(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Approximate date of commencement of proposed sale to public: As soon as practicable after this registration statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ¨

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

This is the initial public offering of shares of common stock of CopperTech Metals Inc. We are offering shares of our common stock.

Prior to this offering, there has been no public market for our common stock. We anticipate that the initial public offering price per share of common stock will be between $ and $ . We have applied to list our common stock on the New York Stock Exchange (the “NYSE”) under the symbol “CUX”. There can be no assurance that the NYSE will approve our listing application. The closing of this offering is contingent upon the successful listing of our common stock on the NYSE.

Upon completion of this offering, Vedanta Resources Limited will indirectly hold through its affiliates approximately % of our outstanding common stock (or % if the underwriters exercise their option to purchase additional shares of common stock in full). As a result, we will be a “controlled company” as defined under the NYSE corporate governance requirements. See “Risk Factors—Risks Relating to our Common Stock and the Offering—We will be a ‘controlled company’ within the meaning of the NYSE corporate governance rules. As a result, we will qualify for exemptions from certain U.S. corporate governance requirements and such exemptions could have an adverse effect on our public stockholders.”

We will be treated as an “emerging growth company” as defined under the federal securities laws for certain purposes until we complete this offering. As such, in this prospectus we have taken advantage of certain reduced disclosure obligations that apply to emerging growth companies. See “Risk Factors—Although we ceased to be an emerging growth company prior to this offering, we will continue to be treated as an emerging growth company for certain purposes through the completion of this offering and have decided to take advantage of certain reduced disclosure requirements in the registration statement of which this prospectus forms a part, which may make our common stock less attractive to investors.”

Investing in our common stock involves risks. See “Risk Factors” beginning on page 30 to read about factors you should consider before buying our common stock.

Neither the Securities and Exchange Commission (the “SEC”) nor any other regulatory body or state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

We have granted the underwriters an option for a period of 30 days from the date of this prospectus to purchase up to an additional shares of common stock from us at the initial public offering price, less the underwriting discounts and commissions.

The underwriters expect to deliver the shares against payment in New York, New York, on, 2026.

Through and including , 2026 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

We and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectus we have prepared or that has been prepared on our behalf or to which we have referred you. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares of common stock offered by this prospectus, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of the date of this prospectus. Our business, financial condition and results of operations may have changed since that date.

For investors outside the United States: neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus or any free writing prospectus in connection with this offering in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside of the United States. See the section entitled “Underwriting.”

In connection with the consummation of this offering, we will effect certain reorganizational transactions, which we refer to collectively as the “Transactions,” pursuant to which, among other things, (i) Konkola Copper Mines Plc (“Konkola Plc”) will become an indirect subsidiary of CopperTech Metals Inc. (“CopperTech”), the issuer of this offering, (ii) certain loan receivables owed by Konkola Plc to our affiliates, Vedanta Resources Jersey II Limited (“VRJL II”), Vedanta Resources Holdings Limited (“VRHL”) and Vedanta Resources Limited (“VRL”), will be contributed to Vedanta Resources Jersey Limited (“VRJL”), (iii) certain loan obligations to Konkola Plc to be funded by VRHL, in an aggregate amount of $670.0 million (the “Existing Vedanta Liabilities”), will be contributed to VRJL and (iv) VRJL will become a wholly owned subsidiary of CopperTech. For more information regarding the loan obligations of Konkola Plc to VRJL, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Scheme Loan Agreements” and “Certain Relationships and Related Party Transactions—Lending Agreements.” For more information regarding the Transactions, see “Prospectus Supplement—Summary of the Transactions.” Unless otherwise stated or the context otherwise requires, all information in this prospectus reflects the consummation of the Transactions and this offering.

Following the consummation of the Transactions, we will be a holding company and our material assets will be our 79.42% indirect ownership interest in Konkola Plc and the Existing Vedanta Liabilities owed by Konkola Plc. The remaining 20.58% interest in Konkola Plc (the “Non-Controlling Interest”) is held by ZCCM Investments Holdings Plc (“ZCCM”), a public company listed on the Lusaka Stock Exchange and of which the Government of the Republic of Zambia (“GRZ”) is a shareholder. Both prior to and following this offering, all of our business operations have been and will be conducted through Konkola Plc and its direct and indirect wholly owned subsidiaries.

Except as otherwise presented, Mineral Reserves (as defined below) and Mineral Resources (as defined below) contained herein for the KCM Complex (as defined below) are shown on both a 100% basis as well as on a 79.42% basis to reflect CopperTech’s ownership interest in Konkola Plc as of the date of this prospectus. References to “production” throughout this document refer to Integrated (as defined below) production activities (which excludes copper produced from third-party concentrate), unless otherwise noted.

Our fiscal year ends on March 31. References in this prospectus to a fiscal year relate to our fiscal year ended on March 31 of that calendar year. For example, references to “Fiscal 2026,” “Fiscal 2025” and “Fiscal 2024” refer to our fiscal years ended on March 31, 2026, March 31, 2025 and March 31, 2024, respectively.

Information relating to the KCM Complex is derived from the technical report summaries, entitled “S-K 1300 Technical Report Summary: KCM Integrated Operations (Initial Assessment) Konkola Copper Mines Plc” (the “Initial Assessment TRS”) and “S-K 1300 Technical Report Summary: KCM Integrated Operations (Preliminary Feasibility Study) Konkola Copper Mines Plc” (the “Pre-Feasibility Study TRS,” together with the Initial Assessment TRS, the “Technical Report Summaries”), each issued on June 2, 2026, with an effective date of April 1, 2026, prepared by AMC Consultants (UK) Limited (“AMC”) and filed as exhibits to the registration statement of which this prospectus forms a part. AMC is the qualified person with respect to the KCM Complex (the “Qualified Person”) under Subpart 1300 of Regulation S-K (“S-K 1300”) and meets all requirements of a qualified person under S-K 1300. All scientific and technical information that has been reproduced, referenced or otherwise derived from the Technical Report Summaries, has been approved, confirmed for completeness and accuracy and reviewed by the Qualified Person.

Cautionary Note Regarding Presentation of Mineral Reserve and Mineral Resource Estimates

This prospectus refers to estimated Mineral Reserves and Mineral Resources, including Inferred Mineral Resources and Indicated Mineral Resources. See the section entitled “About This Prospectus—Basis of Presentation” for the definition of those terms.

The Mineral Reserve estimates were prepared by the Qualified Person in accordance with Subpart 1300 of Regulation S-K, using geostatistical and/or classical methods, plus economic and mining parameters appropriate to the deposit.

