Orion Equity Talks Move Lifezone's Kabanga Nickel Toward 2027 Investment Decision

• Lifezone Metals held $22.2 million in cash as of September 30, 2026, up from $20.1 million as of December 31, 2025, with $24.8 million invested in the Kabanga Nickel Project over 9 months.
• Negotiations with the Orion Critical Mineral Consortium on a significant strategic equity investment into Kabanga have reached an advanced stage.
• The Board of Directors is targeting a Final Investment Decision (FID) in the first quarter of 2027. The Framework Agreement amendment and the Joint Financial Model with the Government of Tanzania are conditions for financing.
• An independent expert confirmed the Resettlement Action Plan is in material alignment with International Finance Corporation Performance Standard 5. The finding cut the cap on consideration payable to BHP by $8 million.
• A further $18.3 million of the $60 million Taurus bridge loan remains available until November 29, 2026, contingent on signing the Framework Agreement amendment.

Company Overview

Lifezone Metals is committed to delivering cleaner and more responsible metals production and recycling. Its Hydromet Technology offers the potential for lower energy consumption, lower emissions, and lower-cost metals production compared to traditional smelting.

Its 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 Hydromet Technology, Lifezone is working to bring a new source of nickel, copper and cobalt to global battery metals markets and to empower Tanzania to achieve in-country beneficiation.

Through a US-based recycling partnership, Lifezone is working toward applying Hydromet Technology to recover platinum, palladium and rhodium from responsibly sourced spent automotive catalytic converters.

Orion Equity Talks & the Path to Final Investment Decision

Lifezone Metals (NYSE: LZM) reported results for the 9 months ended September 30, 2026. As announced on October 23, 2026, negotiations with the Orion Critical Mineral Consortium (Orion CMC) on a significant strategic equity investment into Kabanga are at an advanced stage. Orion CMC is an investment consortium led by Orion Resource Partners LP, a global investment firm specializing in metals and materials. The consortium was established to invest in strategic critical minerals projects.

Chief Executive Officer of Lifezone Metals, Chris Showalter, identified the Orion CMC talks as the period's defining development:

"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."

The Board of Directors is targeting a final investment decision (FID) for Kabanga in the first quarter of 2027. The amendment of the Framework Agreement and agreement on the Joint Financial Model are conditions for the successful financing of the project. The Joint Financial Model sets out how economic benefits are shared between investors and the Government of Tanzania. Lifezone states that concerted effort could bring the FID date forward, but FID could also happen later depending on lenders' final due diligence and the conclusion of financing terms.

Nine-Month Financials & Bridge Loan Liquidity

Cash rose to $22.2 million as of September 30, 2026, from $20.1 million as of December 31, 2025. Funding over the period included net proceeds of $23.3 million from the $25 million registered direct offering completed on April 23, 2026. Cash used in investing activities totaled $24.1 million, with $24.8 million invested in the Kabanga Nickel Project.

Lifezone has drawn $41.7 million of the $60 million senior secured bridge loan facility from Taurus Mining Finance, including $21.7 million received during the 9-month period. The remaining $18.3 million is contingent on signing the Framework Agreement amendment. After Taurus agreed to a 3-month extension, it can be drawn until November 29, 2026. The facility funds Kabanga pre-FID activities, early works, development activities and completion of the project financing workstream.

Revenue reached $1.9 million, up from $0.5 million in the same period of 2025, on higher third-party technical and laboratory services at Simulus. The net loss attributable to shareholders was $13.5 million, or $0.15 per basic and diluted share on 87.6 million weighted average shares. A year earlier, the basic loss was $0.13 per share and the diluted loss was $0.17 per share. The result includes $8.9 million of non-cash fair value gains: $1.9 million on convertible debenture embedded derivatives, $1.6 million on warrant liabilities and $5.5 million on deferred consideration to BHP. These gains were largely due to the share price falling from $4.27 to $3.76 over the period. General and administrative expenses increased to $16.3 million from $12.5 million, primarily on $4.9 million of non-cash share-based payment charges.

