal to $14.00 ("Tranche 1") or $16.00 ("Tranche 2"). The Earnout shares were granted on July 6, 2023, and their fair value was independently determined using a Monte Carlo simulation model.
| Share Price Earnout Tranches | Tranche 1 | Tranche 2 | Total units | |||||||||||||||||
| Grant date | July 6, 2023 | July 6, 2023 | ||||||||||||||||||
| Expiration date | July 6, 2028 | July 6, 2028 | ||||||||||||||||||
| Share price hurdle | $ | $ | ||||||||||||||||||
| Fair value per unit at date of grant | $ | $ | ||||||||||||||||||
| Number of units - Sponsor shareholders | ||||||||||||||||||||
| Number of units - other shareholders | ||||||||||||||||||||
| Total number of units | ||||||||||||||||||||
24. Loss per share
Basic loss per share is calculated by dividing the loss for the period attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the period.
Diluted loss per share is calculated by dividing the loss attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the period, plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.
45
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the three and nine months ended September 30, 2026 and September 30, 2025
The following table sets forth the reconciliation of the numerator and denominator used in the computation of basic and diluted loss per ordinary share for the three and nine months ended September 30, 2026, and September 30, 2025.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net loss used for basic loss per share | ( | ( | ( | ( | |||||||||||||||||||
| Less: Dilutive impact related to convertible debentures | |||||||||||||||||||||||
| Net loss used for diluted loss per share | ( | ( | ( | ( | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Basic weighted-average outstanding ordinary shares | |||||||||||||||||||||||
Convertible debentures1,2 | |||||||||||||||||||||||
| Diluted weighted-average outstanding ordinary shares | |||||||||||||||||||||||
| Loss per share | |||||||||||||||||||||||
| Basic | ( | ( | ( | ( | |||||||||||||||||||
| Diluted | ( | ( | ( | ( | |||||||||||||||||||
1The effect of conversion of debentures into ordinary shares is anti-dilutive for the nine months ended September 30, 2026, the three months ended September 30, 2026, and the three months ended September 30, 2025, and is therefore not considered in the calculation of diluted loss per share for those periods.
The following table presents instruments that can potentially dilute basic loss per share in the future but were excluded in the calculation of diluted loss per share:
| September 30, 2026 | September 30, 2025 | ||||||||||
Convertible debentures2 | |||||||||||
Stock options3 | |||||||||||
Restricted stock units3 | |||||||||||
Earnout units3 | |||||||||||
Warrant units3 | |||||||||||
| Total | |||||||||||
2 The number of shares that may be issued against convertible debentures is determined by dividing the total of the principal outstanding and payment-in-kind accrued interest (if applicable) by the exercise price of $8.00 per share.
46
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the three and nine months ended September 30, 2026 and September 30, 2025
25. Financial risk review
This note presents information about Lifezone’s exposure to financial risks and the group’s management of capital. Lifezone’s risk management is coordinated by its directors and Lifezone does not undertake any hedging activities or buy or sell any financial derivatives. The most significant financial risks to which Lifezone is exposed are described below.
Financial risks
Financial risks affecting Lifezone comprise credit risk, foreign exchange rate risk, liquidity risk and interest rate risk. Financial instruments affected by financial risk include cash and cash equivalents, trade receivables, trade payables, accrued liabilities and convertible debentures.
a)Credit risk
Set out below is the credit risk exposure of Lifezone’s financial assets as at September 30, 2026, and December 31, 2025. The carrying amount of financial assets represents the maximum credit exposure and, at the reporting date, was:
| September 30, 2026 | December 31, 2025 | ||||||||||
| $ | $ | ||||||||||
| Cash and cash equivalents | |||||||||||
| Deposits | |||||||||||
| Trade receivables | |||||||||||
| Other receivables | |||||||||||
Total | |||||||||||
b)Liquidity risk
Liquidity risk arises from the possibility that Lifezone will not be able to meet its financial liability obligations as they fall due. Lifezone has historically been supported financially by its shareholders and minority interest partners. Lifezone expects to fund its capital requirements and ongoing operations through current cash reserves, equity, mezzanine, debt funding, or monetizing the offtake from the Kabanga Nickel Project.
The table below represents the expected timing of payments on trade payables, lease and debt liabilities, excluding provisions and warrant liability. The timing and amounts of payments under the deferred consideration to BHP are based on Lifezone's base-case assumptions in the table below. Any further delays to FID may further delay the timing of the deferred consideration to BHP.
| September 30, 2026 | December 31, 2025 | ||||||||||
| $ | $ | ||||||||||
| <= 30 days | |||||||||||
| 30 days - 1 year | |||||||||||
| 1 - 2 years | |||||||||||
| More than 2 years | |||||||||||
| Total | |||||||||||
47
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the three and nine months ended September 30, 2026 and September 30, 2025
c)Foreign currency risk
Lifezone has assets and liabilities denominated in currencies other than its functional currency, USD. Lifezone incurs expenditures in non-U.S. dollar currencies, primarily GBP, AUD and TZS. These transactions are not generally hedged. As a result, the movement of such currencies could adversely affect Lifezone’s results of operations and financial position.
The following table includes assets and liabilities which are denominated in GBP, AUD, and TZS:
| September 30, 2026 | December 31, 2025 | ||||||||||
| GBP | GBP | ||||||||||
| Cash in banks | |||||||||||
| Trade and other payables | |||||||||||
| AUD | AUD | ||||||||||
| Cash in banks | |||||||||||
| Trade and other receivables | |||||||||||
| Trade and other payables | |||||||||||
| TZS | TZS | ||||||||||
| Cash in banks | |||||||||||
Sensitivity analysis
The following table demonstrates the estimated sensitivity to a 10 % increase (decrease) in USD against the relevant foreign currencies as a result of translating Lifezone's foreign currency denominated monetary assets and liabilities.
| September 30, 2026 | December 31, 2025 | ||||||||||
| Effect on profit or loss | $ | $ | |||||||||
| Change in GBP Rate | |||||||||||
| 10% | |||||||||||
| -10% | ( | ( | |||||||||
| Change in AUD Rate | |||||||||||
| 10% | ( | ( | |||||||||
| -10% | |||||||||||
| Change in TZS Rate | |||||||||||
| 10% | ( | ( | |||||||||
| -10% | |||||||||||
In management’s opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk as the period end exposure does not reflect the exposure during the period.
48
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the three and nine months ended September 30, 2026 and September 30, 2025
d)Interest rate risk
Lifezone is exposed to interest rate risk from the interest it earns on cash and the interest it pays on the convertible debentures as described in Note 19.1. A 1% increase (decrease) in SOFR rates, with all other variables held constant, would result in a corresponding increase (decrease) in interest expense of approximately $125,000 and $131,334 for the three months ended September 30, 2026, and 2025, respectively; and $383,156 and $383,299 for the nine months ended September 30, 2026, and 2025, respectively. A 1% increase (decrease) in SOFR rates would not be material to the interest income in any period.
Capital management
For the purpose of Lifezone’s capital management, capital includes issued capital, share premium and other equity reserves attributable to the equity holders of Lifezone Metals, as the parent entity of Lifezone. The primary objective of Lifezone’s capital management is to maximize shareholder value.
26. Contingent liabilities
As detailed in Note 17, Lifezone has recognized a provision of $3.20 million as a result of a court ruling in relation to a historical withholding tax assessment in Tanzania. Lifezone has not provided for any additional interest charges as, based on ongoing discussions with the TRA and the amendment to the Framework Agreement negotiations, any material outflow is not considered probable. However, if the TRA does not agree to waive the additional interest charges, there is a possibility that KNCL could incur an additional liability of $4.68 million (TZS 12.36 billion).
Additionally, in 2021, KNCL filed an appeal before the Tax Revenue Appeals Tribunal against the TRA to challenge the TRA’s claim of withholding tax imposed on services. Similar to the case mentioned above, these services were also provided by non-resident entities during a period when KNCL was jointly owned by Barrick and Glencore. The amount of tax and interest in dispute is $186,271 (TZS 491.76 million). As of the date of approval of these financial statements, a court appeal hearing date was still pending on this case.
In May 2025, the TRA issued an audit assessment for the 2023 tax year, alleging unpaid taxes of $705,779 (TZS 1.86 billion), interest of $68,063 (TZS 179.69 million), and a penalty of $5.43 million (TZS 14.33 billion). The penalty pertains to the alleged failure or delay in disclosing contractors' information related to withholding taxes. In May 2026, the TRA issued a notice for outstanding amounts adding a further accrued interest charge of $281,580 (TZS 0.74 billion) to the previously assessed amounts. The VAT element of the assessment, amounting to $266,524 , has been settled by offset against VAT receivables (refer to Note 10). Lifezone is contesting the remainder of the assessment, including the interest and penalty, and has obtained independent tax and legal advice in support of its position. Based on this advice, management considers it probable that no further payment will be required, and accordingly no provision has been recognized for the remainder of the 2023 audit assessment.
Based on the advice received and the advanced stage of the amendment to the Framework Agreement negotiations, management considers it probable that Lifezone will not be required to pay the additional interest charges of $4.68 million (TZS 12.36 billion) in relation to the withholding tax assessment nor the $5.43 million (TZS 14.33 billion) penalty in relation to the 2023 audit assessment. As a result, no provision has been recognized in respect of these amounts. The amended Framework Agreement has not yet been signed or become effective. As such, there remains a risk that the waiver or resolution mechanism may not be finalized on the terms currently anticipated. Should the Framework Agreement not be completed or its terms differ materially from those currently agreed, Lifezone could be exposed to contingent liabilities in respect of the matters described above, excluding the amounts already provided.
49
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the three and nine months ended September 30, 2026 and September 30, 2025
27. Subsequent events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited consolidated interim financial statements were authorized for release. Based upon this review, the Company identified no subsequent event requiring disclosure.
50
Item 2. Management’s Discussion and Analysis of financial condition and results of operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with:
(i) the unaudited interim consolidated financial statements and related notes included in Item 1 of Part I of this Interim Report for the three and nine months ended September 30, 2026 (this “Interim Report”), and
(ii) the audited consolidated financial statements and related notes for the fiscal year ended December 31, 2025, included in our Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission (the "SEC”) on March 19, 2026, available at www.lifezonemetals.com or www.sec.gov.
Special note regarding forward-looking statements
Certain statements contained in this Interim Report are not historical facts but may be considered “forward-looking statements” within the meaning of the U.S. Securities Act of 1933, as amended, and the U.S. Securities Exchange Act of 1934, as amended. These forward-looking statements include, without limitation, statements regarding among other things the plans, strategies, intentions, objectives, prospects (both business and financial), expectations, and future financial and operational performance of Lifezone Metals Limited and its subsidiaries (“Lifezone”).
These statements are based on the beliefs and assumptions of management, as well as information currently available to Lifezone. Although we believe that the plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot guarantee that these expectations will be achieved or that we will realize these plans, intentions or expectations. Forward-looking statements are inherently subject to significant risks, uncertainties, and assumptions, many of which are beyond our control.
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. These statements may be preceded by, followed by, or include words such as “believes,” “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “may,” “might,” “could,” “should,” “would,” “will,” “forecast,” “predict,” “scheduled,” “continue,” “potential,” or similar expressions, although the absence of such words does not mean that a statement is not forward-looking. In addition, statements of belief and similar statements reflect the beliefs and opinions of our management on the relevant subject, and are based upon information available to such parties, as applicable, as of the date of this Interim Report, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that our management has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.