The estimates include mining dilution and mining recovery. Mining dilution and recovery factors vary with specific Mineral Reserve sources and are influenced by several factors including deposit type, deposit shape and mining methods. The estimate of Mineral Reserves and Mineral Resources may be materially affected by environmental, permitting, legal, marketing or other relevant issues.

This prospectus includes estimates regarding market and industry data. Unless otherwise indicated, information concerning our industry and the markets in which we operate, including our general expectations, market position, market opportunity and market size, are based on our management’s knowledge and experience in the markets in which we operate, together with currently available information obtained from various sources, including publicly available information, industry reports and publications, surveys, our users, trade and business organizations and other contacts in the markets in which we operate. Certain information is based on management estimates, which have been derived from third-party sources, as well as data from our internal research. We also refer to information and estimates compiled by Wood Mackenzie.

In presenting this information, we have made certain assumptions that we believe to be reasonable based on such data and other similar sources and on our knowledge of, and our experience to date in, the markets in which we operate. While we believe the estimated market and industry data included in this prospectus is reliable, such information is inherently uncertain and imprecise. Market and industry data is subject to change and may be limited by the availability of raw data, the nature of the data gathering process and other limitations inherent in any statistical survey of such data. In addition, projections, assumptions and estimates of the future performance of the markets in which we operate are necessarily subject to uncertainty and risk due to a variety of factors, including those described in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by third parties and by us. Accordingly, you are cautioned not to place undue reliance on such market and industry data or any other such estimates.

Non-GAAP financial measures, including Adjusted EBITDA, cash cost, all-in sustaining cost (“AISC”) and realized copper price (“RCP”), are utilized by us to provide additional insights into our financial and operational performance that may not be apparent from GAAP measures alone. These supplemental measures can aid in the comparability of our performance across different reporting periods by eliminating the effects of certain items that can vary significantly from one period to another, such as non-operating items and other non-recurring or non-cash adjustments. Management finds these supplemental measures useful in assessing financial performance, operational efficiency, making strategic decisions and providing supplemental analysis of our ability to generate cash, service debt and fund investments.

However, these non-GAAP measures have limitations and should not be considered in isolation or as a substitute for the GAAP financial measures. One key limitation is the lack of standardization, which means they may be defined and calculated differently by other companies, potentially leading to reduced comparability. Additionally, these measures may exclude costs that are necessary to understand our overall financial performance. For instance, Adjusted EBITDA adjusts net income for certain items, but it is important to recognize that we may incur similar expenses in the future.

Investors and analysts are encouraged to evaluate each of these adjustments and the reasons management considers them appropriate for supplemental analysis. These measures may not be indicative of future performance and may not be comparable to similarly titled measures used by other companies, thereby diminishing their utility. In summary, while non-GAAP measures can provide valuable additional context, they should be used in conjunction with the most directly comparable GAAP financial measures to ensure a balanced and comprehensive analysis of our financial results.

Prospectus Summary

This summary highlights select information contained elsewhere in this prospectus and does not contain all the information you should consider before making an investment decision. You should read the entire prospectus carefully, including “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and the accompanying notes included elsewhere in this prospectus before making an investment decision.

Our Business

CopperTech is a U.S. domiciled corporation that controls one of the world’s most significant copper systems, anchored on the Zambian side of the prolific Central African Copperbelt, and positioned to capitalize on what we believe will be an unprecedented copper demand cycle. Driven by artificial intelligence infrastructure, data centers, grid modernization and electrification, we expect there to be greater demand for copper over the next 25 years than has been produced across all human history. Our mission, to Power the Copper Century, reflects our commitment to meeting America’s and the world’s rapidly growing need for critical minerals as this cycle accelerates.

CopperTech seeks to offer a rare combination of scale, grade and expected growth. Supported by existing infrastructure, a multi decade resource base and a technology led operating model, we believe that our pathway to significantly expand our production will enable us to be a reliable supplier of copper at scale at precisely the moment global markets need it most. We intend to deploy state of the art technologies in a disciplined and sustainable manner as we advance our Mineral Resource classifications and continue to explore within our substantial copper endowment.

Our flagship asset, Konkola Plc, is a high-grade copper and cobalt producer strategically located in Zambia’s Copperbelt Province. Konkola Plc is 79.42% owned by CopperTech and 20.58% owned by ZCCM, a diversified mining investment and operations company listed on the Lusaka Stock Exchange. From 2004 to 2019, Konkola Plc deployed over $3 billion into capital expenditure, funded by a combination of cash generated from operations and from shareholder loans. Over the next five fiscal years (from the start of Fiscal 2027 through the end of Fiscal 2031), Konkola Plc intends to deploy an additional $2.7 billion in capital expenditures, including $0.5 billion in sustaining capital expenditures, into its operations with a goal of driving an increase in copper production to an average of approximately 270 Ktpa (consisting of approximately 180 Ktpa Integrated production and approximately 90 Ktpa from third-party sources) over the remaining operational mine life of Konkola Plc from Fiscal 2030. Konkola Plc expects to fund such expenditure through CopperTech’s investment of the proceeds from this offering in Konkola Plc and may fund the remainder of such expenditure through its existing cash, together with the reinvestment of cash generated from its operations and additional financing, as required.

With such production increases, we are aiming for Konkola Plc to become one of the top copper producing mines by volume globally and an important part of total Zambian cobalt production. Beyond production expansion at Konkola Plc, we intend to invest in exploration activities within our operational sites and in select international jurisdictions to support longer-term Mineral Resource development.

While traditional copper producers rely on decades-old operating processes, CopperTech continues to build a technology-led copper business across our mining and plant operations to increase the productivity, safety and sustainability of our operations. For example, the installation of a new smelter at the Nchanga Complex, one of our key operational sites, has enabled us to capture 99.5% of sulfur emissions from the smelter operations. In addition, we intend to continue using technology, including AI-based technology, aimed at delivering real-time ore grade optimization to increase recovery rates, conducting predictive maintenance to reduce unplanned downtime, deploying automated quality control to ensure consistent premium product, optimizing processes to drive a reduced carbon footprint and establishing remote monitoring capabilities to enable 24/7 expert oversight. Through strategic collaborations with technology specialists, including an ongoing engagement with Palantir, we expect to improve our operating performance, de-risk our expansion and expand our resource base through the deployment of leading geophysical, analytical and AI technologies. Similarly, we intend to pursue collaborations to further enhance the efficiency and profitability of our business. We believe this technology-focused approach will also lead to enhanced performance standards designed to mitigate environmental impacts, which will elevate the standards for responsible mining that conventional miners cannot easily replicate.