Resettlement Alignment Cuts BHP Consideration Cap by $8 Million

On September 18, 2026, the Determination Report from the Resettlement Action Plan (RAP) expert confirmed that RAP alignment had been achieved for the 12-month period from July 18, 2025, to July 18, 2026. The independent review verified that the plan had been prepared, developed and implemented in material alignment with the objectives of International Finance Corporation (IFC) Performance Standard 5. It also assessed how well the measures to mitigate identified impacts and risks worked. On October 7, 2026, Lifezone announced the resulting $8 million reduction in the cap on consideration payable to BHP.

Showalter commented on the resettlement outcome:

"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."

Lifezone completed 100% of RAP cash compensation payments by the end of 2025. A total of 97% of project-affected households have signed compensation agreements and received funds, and the balance is held in escrow for the remaining households. The Livelihood Restoration Plan co-design and the Project Induced In-Migration study concluded during the quarter.

Procurement, Power & Engineering Advance at Kabanga

The Mining Commission has approved 59 Expressions of Interest for significant packages. Of these, 34 packages have been released to market and 24 tenders received, including the engineering, procurement and construction management, mining and bulk earthworks packages. The mining tender closed in September 2026, and evaluation has started.

Final drafts of the Implementation and Power Supply Agreements are under review by TANESCO. Engineering, procurement and construction (EPC) tenders for the 220-kilovolt overhead power line and substations are scheduled for release in the fourth quarter of 2026, and the corridor survey identified no risks to project execution. The Special Mining License and all material permits for current activities are in place, including water use permits for new production boreholes received in September 2026. The environmental and social impact assessment (ESIA) for the power line to international standards is targeting completion in the fourth quarter of 2026.

On engineering, North Boxcut and Waste Rock Dump designs were issued for construction, and 12 of 15 boreholes have been drilled at the tailings storage facility. October workshops confirmed the technical basis for FID and finalized the integrated water balance and site layout. On site, the Mpingo camp is being upgraded to 350-person capacity and 20 prefabricated units were installed at Pascal Pad. The project has recorded more than 3 million hours worked without a lost-time injury, with 188 employees and contractors engaged as of the end of September 2026.

Musongati, PGM Recycling & Simulus Pipeline

Lifezone signed a 14-month exclusivity agreement with the Government of Burundi on March 10, 2026, covering the Musongati Nickel Project. Since then, it has reviewed historical drilling data and core, completed 2 site visits to Bujumbura and 1 to the project area, and joined a US-Burundi critical minerals delegation in August 2026. Digitization of historical Musongati geological records began in August under KoBold Metals' 3-year exploration and digitization partnership with the Burundian government. A local Burundian entity is being established, and a proposed laterite infill drilling program for the Buhinda and Rubara deposits is under assessment.

The platinum group metals (PGM) recycling project demonstrated more than 99% recovery of platinum and palladium from 1 ton of US-sourced spent automotive catalytic converter material. It is targeting more than 95% rhodium recovery. The updated feasibility study (UFS) and project FID are both targeting the first quarter of 2027, and a preferred US brownfield site is under negotiation. Lifezone made 2 US Department of Energy funding applications totaling $41.5 million. The second program did not result in an award, and the remaining $25.6 million request is under review.

Simulus Laboratories generated $1.93 million in revenue over 9 months, compared with $0.48 million a year earlier. By quarter end, Simulus had been awarded services under 30 contracts by 15 clients, in commodities including antimony, cobalt, copper, gold, nickel, PGMs, rare earths, scandium and titanium. Simulus also obtained a permit to possess nuclear material, which allows metallurgical testwork on uranium and thorium.

Next Steps

The Kabanga project financing process is awaiting the amendment of the Framework Agreement, which includes agreement on the Joint Financial Model with the Government of Tanzania. Negotiations with Orion CMC on a significant strategic equity investment into Kabanga are at an advanced stage. The remaining $18.3 million of the bridge loan is available until November 29, 2026, contingent on signing the Framework Agreement amendment.

In the fourth quarter of 2026, EPC tenders for the 220-kilovolt power line and substations are scheduled for release, the power line's international-standard ESIA is targeting completion, and Lifezone plans to implement the selected cost management platform. In the first quarter of 2027, Lifezone is targeting a Kabanga FID, the updated PGM recycling feasibility study (FS), and a PGM recycling FID.

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