Forward-looking statements contained or incorporated into this Interim Report include, but are not limited to, statements regarding future events, the estimated or anticipated future results of Lifezone, future opportunities for Lifezone, including the efficacy of the Hydromet Technology and the development of, and processing of mineral resources at (amongst other things), the Kabanga Nickel Project, the ability to finance the Kabanga Nickel Project, negotiations regarding the Framework Agreement and other commercial arrangements, the outcome of certain legal proceedings with the Tanzania Revenue Authority, Lifezone’s ability to continue to operate as a going concern, and other statements that are not historical facts.
These statements are based on Lifezone's management's current expectations 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 Lifezone's control.
51
Management’s Discussion and Analysis of financial condition and results of operations
These statements are subject to a number of risks and uncertainties regarding Lifezone's business, and actual results may differ materially. These risks and uncertainties include, but are not limited to: general economic, political, and business conditions, including but not limited to economic and operational disruptions; the development and processing of mineral resources at the Kabanga Nickel Project, the amendment of the Framework Agreement entered into on January 19, 2021 (the “Framework Agreement”), between Kabanga Nickel Limited, a wholly-owned subsidiary of Lifezone, and the Government of Tanzania, and the agreement and finalization of the joint financial model relating to the Kabanga Nickel Project which will define the equitable sharing of economic benefits with government authorities in Tanzania; obtaining additional capital, including use of the debt market, future capital requirements, and sources and uses of cash; maintaining key strategic relationships with partners and customers; the timing and significance of contractual relationships; the outcome of any legal proceedings that may be instituted against Lifezone; risks related to the rollout of Lifezone's business, the efficacy of the Hydromet Technology, and the timing of expected business milestones; the acquisition, maintenance, and protection of intellectual property; the ability of Lifezone to achieve projections and anticipate uncertainties relating to its business, operations, and financial performance, including expectations with respect to financial and business performance, future operating results, financial projections, and business metrics; expectations regarding product and technology development and pipeline, market size, and the competitive landscape; the ability to develop, design, and sell differentiated products and services; expectations regarding future acquisitions, partnerships, or other relationships with third parties; upgrading, maintaining, and securing information technology systems; the timing and significance of contractual relationships; the effects of competition on Lifezone Metals’ business; the ability of Lifezone Metals to execute its growth strategy, the development and processing of the mineral resources at the Kabanga Nickel Project; the ability to finance the Kabanga Nickel Project, negotiations regarding the Framework Agreement and other commercial arrangements, the outcome of certain legal proceedings with the Tanzania Revenue Authority, Lifezone’s ability to continue to operate as a going concern; obtaining additional capital, including use of the debt market, future capital requirements, and sources and uses of cash; manage growth profitably and retain its key employees; the ability of Lifezone Metals to reach and maintain profitability; enhancing future operating and financial results; complying with laws and regulations applicable to Lifezone Metals’ business; maintaining the listing of its securities on the New York Stock Exchange; complying with applicable laws and regulations, including privacy regulation; anticipating the impact of, and responding to, new accounting standards; meeting future liquidity requirements and complying with restrictive covenants related to long-term indebtedness; and other risks that will be detailed from time to time in filings with the U.S. Securities and Exchange Commission (SEC); and dealing effectively with litigation, complaints, and/or adverse publicity.
Forward-looking statements are not guarantees of future performance. Actual results could differ materially from those expressed or implied by the forward-looking statements due to various risks and uncertainties.
New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can the parties assess the impact of all such risk factors on us, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Additional risks and uncertainties not presently known to us or that we currently deem immaterial could also affect our actual results and outcomes.
Forward-looking statements speak only as of the date of this Interim Report. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as required by applicable law. Accordingly, you should not place undue reliance on these forward-looking statements.
Segments
Please refer to Note 3 of Lifezone’s unaudited consolidated interim financial statements for the nine months ended September 30, 2026, for further details.
Highlights and key activities during the nine months ended September 30, 2026
Kabanga Nickel Project:
Financing workstreams:
•With the Kabanga Nickel Project being considered as a Tanzanian U.S.-linked project of national importance, during the third quarter and to date, Lifezone participated in several Tanzanian-linked international events including the C-CEOs Forum 2026 from September 28 to September 29, 2026, in Arusha, Tanzania; EU-
52
Management’s Discussion and Analysis of financial condition and results of operations
Tanzanian Business Investment Forum from September 28 to September 29, 2026, in Helsinki, Finland; and the inaugural Tanzania Investment Forum on October 8, 2026, in London, England.
•We expect the Board of Directors to make the FID decision for the Project during the first quarter of 2027, with the amendment of the Framework Agreement and the agreement on the Joint Financial Model being conditions for the successful financing of the Kabanga Nickel Project. With concerted efforts, this date could be moved forward, but FID could also happen later depending on lenders' final due diligence and the conclusion of the financing terms.
•As announced on October 23, 2026, negotiations are in an advanced stage with Orion Critical Mineral Consortium (Orion CMC) regarding a significant strategic equity investment into the Kabanga Nickel Project, with the project financing process awaiting the amendment of the Framework Agreement which includes the agreement of the Joint Financial Model setting out the sharing of the economic benefits between investors and the Government of Tanzania. The Orion CMC is an investment consortium led by Orion Resource Partners LP, a leading global investment firm specializing in metals and materials, established to invest in strategic critical minerals projects.
•On September 18, 2026, the RAP expert’s Determination Report confirmed that the RAP alignment had been achieved, and on October 7, 2026, the Company announced the $8 million reduction in the cap on consideration payable to BHP, following an independent expert review confirming that RAP alignment has been achieved, for the 12-month period from July 18, 2025 to July 18, 2026. The independent expert report verified that the Kabanga Nickel Project’s RAP had been prepared, developed and implemented in material alignment with IFC PS5 objectives, which also assessed the effectiveness of measures designed to mitigate identified impacts and risks.
•Lifezone drew $21.7 million under the Taurus Mining Finance senior secured bridge loan facility in the first half of 2026, and as of September 30, 2026, a total of $41.7 million out of $60 million was received to progress the Kabanga Nickel Project pre-FID activities, early works, and development activities, and to conclude the project financing workstream.
•A further $18.3 million of the senior secured bridge loan facility remained undrawn as of September 30, 2026, contingent on the signing of the amendment to the Framework Agreement. The facility is available for further drawdowns until November 29, 2026, following Taurus's agreement to a three-month extension.
Technical and Operational Progress:
•Procurement activities and contract readiness continued to advance, with 59 Expressions of Interest for significant packages approved by the Mining Commission, 34 packages have been released to market and 24 tenders received including the EPCM, Mining and Bulk Earthworks packages. The Mining tender closed in September and evaluation commenced.
•Final drafts of the Implementation and Power Supply Agreements are under review by TANESCO, and the EPC tenders for the 220kV overhead power line and associated substations are scheduled for release to market in the fourth quarter of 2026. The power line corridor survey identified no risks to project execution.
•The scaled-up Kabanga Nickel Project Integrated Owner's Team continued to progress project execution planning, detailed engineering and procurement. The expanded team has a strong track record of delivering greenfield mining developments in Africa and other emerging jurisdictions. The organization designs for execution and operations, the Delegation of Authority and project governance framework, and Tanzanian and expatriate recruitment processes have been prepared for review at project workshops which took place in October. The workshops also confirmed the technical basis for FID and review progress on key commercial and project setup deliverables.
•All progress for the current phase continues to be tracked through a pre-FID schedule with S-curve reporting. A draft Project Controls Plan was issued, and the team plans to implement the selected cost management platform in the fourth quarter of 2026. Monthly cost review meetings continued. Market pricing and revalidation of key packages are underway to inform a preliminary update of the control budget estimate.
53
Management’s Discussion and Analysis of financial condition and results of operations
•The Special Mining License and all material permits needed for current activities are in place. Key permits obtained across the nine months include the Chemical Registration Certificate, Landfill Permit, Kabanga ESMP Update, Sewage Treatment Plant Permit, Water Use Permits (including for new production boreholes, received in September) and the EIA for the construction of the 220kV transmission line (received by TANESCO). The ESIA to international standards for the 220kV OHL remains on track for completion in the fourth quarter of 2026.
•Engineering and design advanced during the quarter, including North Boxcut and Waste Rock Dump designs issued for construction, and completion of Tembo Boxcut highwall and lateral support designs. Design development continued for the construction camps, the 220kV OHL and the resettlement site infrastructure. Engineering continues using the available data. At the TSF, 12 of 15 CPTu boreholes have been drilled and the MASW survey has been completed.
•Interim site water balance results were received. The integrated water balance and site layout were finalized at the October workshop. Alternative water sources are being progressed for concentrator start-up and the TSF initial fill.
•Camp upgrades progressed to support the workforce ramp-up:
•The Mpingo camp is being upgraded to 350-person capacity, with a new water treatment plant installed and a sewage system under construction.
•Twenty prefabricated units were installed at Pascal Pad.
•Procurement and permitting of a waste treatment plant are in progress.
•Consideration of potential in-country downstream beneficiation pathways of Kabanga flotation concentrate continued, following the completion of the product marketing study.
Occupational Health and Safety, Environment, Social Performance, and Resettlement Progress:
•Zero material health, safety, environmental, or security incidents were reported, with a milestone of over 3 million hours worked without a lost time injury at the Kabanga Nickel Project.
•The project commenced with plans to recruit critical roles required ahead of FID, with 188 employees and contractors directly engaged by the Kabanga Nickel Project as of the end of September 2026.
•The Ebola outbreak in DRC and Uganda, declared a public health emergency of international concern (PHEIC) by WHO on May 17, 2026, is the largest Ebola outbreak on record in the DRC, and the second largest globally, and poses a high cross-border risk. Uganda's outbreak was declared over in August 2026, while Kenya has confirmed cases in October 2026. There are no reported Ebola cases in Tanzania, and our operations in Tanzania have not been affected. The Company has a Trigger Action Response Plan and Outbreak Control Team in place.
•Resettlement Action Plan: 100% of the cash compensation payments were made by Lifezone by the end of 2025; 97% of project affected households have signed their cash compensation agreements and received the monies, while the remainder was deposited into an escrow account for the benefit of the remaining project-affected households.
•Community stakeholder engagements continued, including the 34th resettlement working group and feedback meetings, community sessions, community mobile unit meetings and outreach. Two model houses previously converted into Community Liaison Offices continued to be utilized for expanded accessibility of stakeholders to the project team and a project-wide community awareness program commenced providing awareness on relevant topics.
•Key studies concluded over the quarter included the Livelihood Restoration Plan co-design and the Project Induced In-Migration study, with the Socio-Economic Baseline Assessment and Critical Health Impact Assessment nearing completion.
54
Management’s Discussion and Analysis of financial condition and results of operations
•The Memorandum of Understanding for the implementation of 2025/2026 Corporate Social Responsibility plan with the Ngara District Council was signed and activities have since progressed. In July we partnered with the Ngara District Medical Office to deliver a Menstrual Hygiene Campaign across four secondary schools: Chief Nsoro, Muganza, Mumurama and Bukiriro. The sessions covered menstrual health, hygiene practices and the correct use and care of reusable sanitary pads. Every participating student, 526 in total, received a reusable sanitary pad kit and underwear to support continued school attendance.
•Continued environmental and social commitments in alignment with national and international standards, including weekly, monthly and quarterly monitoring; completion of additional biodiversity studies and the associated development of the BAP, receiving NEMC approval for the Kabanga ESMP update and continuing with upgrade of the 220kV overhead line ESIA to international standards.