The copper demand cycle we intend to capitalize on is expected to be fueled by a structural shift driven by greater needs from AI infrastructure (including data centers), economic growth of developing nations, energy transition and increased defense spending targets. According to Wood Mackenzie, these areas alone are expected to account for roughly 40% of the approximately 7.5 Mtpa of total copper demand growth expected by 2035. As an example, Microsoft’s $500 million data center in Chicago is estimated to require approximately 2.2 Kt of copper, worth approximately $31 million at May 2026 spot prices. With respect to power demand, the International Energy Association notes that large hyperscale data centers are becoming increasingly common, with such data centers demanding power equal to or exceeding 100 MW, which is equivalent to the annual electricity consumption from around 350,000 to 400,000 electric cars, which we believe will result in an increase in copper demand.

At the same time, the supply of copper faces compounding constraints including an approximately 2% annual copper grade decline at existing mines globally (per Ernst & Young), operational disruptions, political instability, geological challenges and previous pandemic-related maintenance delays. The constrained supply is further exacerbated by an approximately 24-year development timeline for new copper mines. Further, a substantial portion of supply capacity remains concentrated in jurisdictions with operational or geopolitical risks – the U.S. net import reliance in 2024 was 45% of domestic copper consumption. With the Democratic Republic of the Congo (“DRC”) accounting for over 75% of the world’s cobalt production and China producing more than 45% of the world’s copper and refining over 70% of the world’s cobalt, U.S. federal policy is increasingly prioritizing diversification and critical mineral security from Western-aligned nations through initiatives from various U.S. governmental agencies, including the Lobito Corridor, a $10 billion rail infrastructure project intended to improve connectivity between Zambia’s Copperbelt Province and Atlantic ports, which we intend to utilize. See “—Zambia—One of the World’s Most Attractive Mining Jurisdictions” and “Risk Factors—Risks Related to Our Business—Our business, results of operations, cash flows and financial condition have been and may continue to be adversely affected by changes in geopolitical and global economic conditions.” for further information.

We believe Konkola Plc’s strong operating history, combined with the Konkola Complex being one of the highest-grade copper and cobalt resources in the world, lay the framework for our Company to be a highly economic and strategic long-term supplier of critical minerals, including to Western-aligned end markets.

Scheme of Arrangement and Resumption of Control

Beginning with Vedanta’s acquisition of a controlling interest in Konkola Plc in 2004, Konkola Plc became a Vedanta-led operation in which ZCCM continued as a minority shareholder. After more than a decade of operating alongside ZCCM, the parties became involved in a shareholder dispute in 2019, resulting in ZCCM filing a petition in the High Court of Zambia seeking to wind up Konkola Plc. As a result of the winding-up petition, the High Court of Zambia appointed a provisional liquidator (the “Provisional Liquidator”) to oversee the operations of Konkola Plc. During this period from May 2019 to July 2024, Konkola Plc and the KCM Complex were under the control of the Provisional Liquidator, and copper production of Konkola Plc (including Integrated and from third-party sources) fell to a low of approximately 54 Ktpa in Fiscal 2024, as compared to copper production (including Integrated and from third-party sources) of approximately 180 Ktpa, 195 Ktpa and 177 Ktpa during Fiscal 2017, Fiscal 2018 and Fiscal 2019, respectively, under Vedanta’s control. In 2023, Vedanta and ZCCM resolved the dispute through a scheme of arrangement under which Vedanta resumed operational control of Konkola Plc and committed to an investment program and revised cooperation framework (the “Scheme of Arrangement”). This was memorialized by the new shareholders agreement entered into on November 6, 2023 between VRL, VRHL, ZCCM and Konkola Plc (the “KCM Shareholders Agreement”). The Scheme of Arrangement with respect to legacy creditor claims was sanctioned by the High Court of Zambia on June 28, 2024, and became effective on July 31, 2024 (the “Scheme Effective Date”) (see “Business—Legal Proceedings—Scheme of Arrangement”). Upon the Scheme Effective Date, the Provisional Liquidator was removed and Vedanta’s control and ownership of Konkola Plc was reinstated (the “Resumption of Control”).

In connection with the Scheme of Arrangement, Konkola Plc entered into the following loan agreements with VRHL pursuant to which VRHL is required to loan an aggregate principal amount of up to $1.27 billion to Konkola Plc, consisting of:

A $1.00 billion loan to fund Konkola Plc’s capital expenditure (the “Capital Expenditures Support Loan Agreement”), to be funded by semi-annual instalments until January 31, 2030. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Scheme Loan Agreement.” As of March 31, 2026, VRHL had funded $330.0 million under the Capital Expenditures Support Loan Agreement and there is a balance of $670.0 million to be funded. On June 1, 2026, the obligation to fund the remaining $670.0 million under the Capital Expenditures Support Loan Agreement was novated from VRHL to VRJL. See “Certain Relationships and Related Party Transactions—Lending Agreements—Deed of Adherence.” CopperTech shall, upon and subject to the completion of this offering, contribute $670.0 million of the net proceeds to VRJL for the purpose of funding the outstanding balance under the Capital Expenditures Support Loan Agreement, with such proceeds being applied towards the Konkola Deep Mine Project at the Konkola Complex. See “Summary of the Transactions” and “Use of Proceeds.”

A $250.0 million loan to fund amounts payable to Konkola Plc’s creditors (the “Creditor Settlement Support Loan Agreement”). As of March 31, 2026, VRHL had funded the $250.0 million required under the Creditors Settlement Support Loan Agreement.

A $20.0 million loan facility to fund community support and a once-off $750,000 employee bonus (the “Community Support Loan Agreement” and, together with the Capital Expenditures Support Loan Agreement and the Creditors Settlement Support Loan Agreement, each a “Scheme Loan Agreement” and collectively the “Scheme Loan Agreements”). As of March 31, 2026, VRHL had funded the $20.75 million required under the Community Support Loan Agreement.

The loans to be contributed to VRJL pursuant to the Transactions will exclude; (a) the “Funded Scheme Loans” consisting of $330.0 million funded under the Capital Expenditures Support Loan Agreement, $250.0 million funded under the Creditor Settlement Support Loan Agreement and $20.0 million funded under the Community Support Loan Agreement and (b) the “Excluded Legacy Liabilities” consisting of $106.4 million in intercompany advances. VRHL and the relevant Vedanta affiliate lender will remain the lender of the Funded Scheme Loans and Excluded Legacy Liabilities, respectively.