•In the quarter, we met with the Acting District Commissioner, District Executive Director and TARURA on El Niño preparedness, social investment partnerships and community road requirements; and developed an El Niño action plan.
Musongati Nickel Project:
•Since March 10, 2026, when Lifezone Metals entered into a 14-month exclusivity agreement with the Government of Burundi regarding the Musongati Nickel Project, several senior meetings were held between Lifezone Metals’ geologists and key personnel from the ‘Office Burundais des Mines et Carrières’ ("OBM") and the Government of Burundi.
•Lifezone reviewed Musongati drilling data, maps, and earlier studies in the OBM Technical Library, and inspected both the OBM core storage facility containing Musongati drill core and the sample preparation facilities and analytical laboratory.
•Desktop studies were followed by two site visits to Bujumbura and one visit to the Musongati Project Area together with senior OBM officials, geologists, and other technical personnel, including the inspection of geology offices, the core shed, other site and camp facilities, and local infrastructure.
•Engagements with former project owners and consultants to support the re-establishment of the previous mineral resource last estimated in 2011, in preparation and support of a proposed laterite drilling program and ultimate update of the Musongati Project mineral resource also took place.
•Continued assessment of proposed, preliminary laterite infill drilling program for the Buhinda and Rubara deposits, and the associated implementation approach, including site establishment, mobilization and demobilization of drill rigs, cost estimate and schedule.
•Lifezone joined a U.S.–Burundi delegation of critical minerals companies in August. During the visit, the delegation held meetings in Bujumbura with the Minister of Mining, Energy, Industry, Commerce and Tourism, the Governor of the Central Bank, and H.E. the President of Burundi. Discussions focused on Burundi’s broader critical minerals potential and the role of responsible U.S. investment in supporting the country’s long-term economic development.
•Stakeholder engagement with potential partners and supporting entities continued, including KoBold Metals, who have committed to a three-year exploration and digitization partnership with the Burundian government, a partnership signed alongside LZM’s Musongati exclusivity agreement. This would include digitization of historical Musongati geological records located in Bujumbura, Burundi, which are currently only available in hard copy. During the visit in August, the digitization of historical geological records for Musongati from the OBM library commenced. This work will support the development of a comprehensive geological database for the area.
•The establishment of a local Burundian entity is underway, which will provide a strong platform for engagement with government and local stakeholders, facilitate in-country operations and regulatory compliance, and support the development of local partnerships.
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Management’s Discussion and Analysis of financial condition and results of operations
PGM Recycling Project:
•The first half of 2026 saw the culmination of the PGM Recycling Project batch locked-cycle and pilot test campaign, involving one ton of U.S.-sourced Autocat material, with Lifezone demonstrating the recovery of >99% platinum and palladium, and targeting a >95% recovery of rhodium. Following completion of the pilot test program, an interim study report was completed.
•An internal project review was undertaken late during the first half, resulting in several substantive positive techno-economic opportunities. These are now being incorporated into the plant design and updates to the feasibility study, which is targeting completion in the first quarter of 2027.
•U.S. site selection work continues, with several potential brownfield locations having been identified for the commercial facility and a preferred site now under negotiation. During the third quarter the enhanced value-adding test campaign was scoped and approved by the partners and a representative feed sample was procured. That campaign runs to the first quarter of 2027 in parallel with ongoing commercial plant design and execution work streams, with project FID now anticipated in the same quarter.
•Lifezone made two non-duplicate U.S. Department of Energy funding applications totaling $41.5 million in the first quarter of 2026, each with a private cost share of 20%. Awards under the second of these programs were announced in August 2026 and Lifezone did not receive an award. The remaining request, for $25.6 million, remains under review.
Simulus Laboratories:
•Continued with pilot testwork and progressed the engineering study for Lifezone Metals’ PGM Recycling Project, successfully producing high-purity platinum, palladium, and rhodium intermediates from spent Autocat material.
•Simulus generated $1.93 million in revenue in the nine months ended September 30, 2026, compared with $0.48 million in the comparable period last year.
•By quarter end, Simulus was awarded services under 30 different contracts and by 15 different clients, across both engineering and laboratory service offerings. These contracts spanned a range of commodities including: antimony, cobalt, copper, gold, nickel, PGMs, rare earths, scandium, and titanium.
•The main new areas of activity over the period were in rare earth elements, critical minerals such as antimony, titanium, and PGMs with ongoing interest in copper and gold consulting (due diligence and independent technical reviews), driven by strong demand from mergers and acquisitions and stock exchange listing activities within the industry. Simulus also undertook minor batch test work programs and/or sample analysis across a range of other commodities.
•Business development was a significant focus with numerous testwork (batch and pilot) and feasibility study proposals being issued. Proposals in the pipeline covered alumina, antimony, cobalt, copper, gold, manganese, nickel, radium, rare earths and thorium projects.
•Occupational health and safety enhancements continued as a primary focus across the nine months ended September 30, 2026.
•Simulus has obtained a U6 – Laboratories and testing (mining) permit to possess nuclear material, pursuant to section 13 of the Nuclear Non-Proliferation (Safeguards) Act 1987 (“the Act”), issued by the Director General ASNO. This enables Simulus to perform metallurgical testwork on radioactive materials such as uranium and thorium used in the nuclear energy industry whilst complying with relevant obligations.
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Management’s Discussion and Analysis of financial condition and results of operations
Business overview and relevant background
At Lifezone, we are at the forefront of innovation, championing cleaner and more sustainable metals production to meet global needs. Our primary asset is the Kabanga Nickel Project, which is located in north-west Tanzania. Based on the 2024 Mineral Resource and 2025 Mineral Reserve Estimates detailed in the Feasibility Study, we believe Kabanga comprises one of the world’s largest and highest-grade undeveloped nickel sulfide deposits. Our second asset is a U.S.-based PGM recycling project with Glencore, which would utilize our Hydromet Technology to recycle the PGM recovered from spent automotive catalytic converters. We seek to support the clean energy transition by licensing our Hydromet Technology and process knowledge as an alternative to traditional smelting and metals refining. We believe that our mineral resources, Hydromet Technology, and expertise position us for long-term growth as customers continually look for cleaner sources of metals for delivery into the global markets.
During the nine months ended September 30, 2026, our business activities were primarily focused on advancing our two key strategic initiatives: (i) the Kabanga Nickel Project in Tanzania and (ii) the PGM recycling project in partnership with Glencore.
Kabanga Nickel Project
The Kabanga Nickel Project in Tanzania is considered to be one of the world's largest and highest-grade development-ready nickel sulfide deposits.
On July 18, 2025, Lifezone Limited entered into a definitive agreement with BHP to acquire BHP’s 17% equity interest in KNL. As a result of the transaction, Lifezone Limited now owns 100% of KNL and all existing agreements with BHP, including the T2 Option Agreement, are terminated. Lifezone has assumed full control of 100% of the offtake from the Kabanga Nickel Project. As consideration, a fixed cash payment of $10 million is payable by Lifezone Limited within 30 days after the earlier of: (i) 12 months after the FID at the Kabanga Nickel Project; or (ii) once Lifezone has raised $250 million in aggregate funding (whether through equity, debt or alternative sources). A second deferred cash payment is payable within 30 days after the period of 12 months following the achievement of first commercial production. This amount is indexed to the share price performance of Lifezone Metals, with a reference share price of $4.16 per share and a reference amount of $28 million. Furthermore, the maximum amount of total consideration payable by Lifezone to BHP is limited to $83 million, and automatically reduced by $8 million to $75 million if RAP alignment is achieved within the RAP Period.
On September 18, 2026, the RAP expert’s Determination Report confirmed that the RAP alignment had been achieved, and on October 7, 2026, the Company announced the $8 million reduction in the cap on consideration payable to BHP, following an independent expert review confirming that RAP alignment has been achieved, for the 12-month period from July 18, 2025 to July 18, 2026. Lifezone Limited obtained independent verification that the Kabanga Nickel Project’s RAP had been prepared, developed and implemented in material alignment with IFC PS5 objectives, which also assessed the effectiveness of measures designed to mitigate identified impacts and risks. The Determination Report was developed by a pre-agreed RAP expert.
On June 2, 2025, Lifezone published an Initial Assessment and announced a new staging plan to enhance capital efficiency and optimize economics of the Kabanga Nickel Project.
The Feasibility Study for the Kabanga Nickel Project was released on July 18, 2025, and marks a major milestone in advancing the Project. The Feasibility Study builds on the foundation established by the Initial Assessment and focuses only on the initial development phase of the Kabanga Nickel Project, which includes a 3.4 million tons per annum mechanized underground mine, concentrator, tailings storage facility and supporting infrastructure.
Further details of the Feasibility Study and the Initial Assessment can be found at www.lifezonemetals.com.
On August 8, 2025, KNL signed a $60 million senior secured bridge loan facility agreement with Taurus Mining Finance to provide essential funding to maintain project momentum during the execution readiness phase, bridging the period between Feasibility Study completion and FID. The loan bears interest at a rate of 9.25% per annum on drawn amounts, and is secured by a security interest in the shares that Lifezone Limited holds in KNL and security interests in other assets relating to the Kabanga Nickel Project. The loan is also guaranteed by Lifezone Metals and certain subsidiaries. As part of the transaction, Lifezone Metals issued 2.5 million warrants to Taurus Mining Finance, exercisable at an exercise price of $5.42 per share. The warrants will expire five years from the date of issuance. The facility has a scheduled maturity date of July 31, 2027, with an option available to KNL to extend the term by an additional six months.
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Management’s Discussion and Analysis of financial condition and results of operations
On August 29, 2025, KNL received the first tranche of $20 million under the senior secured bridge loan facility from Taurus Mining Finance Fund No. 2 L.P. A further $5 million was drawn under the senior secured bridge loan facility on March 16, 2026 and a further $16.7 million received on April 29, 2026. As of September 30, 2026, $41.7 million was drawn under the senior secured bridge loan facility.
As part of the effort to secure the necessary capital to develop the Kabanga Nickel Project and achieve FID, Lifezone Metals has engaged Standard Chartered Bank to run a formal process to bring in new strategic investors into KNL and also hired Société Générale as its project finance advisor. Upon achieving FID, the execution and development of the Kabanga Nickel Project will follow as outlined in the Feasibility Study.
PGM Recycling Project in Partnership with Glencore
Through our U.S.-based recycling partnership, we are working to demonstrate that our Hydromet Technology can process and recover platinum, palladium and rhodium from responsibly sourced spent automotive catalytic converters. Our process is expected to be clean and efficient, enabling the circular economy for precious metals in the United States.
The Lifezone–Glencore partnership reached a historic technical milestone during the first half of 2026. In the second quarter of 2026, Lifezone announced the production of high-purity refined platinum, palladium and rhodium intermediates from U.S.-sourced spent auto catalysts using its proprietary Hydromet Technology, completing a 24-month pilot program at Lifezone’s Simulus laboratory comprising 1,179 locked-cycle and pilot batch tests on one metric ton of U.S.-sourced material. The program demonstrated recoveries of >99% for platinum and palladium, and >95% for rhodium. Following the completion of an interim study report in May, and an associated project review, a further program of optimization work was scoped and approved during the third quarter and is now underway, running through to the first quarter of 2027.
Site selection for the commercial plant has advanced and Lifezone has identified several potential brownfield sites for the commercialization of its proven technology, with a preferred site now under negotiation. Site reviews, which include permitting and environmental considerations, continued through the third quarter and will carry into the fourth quarter alongside the feedstock optimization work. The U.S. imports approximately 2 million ounces of PGMs annually, primarily from South Africa and Russia, creating strategic supply vulnerabilities that Lifezone’s domestic recycling solution is designed to address.
In addition to the original $3 million funded equally in 2024 by Glencore and Lifezone, Lifezone injected a further $2 million in equity into Lifezone Recycling US, LLC in 2025, geared towards completion of the pilot program and the feasibility study. Glencore continues to support the project, having invested $1.5 million for a 6% equity stake, since adjusted to 5.44%, and retaining the option to fund 50% of total project capital. Glencore approved the further optimization test program scoped during the quarter.
For further information, refer to Note 1 – Corporate and Group Information of the unaudited interim consolidated financial statements.
Musongati Nickel Project, Burundi
Musongati is believed to be Burundi's most significant nickel deposit, located within the East African Nickel Belt, about 200 km southwest from Lifezone's flagship Kabanga Nickel Project.
Musongati is a large-tonnage, open-pittable nickel laterite resource with untested sulfide mineralization potential. A 2011 study defined more than 140 million tons with an estimated nickel grade of 1.31%1 and potential by-products including copper, cobalt, platinum-group metals, and scandium.
1 The historical Mineral Resource estimate, which used a 0.8% Ni cutoff, was done in 2011 and is referenced in a Technical Report undertaken by BMM, who were the previous license holder of the Musongati Project. The historical Mineral Resource estimate was done in accordance with JORC (2004) guidelines, but does not comply with S-K 1300 standards and has never been updated. A Qualified Person has not completed the work necessary to classify the estimate as a current resource or mineral reserve. Additional work will be required to update the Mineral Resource estimate going forward to comply with S-K 1300 guidelines.
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Management’s Discussion and Analysis of financial condition and results of operations
On March 10, 2026, Lifezone Metals entered into an exclusivity agreement with the Government of Burundi regarding the Musongati Nickel Project. The agreement grants the Company a 14-month exclusivity period to evaluate the technical and economic potential of the Musongati deposit. The Company has engaged with potential partners and supporting entities in respect of the Musongati Nickel Project, including KoBold Metals. Representatives of KoBold Metals signed a separate Memorandum of Understanding with the Government of Burundi regarding the digitization of the country's geological data, including digitization of historical Musongati geological records located in Bujumbura, Burundi, which are currently only available in hard copy.
The Company believes Musongati's proximity to the Kabanga Nickel Project could unlock synergies to act as key enablers for its development: its proprietary Hydromet Technology offers a common processing route across both assets, raising the prospect of shared downstream beneficiation, while the energy and rail infrastructure unlocking the Kabanga Nickel Project could be extended to serve the Musongati Nickel Project. Together the two deposits consolidate globally significant resources under a single umbrella, creating a combined inventory positioned to compete on grade and cost with concentrated supply from Southeast Asia.
During the nine months ended September 30, 2026, high-level desktop review was performed to identify key project drivers, focusing on geology, mining, and processing. This was followed up by two site visits to verify historical work and inform planning for the additional exploration needed to assess the project.
The digitization of historical geological records for the Musongati Nickel Project from the OBM library commenced. This work will support the development of a comprehensive geological database for the area.
The establishment of a local entity is underway, which will provide a strong platform for engagement with government and local stakeholders, facilitate in-country operations and regulatory compliance, and support the development of local partnerships.
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Management’s Discussion and Analysis of financial condition and results of operations
Significant components of results of operations
Lifezone has generated significant losses from its operations as reflected in Lifezone’s accumulated deficit of $481.59 million as of September 30, 2026 (December 31, 2025: $468.10 million). Additionally, Lifezone has invested significant cash resources into operations and investing activities as we continue to support the development of our business, in particular the Kabanga Nickel Project. In addition to our capital expenditure for our two key projects, we expect our operating expenses to increase for mineral exploration, research and development, workforce-related, general and administrative and laboratory costs. This increase is driven by our efforts to broaden our patent portfolio, maintain ongoing research and development activities, expand the reach of our Hydromet Technology and further develop the Kabanga Nickel Project.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | |||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Revenue | 264,336 | 154,040 | 110,296 | 1,932,077 | 479,491 | 1,452,586 | ||||||||||||||||||||
| Cost of sales | (98,825) | (91,456) | (7,369) | (1,264,748) | (264,942) | (999,806) | ||||||||||||||||||||
| Gross profit | 165,511 | 62,584 | 102,927 | 667,329 | 214,549 | 452,780 | ||||||||||||||||||||
| Gain on foreign exchange | 31,645 | 332,792 | (301,147) | 642,932 | 576,239 | 66,693 | ||||||||||||||||||||
| General and administrative expenses | (5,498,907) | (4,497,829) | (1,001,078) | (16,345,971) | (12,507,259) | (3,838,712) | ||||||||||||||||||||
| Operating loss | (5,301,751) | (4,102,453) | (1,199,298) | (15,035,710) | (11,716,471) | (3,319,239) | ||||||||||||||||||||
| Interest income | 187,598 | 75,954 | 111,644 | 443,269 | 489,863 | (46,594) | ||||||||||||||||||||
| Fair value gain (loss) on embedded derivatives | 322,000 | (2,895,000) | 3,217,000 | 1,871,000 | 11,250,000 | (9,379,000) | ||||||||||||||||||||
| Fair value gain on warrants | 500,000 | - | 500,000 | 1,560,000 | - | 1,560,000 | ||||||||||||||||||||
| Fair value gain (loss) on deferred consideration | 193,887 | (3,690,000) | 3,883,887 | 5,486,804 | (3,690,000) | 9,176,804 | ||||||||||||||||||||
| Interest expense | (2,772,189) | (2,756,029) | (16,160) | (8,230,024) | (7,635,872) | (594,152) | ||||||||||||||||||||
| Loss before tax | (6,870,455) | (13,367,528) | 6,497,073 | (13,904,661) | (11,302,480) | (2,602,181) | ||||||||||||||||||||
| Income tax | 136,431 | 185,569 | (49,138) | 244,699 | 366,385 | (121,686) | ||||||||||||||||||||
| Loss for the period | (6,734,024) | (13,181,959) | 6,447,935 | (13,659,962) | (10,936,095) | (2,723,867) | ||||||||||||||||||||
| Other comprehensive (loss) income: | ||||||||||||||||||||||||||
| Exchange (loss) gain on translation of foreign operations | (19,181) | (60,134) | 40,953 | (126,780) | 261,824 | (388,604) | ||||||||||||||||||||
| Total other comprehensive (loss) income for the period | (19,181) | (60,134) | 40,953 | (126,780) | 261,824 | (388,604) | ||||||||||||||||||||
| Total comprehensive loss for the period | (6,753,205) | (13,242,093) | 6,488,888 | (13,786,742) | (10,674,271) | (3,112,471) | ||||||||||||||||||||
Comparison of Lifezone’s unaudited consolidated interim results of operations for the three and nine months ended September 30, 2026 and 2025.
The loss for the three months ended September 30, 2026 was $6,734,024, compared to $13,181,959 for the three months ended September 30, 2025, a decrease of $6,447,935. Most of the decrease came from non-cash fair value movements. In the three months ended September 30, 2026, Lifezone recognized gains on deferred consideration, embedded derivatives and warrants, whereas in the three months ended September 30, 2025 it recognized losses on deferred consideration and embedded derivatives. Together, these movements reduced the loss by $7,600,887. This was partly offset by an increase of $1,001,078 in general and administrative expenses, mainly from higher share-based payment expense, and by foreign exchange gains that were $301,147 lower.
The loss for the nine months ended September 30, 2026 was $13,659,962, compared to $10,936,095 for the nine months ended September 30, 2025, an increase of $2,723,867. This was driven by an increase in general and administrative expenses of $3,838,712, mainly from higher share-based payment expense and the impairment of patents, and an increase
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in interest expense of $594,152. These increases in expenses were partly offset by an increase in net fair value gains of $1,357,804 and an increase in gross profit of $452,780.
Lifezone capitalizes exploration and evaluation costs related to the Kabanga Nickel Project to exploration and evaluation assets. Capitalized exploration and evaluation expenditure includes a wide range of exploration, evaluation and study-related costs, including general, administrative, and financing costs that are related to the Kabanga Nickel Project.
Expenses classified as general and administrative in the unaudited consolidated statements of comprehensive loss are recognized as expenses either because they are unrelated to the Kabanga Nickel Project or because Lifezone's accounting policy does not permit their capitalization.
Revenue
Revenue for the three months ended September 30, 2026, was $264,336, compared to $154,040 for the three months ended September 30, 2025, an increase of $110,296.
Revenue for the nine months ended September 30, 2026, was $1,932,077, compared to $479,491 for the nine months ended September 30, 2025, an increase of $1,452,586.
The increase in revenue for the three and nine months ended September 30, 2026 was primarily due to Simulus increasing its engagement with third-party customers, replacing internal revenue from the Kabanga Nickel Project and the PGM recycling project. We have not generated any revenue from our Metals Extraction business and do not expect to in the foreseeable future as the Kabanga Nickel Project remains in the exploration and evaluation stage.
Cost of sales
Cost of sales for the three months ended September 30, 2026, was $98,825, compared to $91,456 for the three months ended September 30, 2025, an increase of $7,369.
Cost of sales for the nine months ended September 30, 2026, was $1,264,748, compared to $264,942 for the nine months ended September 30, 2025, an increase of $999,806.
The increase in cost of sales for the three and nine months ended September 30, 2026 was attributable to higher raw material and labor costs to support revenue growth from technical and laboratory services in Simulus during the three and nine months of 2026. Cost of sales relates only to our Simulus laboratory in Perth, Australia.
Exchange gain/loss
Foreign exchange gains for the three months ended September 30, 2026, were $31,645 compared to a gain of $332,792 in the three months ended September 30, 2025. The gain for the three months ended September 30, 2026 was mainly the result of a stronger Australian dollar relative to the US dollar. The lower gain compared with the three months ended September 30, 2025 reflects smaller movements in the Australian dollar and British pound against the US dollar during the quarter.
Foreign exchange gains for the nine months ended September 30, 2026, were $642,932 compared to a gain of $576,239 in the nine months ended September 30, 2025. The gain for the nine months ended September 30, 2026 was mainly the result of a stronger Australian dollar relative to the US dollar.
Interest income
Lifezone generates interest income through its corporate treasury operations, which involve investing surplus cash in deposits earning interest linked to SOFR. Interest income for the three months ended September 30, 2026, was $187,598, compared to $75,954 for the three months ended September 30, 2025. The interest income increased primarily as a result of a higher average cash balance during the three months ended September 30, 2026, compared to the three months ended September 30, 2025, at Lifezone Metals Limited.
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Management’s Discussion and Analysis of financial condition and results of operations
Interest income for the nine months ended September 30, 2026, was $443,269, compared to $489,863 for the nine months ended September 30, 2025. The interest income decreased primarily as a result of a lower average cash balance during the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, at Lifezone Metals Limited. Interest income earned on senior secured bridge loan facility funds held by KNL is offset against the borrowing costs capitalized to exploration and evaluation assets and is therefore not included in interest income.
Fair value gain (loss) on embedded derivatives
During the three months ended September 30, 2026, a fair value gain on embedded derivatives of $322,000 (three months ended September 30, 2025, a fair value loss of $2,895,000) represents the decrease (three months ended September 30, 2025, the increase) in the fair value of the liability associated with the embedded derivative component of the convertible debentures. The decrease in fair value is largely due to the decline in the price of Lifezone Metals' share from $3.88 as at June 30, 2026 to $3.76 as at September 30, 2026, and due to the passage of time.