As of the date of this prospectus, no principal or interest has been repaid by Konkola Plc under the Scheme Loan Agreements. Under the KCM Shareholders Agreement, repayments under each Scheme Loan Agreement will commence once Konkola Plc has positive cash flows and will be paid in accordance with the Konkola Waterfall (as defined below), which may result in delayed repayments of the $670.0 million loan to be funded by VRJL to Konkola Plc pursuant to the Capital Expenditures Support Loan Agreement. Similarly, any loans made by CopperTech to Konkola Plc, including of the net proceeds, may be restricted or delayed. Each Scheme Loan Agreement matures in December 2028, subject to automatic extension should Konkola Plc have insufficient cash flow to repay such debt at maturity in accordance with the Konkola Waterfall. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

With Konkola Plc back under Vedanta control, we expect copper production to surpass pre-Fiscal 2019 levels. We have planned a $2.7 billion capital expenditure program over the next five fiscal years (Fiscal 2027–2031), including from the proceeds of this offering, of which $0.5 billion is sustaining capital expenditure, which is projected to drive average production to approximately 270 Ktpa (approximately 180 Ktpa Integrated and approximately 90 Ktpa from third-party sources) across Konkola Plc’s remaining mine life from Fiscal 2030.

Overview of Assets

Konkola Plc owns and operates a complex of integrated mines and concentrators, a smelter, refinery, tailings leach plant and associated infrastructure in Zambia’s Copperbelt Province, referred to herein as the “KCM Complex”. The KCM Complex is primarily located near the Zambia-DRC border, with the majority of operations taking place at and between the Konkola Complex located near Chililabombwe, the Nchanga Complex located near Chingola, the Tailings Complex located near Chingola and the Nkana Refinery located near Kitwe. We consider the KCM Complex to be our only material mining property as defined by Regulation S-K Subpart 1300. Konkola Plc’s operations are also supported by the Nampundwe mine, which produces pyrite that is used solely in connection with Konkola Plc’s smelting operations. Konkola Plc’s assets are well integrated into regional mining and export routes, including major highways that provide a stable link from production centers to Western markets. Konkola Plc’s key assets and properties are summarized below.

Map of Konkola Plc’s Operations at the KCM Complex.

Konkola Complex

The Konkola Complex is located in Chililabombwe approximately five km south of the Zambia-DRC border and is expected to be the most significant contributor to Konkola Plc’s overall production profile over time. The Konkola Complex consists of an underground mine, concentrator and tailings storage facility. Since commencing operations in 1957, the Konkola Complex has extracted approximately 3.2 Mt of copper, as of March 31, 2026, which we believe demonstrates the long-term viability and production reliability of this asset. The Konkola Complex targets an orebody that potentially extends to depths exceeding 2,000 meters through vertical access shafts, and currently active mining activities occur at a depth of approximately 1,000 meters.

Ore is processed at the adjacent Konkola concentrator, which has a 6 Mtpa nameplate capacity and employs conventional milling and flotation to produce copper concentrate for the Nchanga smelter. Tailings from the concentrator are deposited in the Lubengele tailings storage facility at Konkola, which is undergoing drilling and test work to assess its potential for future inclusion as a Mineral Resource.

In Fiscal 2019, prior to the appointment of the Provisional Liquidator, copper production at the Konkola Complex was approximately 30 Kt. In Fiscal 2024, copper production at the Konkola Complex declined to approximately 16 Kt. As supported by the Initial Assessment TRS and the Pre-Feasibility Study TRS, we believe the Konkola Complex has the potential to produce at an annual rate of above 140 Ktpa of copper from Fiscal 2033 onwards. The increased production level at the Konkola Complex is expected to be enabled by 0.27 Mt Measured and Indicated Mineral Resource (exclusive of Mineral Reserves), 8.3 Mt Inferred Mineral Resource, and 29 Mt Proven and Probable Mineral Reserves (or 0.22 Mt Measured and Indicated Mineral Resource, 6.6 Mt Inferred Mineral Resource and 23 Mt Proven and Probable Mineral Reserve on a 79.42% ownership basis), with potential to support a mine life of approximately 45 years if all such Mineral Resources are ultimately converted into Mineral Reserves.

For two decades infrastructure, production and capital development has been taking place at the Konkola Complex, which we refer to as the “Konkola Deep Mine Project” or “KDMP”. KDMP has provided critical infrastructure at the Konkola Complex, including underground development, dewatering systems, and the Konkola concentrator which was commissioned in 2008. KDMP also enabled access to the Konkola Complex orebodies at 1,000 meters in depth. The increased production levels at the Konkola Complex are contingent on further execution of KDMP, which requires the dewatering and extension of underground infrastructure allowing for access to deeper mineralization. In order to carry out the relevant upgrades and modifications, the Konkola Complex is expected to require total capital costs of $1.2 billion (out of a total of $2.7 billion in capital expenditures including $0.5 billion in sustaining capital expenditures across the KCM Complex) over the next five fiscal years (from the start of Fiscal 2027 through the end of Fiscal 2031). This results in capital intensity of $8,419 per tonne of incremental copper per annum (calculated as the first-four-year Konkola Complex capital divided by the increase in annual payable copper production from Fiscal 2026 to average production), versus an industry range of $7,650 to $31,000 per tonne of copper equivalent per annum, as calculated by Wood Mackenzie as of 2026.

Nchanga Complex - Mines, Concentrators, Smelter and Tailings Leach Plant

The Nchanga Complex is located in Chingola and includes an underground mine, open pit mines, concentrators, a tailings leach plant, a smelter and a refinery. The Nchanga Complex operations currently mine from one operational open pit alongside the underground mine, which itself remains operational at a depth of approximately 920 meters. Since commencing operations in 1937, the Nchanga Complex has extracted approximately 14.3 Mt of copper as of March 31, 2026.

In Fiscal 2019, prior to the appointment of the Provisional Liquidator, copper production at the Nchanga Complex was approximately 12 Kt. In Fiscal 2024, copper production at the Nchanga Complex had declined to approximately 1.2 Kt. Since April 2025, mining at the Nchanga Complex across the open pit and underground has been scaled back meaningfully due to declining available mining inventory, and open pit mining is only expected to continue until the end of 2027 with the Company expecting to resume resource extension drilling of the open pit mine in the first half of Fiscal 2027. Nonetheless, the Nchanga Complex houses infrastructure that is essential for Konkola Plc’s operations, and we expect to continue upgrading and modifying such infrastructure to achieve our goal of driving an increase in copper production to an average of approximately 270 Ktpa (consisting of approximately 180 Ktpa Integrated production and approximately 90 Ktpa from third-party sources) over the remaining operational mine life of Konkola Plc from Fiscal 2030.