During the nine months ended September 30, 2026, the fair value gain on embedded derivatives of $1,871,000 (nine months ended September 30, 2025, gain of $11,250,000) represents the decrease in the fair value of the liability associated with the embedded derivative component of the convertible debentures. The decrease in fair value is largely due to the decline in the price of Lifezone Metals' share from $4.27 as at December 31, 2025 to $3.76 as at September 30, 2026, and due to the passage of time. The decline in share price has reduced the likelihood that debenture holders will exercise their option to convert debentures into ordinary shares of Lifezone at the conversion price of $8.00 per share. In addition, the passage of time has shortened the period remaining until expiry.
Decreases in the fair value of the liability are recognized as gains, and increases as losses, in the consolidated statement of comprehensive loss.
Fair value gain on warrants
Fair value movements on warrants represent the change in the fair value of the warrants issued as part of the 2025 Offering. These warrants were issued in November 2025 with an exercise price of $4.00 and expire on November 12, 2029.
During the three months ended September 30, 2026, the fair value gain on warrants of $500,000 (three months ended September 30, 2025, nil) represents the decrease (three months ended September 30, 2025, no movement) in the fair value of the liability associated with the warrants. The decrease in fair value is largely due to the decline in the price of Lifezone Metals' share from $3.88 as at June 30, 2026 to $3.76 as at September 30, 2026, and the passage of time.
During the nine months ended September 30, 2026, the fair value gain on warrants of $1,560,000 (nine months ended September 30, 2025, nil) represents the decrease (nine months ended September 30, 2025, no movement) in the fair value of the liability associated with the warrants. The decrease in fair value of warrants was primarily attributable to the decline in the share price of Lifezone Metals from $4.27 as at December 31, 2025, to $3.76 as at September 30, 2026, and the passage of time.
Decreases in the fair value of the liability are recognized as gains, and increases as losses, in the consolidated statement of comprehensive loss.
Fair value gain (loss) on deferred consideration
For the three months ended September 30, 2026, a fair value gain of $193,887 (three months ended September 30, 2025, a fair value loss of $3,690,000) was recognized on the remeasurement of deferred consideration. This gain resulted from a reduction (three months ended September 30, 2025, an increase) in the fair value of the deferred consideration payable to BHP due to the decline in the share price of Lifezone Metals from $3.88 as at June 30, 2026 to $3.76 as at September 30, 2026 and an increase in the discount rate from 18.29% to 20.41% over the same period, caused by a widening of credit spreads during the quarter.
For the nine months ended September 30, 2026, a gain of $5,486,804 (nine months ended September 30, 2025, a loss of $3,690,000) was recognized on the remeasurement of deferred consideration. This gain resulted from a reduction in the fair value of the deferred consideration payable to BHP due to the decline in the share price of Lifezone Metals from $4.27 as at December 31, 2025 to $3.76 as at September 30, 2026 and an increase in the discount rate from 17.50% to
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Management’s Discussion and Analysis of financial condition and results of operations
20.41% over the same period, caused by wider credit spreads following the start of hostilities in the Middle East in early March and widening further during the third quarter. While the first payment of $10 million is fixed, the second payment to BHP is indexed to the share price performance of Lifezone Metals. Please refer to Note 21 of the interim consolidated financial statements for further details.
Interest expense
Interest expense increased from $2,756,029 during the three months ended September 30, 2025, to $2,772,189 during the three months ended September 30, 2026. The increase is driven by higher interest accretion on lease liabilities.
Interest expense increased from $7,635,872 during the nine months ended September 30, 2025, to $8,230,024 during the nine months ended September 30, 2026, as a result of the higher interest expense on the host debt instrument of the convertible debentures which is calculated using the effective interest rate method. Please refer to Note 19.1 of the unaudited interim consolidated financial statements for further information on the terms of the convertible debentures.
Borrowing costs on the senior secured bridge loan facility of $5,269,195 (nine months ended September 30, 2025: $304,091) were capitalized to exploration and evaluation assets and are therefore not included in interest expense.
Income tax
An income tax credit of $136,431 was recognized for the three months ended September 30, 2026 (three months ended September 30, 2025: $185,569) and $244,699 for the nine months ended September 30, 2026 (nine months ended September 30, 2025: $366,385). The credit represents deferred tax income. For the nine months ended September 30, 2026, it mainly reflects the release of the deferred tax liability of $303,749 previously recognized in Simulus, partly offset by a deferred tax charge of $59,050 in TNCL. No deferred tax asset has been recognized on unused tax losses and other deductible temporary differences associated with the Kabanga Nickel Project. Please refer to Note 14 of the unaudited interim consolidated financial statements for further details.
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Management’s Discussion and Analysis of financial condition and results of operations
General and administrative expenses
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| $ | $ | $ | % | ||||||||||||||||||||
| Staff costs | 1,483,655 | 1,168,364 | 315,291 | 27 | % | ||||||||||||||||||
| Professional fees | 238,081 | 302,982 | (64,901) | (21) | % | ||||||||||||||||||
| Legal fees | 349,494 | 313,326 | 36,168 | 12 | % | ||||||||||||||||||
| Directors’ fees | 193,549 | 122,135 | 71,414 | 58 | % | ||||||||||||||||||
| Depreciation of property and equipment | 278,264 | 287,454 | (9,190) | (3) | % | ||||||||||||||||||
| Depreciation of right-of-use assets | 81,583 | 92,516 | (10,933) | (12) | % | ||||||||||||||||||
Impairment of intangible assets | - | - | - | N/A | |||||||||||||||||||
| Withholding tax expense | 211,425 | - | 211,425 | N/A | |||||||||||||||||||
| Laboratory costs | 78,447 | 241,826 | (163,379) | (68) | % | ||||||||||||||||||
| Provision for bad debt | - | - | - | N/A | |||||||||||||||||||
| Amortization of intangible assets | - | 588 | (588) | N/A | |||||||||||||||||||
Impairment of VAT receivables | 15,400 | 334,162 | (318,762) | (95) | % | ||||||||||||||||||
| Rent & rates | 66,777 | 106,694 | (39,917) | (37) | % | ||||||||||||||||||
| Share-based expense - RSU & share options | 1,716,402 | 852,869 | 863,533 | 101 | % | ||||||||||||||||||
| Travel | 89,785 | 42,539 | 47,246 | 111 | % | ||||||||||||||||||
| Audit & accountancy fees | 226,992 | 135,926 | 91,066 | 67 | % | ||||||||||||||||||
| Insurance | 150,808 | 161,748 | (10,940) | (7) | % | ||||||||||||||||||
| Other administrative expenses | 318,245 | 334,700 | (16,455) | (5) | % | ||||||||||||||||||
| Total general and administrative expenses | 5,498,907 | 4,497,829 | 1,001,078 | ||||||||||||||||||||
Lifezone capitalizes exploration and evaluation costs related to the Kabanga Nickel Project as exploration and evaluation assets. Capitalized exploration and evaluation expenditure includes a wide range of exploration, evaluation, and study-related costs, including general, administrative, and financing costs that are related to the Kabanga Nickel Project.
General and administrative expenses included in the unaudited consolidated interim statements of comprehensive loss are costs that are expensed either because such costs do not relate to the Kabanga Nickel Project or are not eligible for capitalization under Lifezone's accounting policy.
During the three months ended September 30, 2026, $7.39 million of the gross total general and administrative expenses (compared to $3.57 million for the three months ended September 30, 2025) was capitalized to exploration and evaluation assets as part of the Kabanga Nickel Project. The increase primarily related to a higher number of consultants, an increase in headcount in the Kabanga Nickel Project and an increase in professional services, technical consulting and other costs as we prepare for FID.
Total general and administrative expenses for the three months ended September 30, 2026, were $5,498,907 compared to $4,497,829 for the three months ended September 30, 2025, an increase of $1,001,078. The primary drivers of this increase were higher share-based compensation expenses of $863,533 (refer to Note 23 of the interim financial statements for further details), higher staff costs of $315,291 and withholding tax expense of $211,425, which was not incurred in the prior period. These increases were partly offset by a lower impairment of the Tanzanian VAT receivable of $318,762, and lower laboratory costs of $163,379.
Withholding tax expense of $211,425 for the three months ended September 30, 2026 (three months ended September 30, 2025: nil) relates to withholding tax incurred in Tanzania on management recharges to TNCL by KNL.
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Management’s Discussion and Analysis of financial condition and results of operations
Staff costs amounted to $1,483,655 for the three months ended September 30, 2026, (three months ended September 30, 2025, $1,168,364) an increase of $315,291. The increase is primarily due to higher headcount, annual salary increases and higher employer national insurance paid on vesting of RSUs in the three months ended September 30, 2026.
Professional and legal fees amounted to $238,081 and $349,494, respectively, for the three months ended September 30, 2026, (three months ended September 30, 2025, $302,982 and $313,326), a decrease of $64,901 and an increase of $36,168, respectively. Combined professional and legal fees were lower in the three months ended September 30, 2026, primarily due to the absence of significant non-recurring matters, with costs reflecting routine business operations and no major special projects undertaken in the Corporate segment.
Audit and accountancy fees amounted to $226,992 for the three months ended September 30, 2026, and are higher by $91,066, compared to the three months ended September 30, 2025, primarily due to additional costs related to accounting and tax advisory incurred during the three months ended September 30, 2026.
The “Impairment of VAT receivable” reflects the full impairment of Tanzanian VAT refund claims of $15,400 and $334,162 for the three months ended September 30, 2026, and 2025, respectively. The amount for the three months ended September 30, 2026, relates to VAT on goods and services purchased in that period. It was lower than in the three months ended September 30, 2025, mainly because VAT claims arising during the quarter were offset against VAT payable of $266,524 from an assessment raised by the TRA in its audit of the 2023 tax year. Lifezone began impairing the VAT receivable after TNCL received a letter from the TRA on November 30, 2023, rejecting its application for VAT refunds related to goods and services procured for the Kabanga Nickel Project between August 1, 2021, and July 31, 2023. Because of that rejection, Lifezone continues to fully impair VAT claims on later purchases. TNCL has formally objected to the TRA’s decision. It maintains that the rejection lacks merit because the purchases were made as part of its economic activities in Tanzania, with the clear objective of developing the Kabanga Nickel Project and ultimately producing and exporting metals. Lifezone continues to monitor the matter closely and is actively engaging with the Government of Tanzania to seek a favorable resolution in line with local regulations.
Share-based payment expenses of $1,716,402 for the three months ended September 30, 2026 (three months ended September 30, 2025: $852,869) were recognized in accordance with IFRS 2 - Share-based Payment in relation to stock options granted on August 14, 2025 and May 7, 2026 and modification of the terms of the RSUs on December 1, 2025. For details refer to Note 23.
Insurance expenses decreased to $150,808 from $161,748, reflecting more favorable rates secured on the D&O insurance policy for the twelve months commencing July 1, 2026, compared to the prior year.
Other administrative expenses include costs related to advertising, marketing, communications and information technology, among other things, and did not increase materially from the prior period.