As supported by the Initial Assessment TRS, the Nchanga Complex (comprising the Nchanga open pit and Nchanga underground operations) is expected to produce an average of approximately 21 Ktpa of copper over its remaining planned operational life through 2039. The current mine plans contemplate a 13-year mine life, exploiting an aggregate of 0.6 Mt Measured and Indicated Mineral Resource and 0.2 Mt Inferred Mineral Resource (or 0.5 Mt Measured and Indicated Mineral Resource and 0.2 Mt Inferred Mineral Resource on a 79.42% ownership basis) with additional infill and extension drilling having commenced in Fiscal 2026 at the upper orebody of the Nchanga Complex, and the COP E extension, potentially supporting a longer mine life to the extent additional viable orebodies are identified within the Nchanga Complex mining license area. The Nchanga Complex is expected to require total capital costs of approximately $355.0 million (out of a total $2.7 billion in capital expenditures including $0.5 billion in sustaining capital expenditures across the KCM Complex) through the end of fiscal year 2031.

The Nchanga Complex features three concentrators - Old East Mill, New East Mill and New West Mill, with nameplate capacities of 4.4 Mtpa, 6.5 Mtpa and 2.5 Mtpa, respectively. These concentrators process ore produced from the KCM Complex’s open pit and underground operations into copper concentrate. A portion of the copper concentrate produced from the Nchanga concentrators is transported to the Nchanga smelter for further processing into copper anodes, while the remainder is sold to customers in end markets. The Nchanga smelter was commissioned with a nameplate capacity of approximately 312 Ktpa of copper anode. The Nchanga smelter utilizes direct-to-blister flash smelting technology to process concentrate into copper anodes. To operate within the optimized design specifications of the Nchanga smelter, Konkola Plc has historically purchased, and expects to continue to purchase, third-party copper concentrate to create a blended input to be processed at the smelter. Our broader mining operations plan assumes that we will purchase approximately 300 Ktpa of third-party copper concentrate feed annually from the local Zambian and DRC markets over the life of the mine. Konkola Plc’s current supply agreements for third-party concentrate are short-term in nature, with no contracts extending beyond 2026, consistent with standard industry practice for concentrate trading in the Copperbelt region. The ability to secure an ongoing supply of third-party concentrate at the volumes assumed in the mine plan is subject to continued growth in the production of concentrate in the Copperbelt region and Konkola Plc’s ability to offer competitive terms to concentrate sellers.

Konkola Plc’s incremental operating margins derived from the processing of third-party concentrate are significantly lower than those derived from Integrated production, as any revenue generated is substantially offset by the cost of third-party concentrate, treatment charges and associated smelter operating expenses. As discussed in Section 19.3.2.1 of the Initial Assessment TRS and Section 19.2.4.1 of the Pre-Feasibility Study TRS, the removal of economic benefit derived from copper contained in third-party concentrates and associated costs would result in a post-tax net present value (“NPV”) decrease of approximately 3% on a Measured, Indicated and Inferred basis, approximately 8% on a Measured & Indicated basis, and approximately 13% on a Mineral Reserve basis. Copper anodes produced at the Nchanga smelter are either sold as product or transported by road to the Nkana Refinery for further conversion into refined cathode. Importantly, the Nchanga smelter also includes cobalt recovery furnaces and sulfuric acid plants which respectively produce copper-cobalt alloy and sulfuric acid byproducts. The copper-cobalt alloy is sold to customers in the end-markets, and the sulfuric byproducts are an essential reagent for the TLP, which is a key input in Konkola Plc’s tailings reclamation operations. See “—Tailings Complex—TD03, TD04 and TD05” for further information.

Tailings Complex – TD03, TD04 and TD05

The Tailings Complex consists of Tailings Dams 3, 4 and 5, referred to herein as “TD03”, “TD04” and “TD05”. TD03 and TD04 are historical tailings storage facilities that contain substantial inventories of low-grade oxide tailings generated from past sulfide flotation operations. TD05 is an active dam currently being used to store low-grade oxide tailings from the Nchanga Complex.

The Tailings Complex is located at the Nchanga Complex in Chingola. The TLP is a copper recycling hydrometallurgical plant with a design capacity of 18 Mtpa, and processes tailings into copper cathodes. In Fiscal 2019, prior to the appointment of the Provisional Liquidator, copper production from the Tailings Complex was approximately 49 Kt. In Fiscal 2024, copper production from the Tailings Complex had declined to approximately 12 Kt.

In aggregate, the Tailings Complex contains approximately 448 Mt of tailings material at an average grade of approximately 0.55% TCu (approximately 2.46 Mt of contained copper), comprising approximately 25 Mt of Probable Mineral Reserves (TD03 and TD04) and approximately 423 Mt of Mineral Resources.

As supported by Tables 1.6 and 19.3 of the Pre-Feasibility Study TRS, the Tailings Complex is expected to produce an average of approximately 27 Ktpa of copper over its planned operational life through Fiscal 2029. The Tailings Complex currently produces copper from two sources: (1) the reclamation of existing tailings from the TD03 and TD04 tailings dams, which represents the Probable Mineral Reserves of the Tailings Complex and is expected to contribute approximately 77 kt of payable copper over the approximate three year reclamation period, equating to approximately 26 Ktpa and (2) the ongoing processing of fresh tailings produced continuously by the Nchanga concentrators and directed to the TLP as a routine operational input, which contributes approximately 10 Ktpa of additional payable copper. This fresh tailings stream is an established feature of TLP operations, is included in the Technical Report Summaries economic model and generates cashflow credited to TLP production, but is not classified as a Mineral Resource or Mineral Reserve as it arises from an ongoing processing operation rather than an in-situ mineral deposit. The existing tailings in TD03 and TD04 and the fresh tailings from the Nchanga concentrators are routed to the TLP at the Nchanga Complex for further copper extraction.

In early 2026, following the completion of our 2025 infill drilling campaign at TD05, we declared a new Mineral Resource at TD05, comprising approximately 198 Mt of Indicated Mineral Resources and approximately 225 Mt of Inferred Mineral Resources, representing 1.1 Mt of Indicated Mineral Resources and 1.2 Mt of Inferred Mineral Resources (approximately 0.9 Mt and 0.9 Mt, respectively, on a 79.42% ownership basis). As supported by the Initial Assessment TRS under the MII case, the reclamation of TD05 is expected to produce an average of approximately 103 Ktpa of payable copper (approximately 82 Ktpa on a 79.42% basis) over its planned operational life from the start of Fiscal 2028 through the end of Fiscal 2042, representing a meaningful incremental contribution to Konkola Plc’s overall production profile, if achieved. Infill drilling is continuing at TD05.

To support this additional resource, we intend to construct a new tailings leach plant (“TLP 2”) at the Nchanga Complex with a processing capacity of approximately 18 Mtpa. We anticipate that TLP 2 will require capital expenditure of approximately $741 million and approximately two years to complete. Given TLP 2 will be located at the Nchanga Complex together with our existing operations, the project is designed to leverage in-place utilities, water, power and permitting and tailings handling infrastructure, which we believe positions TLP 2 as a capital-efficient brownfield expansion relative to a greenfield development. The Indicated portion of the TD05 Mineral Resource will initially be processed through the existing Nchanga TLP. Subsequently, both the Indicated and Inferred TD05 Mineral Resources are expected to be processed through the Nchanga TLP and TLP 2 operating in parallel from approximately Fiscal 2030 onwards.

Our infill and extension drilling campaign is also continuing at the Lubengele tailings dam located within the Konkola Complex, where drilling and test work commenced in late 2025. This program is designed to further develop our Mineral Resource base, enhance long-term mine planning and maximize value generation from our existing tailings asset endowment.

Additional Facilities and Infrastructure

Nkana Refinery

The Nkana Refinery is located in Kitwe and is a large, conventional electro-refinery with a current nameplate capacity of 300 Ktpa LME Grade A refined cathode. The refinery is currently focused on producing starter sheets for the TLP electrowinning tankhouse, rather than the production of refined cathode for sale. Anodes are supplied by the Nchanga smelter to the Nkana Refinery and consumed in the stripper section to generate starter sheets, which are in turn sent to the TLP to be consumed in the process for making copper cathodes. Currently, we expect to evaluate utilization of the Nkana Refinery for cathode production when power supply improves, unlocking greater value for the facility.

Nampundwe Mine

The Nampundwe mine is located 50 km from Lusaka and has been operational for 112 years. The Nampundwe mine produces pyrite, a sulfur and iron compound that is a critical input for smelting operations. Pyrite is a key source of sulfur supply required for sulfuric acid production in the acid plant located at the Nchanga Complex, which is then further utilized as the key reagent in the TLP, and as a reactant in the smelting process. The Nampundwe mine produced approximately 28.3 Kt of pyrite in Fiscal 2026.

Summary of Facilities

Facility	Nameplate Capacity	Utilization as of March 31, 2026	Product
Konkola Concentrator	6 Mtpa	22%	Copper-cobalt concentrate
Nchanga Concentrators
Old East Mill	4.4 Mtpa	37%	Copper concentrate
New East Mill	6.5 Mtpa	67%	Copper concentrate
New West Mill	2.5 Mtpa	86%	Copper concentrate
Nchanga Smelter	312 Ktpa	41%	Copper anodes Copper-cobalt alloy Sulfuric acid
Tailings Leach Plant	18 Mtpa	64%	LME Grade A copper cathode
Nkana Refinery	300 Ktpa	6%	LME Grade A copper cathode Starter sheets for TLP

Financial and Operating Performance

In Fiscal 2026, Konkola Plc had net sales of $1.33 billion and net loss of $339.7 million, as compared to net sales of $398.0 million and net income of $922.5 million in Fiscal 2025. The net loss in Fiscal 2026 was primarily attributable to a one-time gain of $1.6 billion recognized in the prior comparable period in connection with the initial accounting for provisions and related debt modifications pursuant to the Scheme of Arrangement, in accordance with ASC 852. An additional factor contributing to the decrease was the unfavorable foreign exchange movements. These effects were partially offset by lower interest expense, higher net sales and lower cost of sales resulting from improved production efficiencies during the year ended March 31, 2026.

In Fiscal 2026, Konkola Plc produced approximately 129 Kt of copper (consisting of approximately 77 Kt Integrated production and 52 Kt third-party production) across the KCM Complex at an AISC of $4.71 per pound. In Fiscal 2025, Konkola Plc produced approximately 48 Kt of copper (consisting of approximately 30 Kt Integrated production and 18 Kt third-party production) across the KCM Complex at an AISC of $5.83 per pound. See “—Summary Historical and Unaudited Pro Forma CONDENSED Consolidated COMBINED Financial Information” for further information and “—Reconciliation of Non-GAAP Accounting Standards Financial Measures” for a reconciliation of Cost of Sales, the most directly comparable GAAP measure to AISC.

As supported by the Technical Report Summaries, as of April 1, 2026, we have approximately 1.0 Mt of Proven and Probable copper Mineral Reserves (or approximately 0.8 Mt of Proven and Probable copper Mineral Reserves on a 79.42% ownership basis) across the KCM Complex and, as of the same date, we have approximately 1.9 Mt of further Measured and Indicated Mineral Resources (exclusive of Mineral Reserves) and approximately 9.7 Mt of Inferred Mineral Resources (or approximately 1.5 Mt of further Measured and Indicated Mineral Resources and 7.7 Mt of Inferred Mineral Resources on a 79.42% ownership basis). Over the remaining mine life from Fiscal 2030 across the KCM Complex, we expect an average production of 270 Ktpa (consisting of approximately 180 Ktpa Integrated production and approximately 90 Ktpa from third-party sources) and an average AISC of $2.38 per pound. The MII case (as defined below) includes Inferred Mineral Resources that are considered too speculative geologically to apply the modifying factors necessary to be categorized as Mineral Reserves, and there is no certainty that the Initial Assessment will be realized.

The tables below summarize certain forward-looking financial and operational information of Konkola Plc as outlined in the Technical Report Summaries. Information regarding our Mineral Resources, including Inferred Mineral Resources, is derived from the Initial Assessment TRS, whereas information regarding our Mineral Reserves is derived from the Pre-Feasibility Study TRS. For additional information on our Mineral Reserves and Mineral Resources, see “Mining Properties” and the Technical Report Summaries included as exhibits to the registration statement of which this prospectus forms a part.