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Management’s Discussion and Analysis of financial condition and results of operations
| Nine Months Ended September 30, | Change | |||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||||||||||||||
| $ | $ | $ | % | |||||||||||||||||||||||||||||||||||
| Staff costs | 3,758,200 | 4,214,736 | (456,536) | (11) | % | |||||||||||||||||||||||||||||||||
| Professional fees | 506,400 | 678,590 | (172,190) | (25) | % | |||||||||||||||||||||||||||||||||
| Legal fees | 767,315 | 925,928 | (158,613) | (17) | % | |||||||||||||||||||||||||||||||||
| Directors’ fees | 554,179 | 463,418 | 90,761 | 20 | % | |||||||||||||||||||||||||||||||||
| Depreciation of property and equipment | 828,322 | 763,596 | 64,726 | 8 | % | |||||||||||||||||||||||||||||||||
| Depreciation of right-of-use assets | 243,662 | 247,115 | (3,453) | (1) | % | |||||||||||||||||||||||||||||||||
Impairment of intangible assets | 696,180 | - | 696,180 | N/A | ||||||||||||||||||||||||||||||||||
| Withholding tax expense | 386,534 | - | 386,534 | N/A | ||||||||||||||||||||||||||||||||||
| Laboratory costs | 453,119 | 496,841 | (43,722) | (9) | % | |||||||||||||||||||||||||||||||||
| Provision for bad debt | - | 400,000 | (400,000) | (100) | % | |||||||||||||||||||||||||||||||||
| Amortization of intangible assets | 53,049 | 68,507 | (15,458) | (23) | % | |||||||||||||||||||||||||||||||||
Impairment of VAT receivables | 1,015,378 | 804,425 | 210,953 | 26 | % | |||||||||||||||||||||||||||||||||
| Rent & rates | 194,430 | 322,708 | (128,278) | (40) | % | |||||||||||||||||||||||||||||||||
| Share-based expense - RSU & share options | 4,860,171 | 852,869 | 4,007,302 | 470 | % | |||||||||||||||||||||||||||||||||
| Travel | 220,694 | 152,365 | 68,329 | 45 | % | |||||||||||||||||||||||||||||||||
| Audit & accountancy fees | 548,638 | 553,698 | (5,060) | (1) | % | |||||||||||||||||||||||||||||||||
| Insurance | 463,856 | 752,031 | (288,175) | (38) | % | |||||||||||||||||||||||||||||||||
| Other administrative expenses | 795,844 | 810,432 | (14,588) | (2) | % | |||||||||||||||||||||||||||||||||
| Total general and administrative expenses | 16,345,971 | 12,507,259 | 3,838,712 | |||||||||||||||||||||||||||||||||||
Lifezone capitalizes exploration and evaluation costs related to the Kabanga Nickel Project as exploration and evaluation assets. Capitalized exploration and evaluation expenditure includes a wide range of exploration, evaluation, and study-related costs, including general, administrative, and financing costs that are related to the Kabanga Nickel Project.
General and administrative expenses included in the unaudited consolidated interim statements of comprehensive loss are costs that are expensed either because such costs do not relate to the Kabanga Nickel Project or are not eligible for capitalization under Lifezone's accounting policy.
During the nine months ended September 30, 2026, $21.14 million of the gross total general and administrative expenses (compared to $12.32 million for the nine months ended September 30, 2025) was capitalized to exploration and evaluation assets as part of the Kabanga Nickel Project. The increase primarily related to higher number of consultants, an increase in professional services and other costs, and an increase in headcount at the Kabanga Nickel Project as we prepare for FID.
Total general and administrative expenses for the nine months ended September 30, 2026, were $16,345,971 compared to $12,507,259 for the nine months ended September 30, 2025, an increase of $3,838,712. The increase was mainly due to three non-cash items: a) share-based compensation expense increased by $4,007,302 to $4,860,171 (refer to Note 23 of the interim financial statements for further details), b) the patents were impaired by $696,180 in the three months ended June 30, 2026 (refer to Note 12 of the interim consolidated financial statements for further details), and c) the impairment of the Tanzanian VAT receivable increased by $210,953 (refer to Note 10 of the interim consolidated financial statements for further details). Withholding tax expense of $386,534 also added to the increase. These increases were partly offset by lower staff costs of $456,536, lower insurance cost of $288,175, professional fees of $172,190, legal fees of $158,613 and rent and rates of $128,278. In addition, no bad debt provision was recorded in 2026, compared with a one-off provision of $400,000 in the nine months ended September 30, 2025.
Staff costs amounted to $3,758,200 for the nine months ended September 30, 2026, (nine months ended September 30, 2025, $4,214,736) a decrease of $456,536. The decrease is primarily due to redundancy payments made in 2025 that were not repeated in the nine months ended September 30, 2026.
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Management’s Discussion and Analysis of financial condition and results of operations
Professional and legal fees amounted to $506,400 and $767,315, respectively, for the nine months ended September 30, 2026, (nine months ended September 30, 2025, $678,590 and $925,928), a decrease of $172,190 and $158,613, respectively. Professional and legal fees were lower in the nine months ended September 30, 2026, primarily due to the absence of significant non-recurring matters, with costs reflecting routine business operations and no major special projects undertaken in the Corporate segment.
Audit and accountancy fees amounted to $548,638 for the nine months ended September 30, 2026, and are lower by $5,060, compared to the nine months ended September 30, 2025.
The “Impairment of VAT receivable” reflects the full impairment of Tanzanian VAT refund claims of $1,015,378 and $804,425 for the nine months ended September 30, 2026, and 2025, respectively. The amount provided in the nine months ended September 30, 2026, relates to goods and services purchased in that period and is higher than the nine months ended September 30, 2025, primarily due to an increase in pre-FID and construction readiness activities, in particular, geotechnical investigations at the Kabanga site. Lifezone began impairing the VAT receivable after TNCL received a letter from the TRA on November 30, 2023, rejecting its application for VAT refunds related to goods and services procured for the Kabanga Nickel Project between August 1, 2021, and July 31, 2023. Because of that rejection, Lifezone continues to fully impair VAT claims in Tanzania. TNCL has formally objected to the TRA’s decision, maintaining that the rejection lacks merit since the purchases were made as part of its economic activities in Tanzania, with the clear objective of developing the Kabanga Nickel Project and ultimately producing and exporting metals. Lifezone continues to closely monitor the situation and is actively engaging with the Government of Tanzania to seek a favorable resolution in accordance with local regulations.
Share-based payment expenses of $4,860,171 for the nine months ended September 30, 2026 (nine months ended September 30, 2025: $852,869) were recognized in accordance with IFRS 2 - Share-based Payment in relation to stock options granted on August 14, 2025 and May 7, 2026 and modification of the terms of the RSUs on December 1, 2025. For details refer to Note 23.
Insurance expenses decreased to $463,856 from $752,031, reflecting more favorable rates secured on the D&O insurance policies commencing on July 1, 2025 and July 1, 2026.
Other administrative expenses include costs related to advertising, marketing, communications and information technology, among other things, and did not increase materially from the prior period.
Staff headcount
Staff headcount increased by 7, to 100 as of September 30, 2026, mainly due to additional consultants in other locations. The majority of the workforce remains located in Australia and Tanzania.
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||
| Geographical Location | Number of workers | % of total | Number of workers | % of total | ||||||||||||||||||||||
| United Kingdom | 12 | 12 | % | 12 | 13 | % | ||||||||||||||||||||
| Australia | 33 | 33 | % | 37 | 40 | % | ||||||||||||||||||||
| Tanzania | 40 | 40 | % | 37 | 40 | % | ||||||||||||||||||||
| Other | 15 | 15 | % | 7 | 8 | % | ||||||||||||||||||||
| Total | 100 | 93 | ||||||||||||||||||||||||
Retention Incentive Program
On September 24, 2026, Lifezone implemented a retention incentive program for certain employees and permanent contractors, including members of key management personnel, to support continuity of the team through the Kabanga Nickel Project's key financing and development milestones. Awards under the program have an aggregate value of approximately $5.7 million and are cash-settled, payable in two equal tranches. The first tranche is payable on the earlier of (i) a Final Investment Decision on the Kabanga Nickel Project, including the raising of aggregate funding of at least $250 million, and (ii) a sale of the Kabanga Nickel Project (the "Milestone"). The second tranche is payable on the first
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Management’s Discussion and Analysis of financial condition and results of operations
anniversary of the Milestone. Payment of each tranche is conditional on the recipient remaining employed by, or engaged to provide services to, the Company on the relevant payment date.
The cost of the program will be recognized over the service period to each payment date. No amount was recognized in the three and nine months ended September 30, 2026, as the amount attributable to the period from the grant date to September 30, 2026 was immaterial. Because payment depends on achieving the Milestone, Lifezone does not expect the program to require cash outlay before funding for the project is secured or the project is sold.
Liquidity, capital resources and capital requirements
We have incurred recurring net losses (excluding unrealized gains on changes in fair value of embedded derivatives, warrants and deferred consideration) and experienced negative cash flows from operating and investing activities. We expect to continue operating at a loss for the foreseeable future. As at September 30, 2026, and December 31, 2025, we had cash and cash equivalents of $22.2 million and $20.1 million, respectively.
During the nine months ended September 30, 2026, KNL drew $21.7 million under a second utilization of the senior secured bridge loan facility: $5.0 million on March 16, 2026 and $16.7 million on April 29, 2026. A further $18.3 million of the facility remained undrawn as of September 30, 2026, contingent on the signing of the amendment to the Framework Agreement. The facility is available for further drawdowns until November 29, 2026, following Taurus's agreement to a three-month extension, and supports the advancement of the Kabanga Nickel Project by funding the development of pre-FID, critical early-stage work, and project financing activities. The facility has a scheduled maturity date of July 31, 2027, with an option available to Kabanga Nickel Limited to extend the term by an additional six months.
On April 23, 2026, Lifezone Metals closed a registered direct offering (the "2026 Offering") of 5,700,000 ordinary shares, with no warrants. The ordinary shares were sold at a purchase price of $4.40 per share. The net proceeds from the 2026 Offering were $23.3 million (after placement agent fees, commissions, and estimated offering expenses payable by Lifezone). 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 other general corporate and working capital purposes, including financing costs. The 2026 Offering was 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.
Currently, we generate revenue through our laboratory and engineering services provided by Simulus, which forms part of our IP segment. However, we have not generated any revenue from our Metals Extraction activities and do not anticipate doing so in the near future. Revenue and cash flows from our IP business are not expected to be sufficient to fund the development of our two primary projects.
To date, we have primarily financed our operations through the issuance of equity, convertible securities and the senior secured bridge loan facility. We have no history of monetizing metal streams or royalties, and all of our mining and prospecting licenses are currently unencumbered by commercial streaming or royalty agreements.
As of September 30, 2026, we do not have any material non-cancellable capital expenditure commitments that could not be terminated without significant penalty.
Based on Lifezone’s current and anticipated liquidity and funding requirements, and notwithstanding the funds received from the 2026 Offering, Lifezone will need to raise additional capital by February 2027 to fund its corporate expenditure, operations and project developments, in particular for the Kabanga Nickel Project, and to maintain the minimum cash balance covenant required under the senior secured bridge loan facility. In this assessment, we consider completing all of our forecast pre-FID activities, which will consume all of the available funds from the senior secured bridge loan facility earmarked for the Kabanga Nickel Project. In addition, further capital will need to be raised, or an agreement reached to refinance the senior secured bridge loan, which has a scheduled maturity date of July 31, 2027, with an option available to Kabanga Nickel Limited to extend the term by an additional six months. We expect the Board of Directors to make the FID decision for the Project during the first quarter of 2027, which will materially increase our investment cash flows and require raising equity, including a farm-down at the Kabanga Nickel Project level, and debt through a multi-sourced project financing solution. With concerted efforts, this date could be moved forward, but FID
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Management’s Discussion and Analysis of financial condition and results of operations
could happen later, depending on lenders' final due diligence and the conclusion of the negotiations of the financing terms. In the event Lifezone issues additional equity in the future, shareholders could face significant dilution in their holdings.
Lifezone’s future operating losses and capital requirements may vary materially from those currently planned and will depend on many factors including Lifezone’s growth rate, the execution of various growth projects, and the demand for the Hydromet Technology, and capital costs in relation to the development of the Kabanga Nickel Project, and the demand and prices for the minerals we envision extracting in our Metals Extraction business and as well as for Lifezone’s working capital requirements.
If required to maintain liquidity, management could consider reducing operating costs, pausing capital expenditures, restructuring interest-bearing debt, or maximizing external revenues from the Simulus hydromet laboratory based in Perth, Australia. Additionally, Lifezone may receive the proceeds from any exercise of any Warrants in cash. Each Lifezone warrant represents the right to purchase one ordinary Lifezone share at a price ranging from $4.00 to $11.50 per share in cash. Please refer to Note 22 of the unaudited interim consolidated financial statements for further details on the number of warrants outstanding, exercise prices, and expiry dates of the warrants.
In the event that Lifezone is unable to secure sufficient funding, it may not be able to fully develop its projects, and this may have a consequential impact on the carrying value of the related exploration and evaluation assets, and the investment in its subsidiaries, as well as the going concern status of Lifezone. Given the nature of Lifezone’s current activities, it will remain dependent on equity, mezzanine, alternative or debt funding, or monetizing the offtake from the Kabanga Nickel Project until such time as Lifezone becomes self-financing from the commercial production of metals and minerals and royalties received from intellectual property rights linked to its Hydromet Technology.
These conditions give rise to a substantial doubt about our ability to continue as a going concern, as there can be no assurance that Lifezone will be able to raise the required financing through a combination of equity offerings, debt financings, strategic alliances, alternative financings, and off-take agreements and/or licensing arrangements in the future.
Notwithstanding this substantial doubt, the directors of Lifezone consider it appropriate to prepare the financial statements on a going concern basis as they believe that Lifezone will be able to raise further funding as set out above prior to any breach of covenants. The financial statements do not include the adjustments to the amounts and classification of assets and liabilities that may be necessary if Lifezone were unable to continue as a going concern.
Please refer to cash flow from financing activities below for further information on past funding activities.
Project development and funding
To support the Kabanga Nickel Project development, Lifezone is pursuing a diversified funding strategy comprising a mix of equity, strategic partnerships, and project-level debt. Lifezone is holding ongoing discussions with development finance institutions, commercial lenders, and potential strategic investors. The attractive economics of the Kabanga Nickel Project, its low operating costs and alignment with global critical minerals' priorities position the Kabanga Nickel Project as a compelling candidate for sustainable financing.
Lifezone has engaged Standard Chartered Bank as a financial adviser to support the development of the Kabanga Nickel Project. As noted in the liquidity section above, a short-term development financing package was agreed on August 8, 2025, to provide sufficient capital to undertake early works and infrastructure development and to progress through to Final Investment Decision, including proceeding to financial close of the multi-source project finance package.
Lifezone is also in active discussions with several major, diversified counterparties regarding long-term strategic partnerships. Société Générale is advising Lifezone on the project financing process. This includes potential support from the U.S. Development Finance Institutions through loans and risk insurance, and several African and European Development Financing Institutions and Export Credit Agencies. The project financing process is progressing well, and meaningful interest has been received from potential lenders, including Export Credit Agencies.
These initiatives aim to deliver a capital structure aligned with Lifezone’s growth ambitions and development timeline. While BHP’s exit marks a transition, it also presents a unique opportunity to reshape the ownership and financing strategy for long-term shareholder value creation.
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Management’s Discussion and Analysis of financial condition and results of operations
The total capital requirements for the proposed PGM recycling facility in the United States will become clearer following the completion of the feasibility study. A final investment decision for the PGM recycling plant will be contingent upon a positive feasibility outcome, as well as the completion of front-end engineering design, receipt of required permits, and implementation of an appropriate financing strategy.
Should we incur indebtedness to fund the development of these projects, we would face higher fixed financial obligations. Additionally, debt financing could entail restrictive financial and operating covenants, which may limit our operational flexibility and strategic alternatives.
Cash Flows
The following table summarizes our cash flows for the periods presented:
| Nine Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| $ | $ | |||||||||||||
| Net cash used in operating activities | (7,874,401) | (9,101,396) | ||||||||||||
| Net cash used in investing activities | (24,149,325) | (13,526,386) | ||||||||||||
| Net cash provided by financing activities | 34,078,921 | 17,011,696 | ||||||||||||
| Net increase (decrease) in cash and cash equivalents | 2,055,195 | (5,616,086) | ||||||||||||
Comparison of Lifezone’s cash flows for the nine months ended September 30, 2026, and for the nine months ended September 30, 2025
a)Cash flow from operating activities
Net cash used in operating activities of Lifezone was $7.87 million for the nine months ended September 30, 2026, primarily consisting of general and administrative expenses of the corporate function, including staff costs and legal and professional fees. This is lower than the net cash used in operating activities of $9.10 million for the nine months ended September 30, 2025. The reduction is largely attributable to an increase in cash received from higher revenue in our Simulus business, inflows from changes in working capital and decreased spending on legal, professional, and administrative services in the nine months ended September 30, 2026.
b)Cash flow from investing activities
Net cash used in investing activities of Lifezone was $24.15 million for the nine months ended September 30, 2026. This was primarily driven by $24.76 million of cash used for the Kabanga Nickel Project, our only exploration and evaluation asset. Spending on the Kabanga Nickel Project was higher in the period, reflecting the transition into the execution-readiness phase following completion of the July 2025 Feasibility Study. Costs incurred during the nine months ended September 30, 2026, include those associated with advancing the multi-sourced project financing process and undertaking pre-FID activities, including early works, geotechnical investigations, owner's team scale-up, and procurement activities ahead of FID.
Net cash used in investing activities of Lifezone was $13.53 million for the nine months ended September 30, 2025. This was primarily driven by $13.99 million of cash used for the Kabanga Nickel Project, partially offset by $0.56 million of interest received from banks.
c)Cash flow from financing activities
Net cash provided by financing activities of Lifezone was $34.08 million during the nine months ended September 30, 2026, primarily consisting of $21.70 million of drawings from the senior secured bridge loan facility and gross proceeds of $25.08 million from the April 2026 registered direct offering of 5,700,000 ordinary shares at $4.40 per share, offset by $0.82 million of transaction costs on the senior secured bridge loan facility, $1.75 million of transaction costs in relation to the April 2026 registered direct offering, $9.15 million paid in interest and commitment fees on the senior secured bridge loan facility and the convertible debentures and payments for lease liabilities of $1.03 million.
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Management’s Discussion and Analysis of financial condition and results of operations
Net cash provided by financing activities was $17.01 million during the nine months ended September 30, 2025, driven by the drawings from senior secured bridge loan facility.
Capital expenditures
Lifezone’s cash outflows from capital expenditure for the nine months ended September 30, 2026, was $24.81 million compared to $14.08 million for the nine months ended September 30, 2025.
Capital expenditure primarily comprises costs related to exploration and evaluation activities, transportation, office, and computer equipment, and legal and professional fees incurred by Lifezone required to expand and maintain Lifezone Limited’s portfolio of six active IP patent families that are capitalized during the period.
Research and development, patents, and licenses
Lifezone’s proprietary Hydromet Technology, supported by a team of experienced chemical engineers and metallurgists, underpins our strategy to develop cleaner and more cost-effective alternatives to traditional smelting for nickel and PGM extraction. This technology is central to our commercialization efforts at the Kabanga Nickel Project and other downstream initiatives. As of September 30, 2026, Lifezone holds 285 patents and has 32 additional applications in progress in 93 countries relating to Lifezone’s suite of Hydromet Technology and associated processes. These are categorized into six key technology families of principal patents. As disclosed in Note 12 to the financial statements, Lifezone has impaired the carrying value of the patents as at June 30, 2026 on the grounds that, since Lifezone's listing, no revenue has been generated from them, and that, following BHP's exit from the Kabanga Nickel Project and ongoing discussions with future strategic partners during the first six months of 2026, there is no probable and near-term use case that will lead to material royalty income from the existing patents. Realizing value from the patents would require further research and development and management assumes that royalty income will in the near term more likely be generated from licensing technological process know-how.
For the nine months ended September 30, 2026, research and development primarily focused on developing Hydromet applications for lateritic nickel processing and recovery of PGMs from secondary sources. We incurred costs of $114,387 (September 30, 2025: $76,015) for our technology-related patents. We expect to continue spending on research and development efforts, flow sheet evaluations, and laboratory infrastructure over the next 12 months to support commercialization efforts.
Through our Tanzanian subsidiary, TNCL, we hold an SML covering approximately 202 square kilometers over the Kabanga nickel deposit. This license is required for large-scale mining in Tanzania and remains valid for the productive life of the deposit, subject to regulatory compliance. In addition, we hold six adjacent Prospecting Licenses and have received required environmental approvals, including the Environmental and Social Impact Assessments for the Kabanga Mine and Concentrator, and for the Resettlement Sites.
Tabular disclosure of contractual obligations
| Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | |||||||||||||
$ | $ | $ | $ | $ | |||||||||||||
Convertible debentures1 | 55,595,597 | 3,767,678 | 51,827,919 | - | - | ||||||||||||
Senior secured bridge loan facility2 | 45,295,625 | 45,295,625 | - | - | - | ||||||||||||
Deferred consideration to BHP3 | 36,100,000 | - | 10,000,000 | 26,100,000 | - | ||||||||||||
| Lease obligations | 1,974,125 | 945,490 | 1,028,635 | - | - | ||||||||||||
Purchase obligations4 | 1,745,477 | 1,745,477 | - | - | - | ||||||||||||
| Total | 140,710,824 | 51,754,270 | 62,856,554 | 26,100,000 | - | ||||||||||||
1The unsecured convertible debentures issued by Lifezone Metals are convertible into Ordinary Shares at the option of the holder at a conversion price of $8.00 per share. The amounts disclosed in the accompanying table reflect principal and cash interest payments, assuming that holders do not elect to convert their debentures into equity.
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Management’s Discussion and Analysis of financial condition and results of operations
2The payments under the senior secured bridge loan facility only consider amounts already drawn as at September 30, 2026 and assume a scheduled repayment date of July 31, 2027. Lifezone has an option to extend to January 31, 2028, subject to conditions.
3The amount and timing of payments on deferred consideration to BHP are based on Lifezone's base case estimates in the above table. For details refer to Note 21.
4Management defines “purchase obligations” as legally binding agreements to purchase goods or services that are enforceable across the business. As of September 30, 2026, Lifezone does not have any take-or-pay arrangements, long-term construction contracts, or fixed supply agreements in place. The majority of current obligations relate to technical services supporting the pre-FID phase of the Kabanga Nickel Project. Most of these contracts are cancellable with a 4-week notice period. Accordingly, the amounts disclosed under "purchase obligations" are reflective of the ability to cancel contracts on short notice and are based on historical spending patterns, not including existing trade payables and accruals.
Off-balance sheet arrangements
As of September 30, 2026, Lifezone did not have or was not involved in any off-balance sheet arrangements that have or are reasonably likely to have a material effect on our financial condition, results of operations, expenses, or liquidity and capital resources.
Related Party Transactions
Please refer to Note 20 of the unaudited interim consolidated financial statements for detailed discussion.