Summary of Economic Analysis contained in Technical Report Summaries

The Initial Assessment TRS contains two cases, the “MII” case (referred to as the “Full Resource Case” in the Initial Assessment TRS), which includes Measured, Indicated and Inferred Mineral Resources, and the “M&I” case which includes Measured and Indicated Mineral Resources. The MII and M&I cases shown in the tables below are preliminary in nature, and the MII case includes Inferred Mineral Resources that are considered too speculative geologically to apply the modifying factors necessary to be categorized as Mineral Reserves. Approximately 59% of the Mineral Resources included in the economic analysis for the MII case of the Initial Assessment TRS are classified as Inferred Mineral Resources. The Pre-Feasibility Study TRS contains the Reserve case, which reflects only Proven and Probable Mineral Reserves derived from Measured and Indicated Mineral Resources by application of modifying factors. As such, the Reserve case is encompassed within the M&I case, and the M&I case is encompassed within the MII case. The Reserve case is not incremental to the M&I case and MII case. The three cases are nested rather than independent or additive scenarios. There is no certainty that the economic analysis contained in the Initial Assessment TRS or the Pre-Feasibility Study TRS will be realized. See “Risk Factors—Estimates of Mineral Reserves and Mineral Resources are subject to evaluation uncertainties that could result in project failure.”

The tables below provide a summary of the economic analyses of the Reserve case and the MII case and M&I case, as set out in section 19 of the Initial Assessment TRS and Pre-Feasibility TRS, each prepared on a 100% basis reflecting the presentation in the Technical Report Summaries. The M&I case and MII case are presented in Tables 1.13 and 19.2 of the Initial Assessment TRS. The Reserve case is presented in Table 19.3 of the Pre-Feasibility Study TRS prepared by AMC with an effective date of April 1, 2026. For definitions of terms used in the tables below, refer to the relevant Technical Report Summary. The shareholder-level value corresponding to the Company’s 79.42% ownership in Konkola Plc is adjusted for net debt, working capital, and other balance sheet items to arrive at equity value, and therefore cannot be derived by simply by applying the ownership percentage to the enterprise value.

Copper pricing used in each of the economic analyses has been based on P75 consensus pricing (ranging from $11,101/t to $12,793/t over the Mineral Reserve production period). Cobalt pricing used in each of the economic analyses has been based on P50 consensus pricing (ranging from $42,262/t to $52,465/t over the Mineral Reserve production period).

		Reserve Case – 100% Basis			Initial Assessment – 100% Basis			Initial Assessment - 100% Basis
	Unit				MII			MI
Mine Life	years		~11			~45			~15
KCM UG Ore mined	kt		29,066			232,775			29,066
KCM UG Ore head grade	%T Cu		2.89	%		2.94	%		2.89	%
KCM UG Ore Recovery	%		89.2	%		86.5	%		89.2	%
KCM Cu Payable	Kt		734			5,816			734
NBU Ore mined (Open Pit and Underground)	kt		—			20,861			—
NBU head grade	%T Cu		—			2.42	%		—
NBU recovery	%		—			53.9	%		—
NBU Cu payable	kt		—			266			—
Nchanga TLP Ore mined	Kt		24,522			473,636			224,607
Nchanga TLP Ore head grade	%T Cu		0.64	%		0.57	%		0.56	%
Nchanga TLP Ore recovery	%		48.5	%		66.8	%		56.7	%
Nchanga TLP Cu Payable	Kt		80			1,798			713
Third-party Concentrate	kt		3,425			12,833			3,425
Third-party Concentrate Grade	%		33.1	%		33.2	%		33.1	%
Third-party Metal Production	kt		1,112			4,180			1,112
Integrated Metal Production	kt		814			7,880			1,446
Total Metal	kt		1,925			12,060			2,558
Growth Capital	US$M		208			1,626			342
Capital Development	US$M		569			3,419			569
Sustaining Capital	US$M		461			2,551			788
Closure Costs⁽¹⁾	US$M		133			133			133
C1 Cash Cost (unit)⁽²⁾	$/lb.Cu		2.46			1.87			2.10
AISC (unit)⁽³⁾	$/lb.Cu		3.11			2.38			2.69
NPV_8% (pre-tax, real basis)⁽⁴⁾	$M		1,998			12,050			3,418
NPV_8% (post-tax, real basis)⁽⁴⁾	$M		1,588			8,637			2,640
Payback Period⁽⁵⁾	years		2.0			3.3			1.7

Copper pricing calculated based on P75 consensus pricing (ranging from $11,101/t to $12,793/t over the Mineral Reserve production period).

Cobalt pricing calculated based on P50 consensus pricing (ranging from $42,262/t to $52,465/t over the Mineral Reserve production period).

(1)

Closure Costs are included within Sustaining Capital.

(2)

C1 Cash Cost is a non-GAAP measure. For the definition of this measure and a reconciliation to the most directly comparable financial measure calculated and presented in accordance with GAAP, please see “—Non-GAAP Measures” below.

(3)

AISC is a non-GAAP measure. For the definition of this measure and a reconciliation to the most directly comparable financial measure calculated and presented in accordance with GAAP, please see “—Non-GAAP Measures” below.

(4)

NPV calculated using a real discount rate of 8.0% per annum applied to free cash flows in real U.S. dollar terms, reflecting the project risk profile of an established Copperbelt operation. Pre-tax and post-tax NPVs are presented separately.

(5)

Payback Period represents the cumulative time from April 1, 2026 to the point at which cumulative undiscounted post-tax free cash flow equals total capital investment.

Consolidated AISC for Life of Mine – Initial Assessment ($/lb Cu)

Source: Graph generated from AISC ($/lb) data in Table 19.3 (MII production and cashflow schedule), Initial Assessment TRS

Our Competitive Strengths

We believe that the following competitive strengths differentiate us and can contribute to our continued success.

Robust Economics Driven by Large-Scale, High-Grade and Low-Cost Positions

Our strong economics reflect the interplay of grade, scale and integration – capturing margin at each step of the mining process. Konkola Plc’s average blended Mineral Resource copper grade of 1.68% (inclusive of Mineral Reserves) is approximately 2.5 times higher than the declining global average of 0.66% per Wood Mackenzie. We believe our strong endowment, as supported by our approximately 13.0 Mt (or approximately 10.3 Mt on a 79.42% ownership basis) of Mineral Resources, as well as our large operational scale, provides the opportunity to achieve an efficient unit intensity as fixed costs are spread over more tonnage and high capital productivity. Over the remaining mine life from Fiscal 2030 across the KCM Complex, we expect an average production of 270 Ktpa (consisting of approximately 180 Ktpa Integrated production and approximately 90 Ktpa from third-party sources) and an average AISC of $2.38 per pound. Furthermore, vertical integration – having mines, concentrator, on-site smelter and the TLP in one place – reduces logistics and third-party charges, stabilizes net realized pricing through minimized exposure to treatment and refining expense volatility, manages quality and shortens the cash-conversion cycle.