Management
Executive Officers and Directors
The following table lists the positions of individuals who currently serve as directors and officers of Lifezone, as at September 30, 2026.
| Name | Position | |||||||
| Keith Liddell | Chairman, Director | |||||||
| Chris Showalter | Chief Executive Officer, Director | |||||||
| Ingo Hofmaier | Chief Financial Officer | |||||||
| Gerick Mouton | Chief Operating Officer | |||||||
| Dr. Michael Adams | Chief Technology Officer | |||||||
| Spencer Davis | Chief Legal Officer | |||||||
| Robert Edwards | Lead Independent Director | |||||||
| Jennifer Houghton | Director | |||||||
| Mwanaidi Maajar | Director | |||||||
| John Dowd | Director | |||||||
| Beatriz Orrantia | Director | |||||||
| Govind Friedland | Director | |||||||
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Item 3. Quantitative and Qualitative Disclosures About Market Risks
For quantitative and qualitative disclosures about market risks affecting us, see Item 11. "Quantitative and Qualitative Disclosures about Market Risk," in our 2025 Annual Report at www.lifezonemetals.com or www.sec.gov. Our exposure to market risks has not changed materially since December 31, 2025.
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Item 4. Controls and Procedures
The certification requirements under either Section 13(a) or 15(d) of the Exchange Act apply to periodic quarterly reports on Forms 10-Q, but not current reports on Form 6-K. Lifezone Metals has designed and maintains disclosure controls and procedures to enable it to make timely disclosure in current reports, even though there is no specific certification requirement relating to this report.
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of Lifezone’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of December 31, 2025. Based on such evaluation, those officers have concluded that, as of December 31, 2025, Lifezone’s disclosure controls and procedures were ineffective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms as a result of the material weaknesses in our internal control over financial reporting. Please refer to Item 15 of our Annual Report on Form 20-F for the year ended December 31, 2025 at www.lifezonemetals.com or www.sec.gov, for more details on material weaknesses in our internal control over financial reporting.
Management commenced a number of remediation initiatives intended to address the previously identified material weaknesses, including the documentation, design and enhancement of controls relating to financial reporting, disclosure processes, journal entry review procedures, user access administration and oversight of third-party specialists. These initiatives remain in progress and management has not yet completed testing necessary to conclude on the operating effectiveness of the related controls. Management has not evaluated the effectiveness of disclosure controls and procedures as at September 30, 2026.
Other than the remediation initiatives described above, there were no changes in our internal control over financial reporting during the nine months ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1A. Risk Factors
With the following discussions, we are expanding, amending, and restating the Risk Factors from the Annual Report on Form 20-F for the year ended December 31, 2025 (the “Annual Report”), which should be read in conjunction with the section entitled “Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations - Special note regarding forward-looking statements”, the financial statements of Lifezone Metals and the Notes thereto included therein, as applicable, and in conjunction with the Annual Report.
International conflict increases geopolitical risk and creates greater uncertainty in the global economic and operating environment. The developments in the Middle East, particularly related to the U.S. military operations in Iran and the Iranian response, could result in supply chain disruptions and inflation, pose challenges for Lifezone in accessing equity and debt capital markets, and increase the costs of such financings.
The continuing tensions and periodic military exchanges involving the United States, Iran, and regional actors have contributed to volatility in global financial markets, energy markets, and supply chains. Although direct hostilities have reduced from their peak, they continue to fluctuate and expand regionally, and the risk of further escalation remains elevated, creating uncertainty across global capital markets and the energy and mining sectors.
Heightened geopolitical risk has contributed to increased investor caution, reduced risk appetite, and greater volatility in equity and debt markets. These conditions may adversely affect the Company's ability to raise equity or debt financing on acceptable terms, if at all, through higher financing costs, wider credit spreads, increased dilution, and reduced capital availability. Any deterioration in financing conditions could delay project funding, the Final Investment Decision for the Kabanga Nickel Project, or other development milestones.
The conflict has also increased uncertainty in global energy markets. While oil prices have remained volatile rather than persistently elevated, any disruption to Middle Eastern production or key shipping routes could materially increase fuel and electricity costs. Higher energy prices would increase the cost of mining, processing, transportation, and construction, as well as the costs of energy-intensive inputs such as steel, cement, and other construction materials.
Global supply chains also remain vulnerable to disruption from geopolitical instability. Shipping delays, higher freight and insurance costs, longer equipment lead times, and reduced availability of critical mining equipment and consumables could increase capital and operating costs and delay project execution. Currency volatility may further affect project costs, financing requirements, and reported financial results where expenditures or financing are denominated in multiple currencies.
Commodity prices, including nickel and copper, may experience significant volatility as geopolitical developments affect global economic growth, energy markets, and industrial demand. A prolonged period of geopolitical instability or a broader economic slowdown could reduce demand for metals produced by the Kabanga Nickel Project and adversely affect project economics.
Although the conflict has not had a material direct impact on the Kabanga Nickel Project to date, continued geopolitical uncertainty could have indirect implications for mining projects in Tanzania. Higher imported fuel and equipment costs could increase operating and capital expenditures across the mining sector. Increased shipping costs and longer delivery times through international trade routes, and shortages of key inputs may affect the procurement of plant components, equipment, and critical consumables. Inflationary pressures could also increase labor and contractor costs, while higher fuel and fertilizer prices may adversely affect agricultural production and broader economic conditions in Tanzania, potentially creating additional social and fiscal pressures.
The Company continues to monitor geopolitical developments and assess potential mitigation measures. However, there can be no assurance that prolonged or escalating regional conflict will not adversely affect project costs, financing, schedules, or overall project economics. As of the date of this report, the conflict has not resulted in any material measurable capital cost inflation or impairment indicators for the Company's assets.
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Emerging risks from the recent Ebola outbreak in the Democratic Republic of the Congo, Uganda and Kenya.
The ongoing Ebola outbreak in parts of East Africa represents an emerging regional risk that Lifezone continues to monitor closely. On May 17, 2026, the World Health Organization (“WHO”) determined that the outbreak constituted a Public Health Emergency of International Concern. Uganda's outbreak was declared over in August 2026 after 42 days without a new confirmed case. Transmission in the Democratic Republic of the Congo (“DRC”), however, has continued and spread geographically. As of October 21, 2026, the DRC has reported 9,552 confirmed cases, including 4,602 deaths and 2,550 recoveries, and Kenya has recently confirmed 9 cases and 1 death. WHO’s most recent risk assessment rates the risk as very high in the DRC and high for countries sharing land borders with the DRC. Tanzania shares a border with the DRC across Lake Tanganyika. The WHO rates the risk as low for the rest of the African region and globally.
Our operations in Tanzania have not been directly affected and no cases have been reported in Tanzania or close to our operating sites, including in districts in Burundi close or relevant to us. Nonetheless, if the situation were to deteriorate, the outbreak could adversely impact our business. This could happen through restrictions on cross-border movement, supply chain disruptions, workforce availability, contractor mobilization, and broader regional economic activity.
Local management has implemented enhanced health monitoring and a response plan, and refreshed its business continuity measures. The organization in Tanzania continues to assess guidance issued by relevant public health authorities. This includes the Tanzanian Ministry of Health, which has intensified Ebola surveillance in high-priority regions and at points of entry. Based on information available as of the date of this report, Lifezone does not expect the outbreak to have a material impact on its operations, financial position, or liquidity. However, the situation is still evolving, so the extent of any future impact remains uncertain. It will depend on the duration and geographic spread of the outbreak, as well as any related government or public health measures.
Uncertainty around supply agreements and the Framework Agreement.
We are negotiating and updating key commercial arrangements, including supply agreements—some with Tanzanian state-owned enterprises (SOEs)—and amendments to our Framework Agreement.
The negotiations in respect of amendments to our Framework Agreement include agreeing on the Joint Financial Model, to equitably share the economic benefits derived from the Kabanga Nickel Project, and updating the Framework Agreement with additional protections in respect of bankability of the Kabanga Nickel Project.
The Joint Financial Model is currently in draft form between KNL and the Government of Tanzania. Finalization of the Joint Financial Model is a condition precedent to the Project FID; therefore, any delays could impact the timing of financial close and the overall Project execution timeline. A bankable Framework Agreement is required to raise the necessary funding for the Kabanga Nickel Project. An amended Framework Agreement is also a condition to the final drawdown of the $60 million senior secured bridge loan facility agreement with Taurus Mining Finance Fund No. 2 L.P.
Lifezone continues to actively engage with the Government of Tanzania to finalize the amendment to the Framework Agreement. There can be no assurance regarding the final terms, timing, or successful completion of these negotiations. Furthermore, there can be no assurance that the amended Framework Agreement will be concluded on terms that are favorable or sufficiently bankable, or that counterparties will perform as expected over time. Any amendments to the Framework Agreement will require the consent and approval of governmental authorities and counterparties in Tanzania and may be subject to conditions or implementation requirements.
Further, the terms of supply agreements (including volumes, specifications, delivery points, pricing and indexation, payment terms, take-or-pay provisions, credit support and remedies) and the allocation of operational and regulatory responsibilities under the Framework Agreement will be important to the Kabanga Nickel Project’s commercial framework. Engagements with SOE counterparties may involve additional procedural requirements, public policy considerations and approval processes, and may be more susceptible to changes in law, policy or enforcement priorities. There can be no assurance that supply agreements and material contracts will be concluded on terms that are favorable or sufficiently bankable, or that counterparties will perform as expected over time.
As we advance the project, we are evaluating potential adjustments to product marketing strategy, development sequencing and processing configuration, which may include phased development and alternative product marketing pathways. Any such changes could alter logistics, regulatory considerations, commercial terms and expected timing relative to prior assumptions. Delays in finalizing or implementing supply agreements or the Framework Agreement, adverse or uncertain
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terms, or counterparty non-performance could reduce expected returns, necessitate changes to the scope or schedule of the Kabanga Nickel Project, or require us to seek alternative arrangements that may be less favorable or take longer to secure.
Any of these factors could have a material adverse effect on our business, financial condition, results of operations, prospects or liquidity. See also the risk factors relating to political and regulatory risks in Tanzania, permitting and environmental approvals, and FID timing and project execution.
Changes to the definition of “foreign private issuer” under the U.S. federal securities laws could cause us to lose our FPI status and become subject to increased regulatory and reporting burdens.
On June 4, 2025, the SEC published a concept release soliciting public comment on whether to amend the eligibility criteria for FPI status. The concept release described several potential approaches to narrowing FPI eligibility, including updating the existing shareholder and business contacts tests, adding a minimum non-U.S. trading volume requirement, requiring a listing on a “major foreign exchange,” requiring incorporation or headquarters in a jurisdiction that the SEC determines has a robust regulatory and oversight framework, and requiring an international cooperation arrangement between the SEC and the issuer’s home country regulator.
The public comment period closed on September 8, 2025. As of the date of this Interim Report, the SEC has not proposed or adopted any amendments to the FPI definition, and we cannot predict whether or when it will do so, what any proposed or final rules will require, or what transition period, if any, would apply.
If the SEC adopts amendments that include requirements we do not currently satisfy, we may no longer qualify as an FPI. If we lose our FPI status, we would be required to file periodic reports and registration statements on U.S. domestic issuer forms, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, which are more detailed and extensive and must be filed on shorter timelines than the forms available to FPIs. We may also become subject to the U.S. proxy rules, Regulation FD and U.S. executive compensation disclosure requirements, and may be required to prepare our financial statements in accordance with U.S. GAAP rather than IFRS. We may also lose our ability to rely on exemptions from certain corporate governance requirements of the NYSE that are available to FPIs. Compliance with these additional requirements could likely cause us to incur additional legal, accounting and other costs and would require significant management time and attention.
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