Our production growth plan is designed to leverage our favorable economics. Phased debottlenecking, recovery work and incremental throughput additions are expected to increase effective capacity in an efficient manner. We believe that higher volumes of concentrate feed will further improve smelter utilization and dilute fixed cost overheads, supporting expanded cash margins and returns. As such, we believe we have the foundation required to progressively entrench ourselves as a preferred long-term source of copper and cobalt for the U.S. market given our strong economic position and resulting ability to sustain strong margins through potential periods of commodity price volatility.

Technology-Driven Operations Delivering Industry-Leading Efficiency

We intend to continue building a digitized, AI-powered mining operation. We have a track record of using technology across our mining and plant operations. For example, we have established a strong digital foundation at the TLP, including the digitization of previously manual data, the deployment of enabling sensors and instrumentation and the establishment of real-time operational visibility. These capabilities provide the essential building blocks for advanced analytics and predictive applications, positioning us to progress from operational control to data-driven optimization. Through strategic collaborations with technology specialists, including Palantir, we anticipate that our technology will enable real-time optimization across the entire value chain – from predictive maintenance that reduces downtime, to AI-driven exploration to increase our Mineral Resources and Mineral Reserves, and autonomous systems that enhance safety while reducing labor costs. Our integrated sensor network will be designed to provide continuous monitoring of equipment performance, geological conditions and environmental parameters, enabling proactive decision-making not possible for many conventional miners. We believe this technology-led approach positions us to achieve lower operating costs and higher productivity compared to conventional operations.

High Growth Critical Minerals Producer with Strategic Focus on Supplying U.S. and Western Markets

We believe that Konkola Plc represents one of the few operations positioned to help meet U.S. demand for copper and cobalt over the long term. Despite both commodities being designated as critical minerals by the U.S. government in 2025, the U.S. continues to import approximately 45% of its copper and 75% of its cobalt, as per the U.S. Geological Survey. With the DRC accounting for over 75% of the world’s cobalt production and China producing more than 45% of the world’s copper and refining over 70% of the world’s cobalt, the U.S. faces significant supply chain vulnerability. The Konkola Complex is one of the world’s highest-grade copper assets, and as supported by the Technical Report Summaries, with the implementation of our planned infrastructure upgrades, we aim to achieve a remaining operational mine life average copper production level from Fiscal 2030 of approximately 270 Ktpa (consisting of approximately 180 Ktpa Integrated production and approximately 90 Ktpa from third-party sources). We intend to increase the volume of finished copper products sold into U.S. markets, including products derived from both our own Integrated production and purchased third-party concentrate. We believe this strategy will enhance our U.S. market presence and optimize the value realized across our processing and sales activities. We believe that these initiatives, coupled with our strong operating history will enable us to become a strategic, technology-led supplier of copper and cobalt.

Konkola Plc offers a differentiated source of supply for copper and copper-cobalt alloy that can support rapidly growing end-use demand across critical sectors such as AI infrastructure, data centers, grid modernization and electrification. Further, we believe that copper is a cornerstone of industrialization and is currently at the forefront of a global shift towards a green economy. Its exceptional conductivity and recyclability make it an indispensable component in a wide array of modern technologies, from renewable energy systems to electric vehicles. Industry forecasts indicate that the next 25 years will require more copper than has been produced throughout human history. See “—Industry” below for further information.

Policy trends also have the potential to reinforce this structural shift. Effective August 1, 2025, the U.S. Government imposed a 50% tariff on semi-finished copper products and copper-intensive derivative products, while excluding raw forms such as ore and cathode. Effective April 6, 2026, the U.S. Government modified that tariff with a new tiered tariff of 50%, 25%, 15% or 10% applied to the entire value of the products. The U.S. Government will also require that a phased percentage of U.S.-produced copper materials and high-quality copper scrap be sold domestically beginning in 2027 at 25%, thereby underscoring the need to secure reliable upstream supply from mining operations. The U.S. International Development Finance Corporation has provided financial support for the Lobito Corridor, a $10 billion rail infrastructure project intended to improve connectivity between Zambia’s Copperbelt Province and Atlantic ports. The Lobito Corridor is expected to be operational by approximately 2029, potentially enhancing logistics for copper exports to Western markets. Against this backdrop, we are actively seeking to secure long-term commercial relationships and offtake contracts with customers located in the U.S. and Western-aligned nations. These contracts have the potential to allow us to contribute directly to energy security, technological competitiveness and supply chain resilience in the U.S., which we believe is aligned with the objectives of policymakers to reduce dependence on DRC mining and Chinese mining and refining, to the extent paired with increased critical minerals processing/refining capacity in Western-aligned nations.

Advanced, De-risked Platform Backed by Substantial Capital Investment to Date

Unlike many potential sources of incremental copper around the world, the KCM Complex currently produces copper and benefits from approximately $3 billion of capital deployed by Konkola Plc into capital expenditures between 2004 to 2019, funded by a combination of cash generated from operations and from shareholder loans. We believe that this installed asset base, together with existing permits and established operating practices, enables a highly efficient restart-and-ramp-plan that is more capital efficient and significantly faster compared to a first-time greenfield build. From a timeline perspective, the average greenfield copper mine in tier-1 jurisdictions such as the U.S., Canada and Australia take 29 years, 27 years and 20 years, respectively to be built, whereas our full ramp up to peak production is expected to take only approximately 7-8 years.

Zambia - One of the World’s Most Attractive Mining Jurisdictions

Konkola Plc’s operations are located in Zambia, one of the world’s most established copper mining jurisdictions. As of 2026, Zambia is the 7th largest producer of copper in the world and the second largest producer in Africa, with copper exports representing 15% of Zambia’s gross domestic product and over 70% of its exports as of late 2025. In 2025, the Fraser Institute’s Annual Survey of Mining Companies rated Zambia as 25th (out of 68 jurisdictions) on the Investment Attractiveness Index globally and is the third highest ranked African jurisdiction (out of 20 jurisdictions), which considers key investment attributes including geological attractiveness and government policies.

The GRZ has stated goals to position copper as a cornerstone of the nation’s economic development and triple national copper production to 3 Mt annually by 2031 (Zambia currently projects 2026 production to reach 1 Mt) and to improve enabling infrastructure, including power permitting processes and logistics. We believe the development of the KCM Complex supports these goals, thereby aligning our interests with those of the GRZ. Furthermore, we expect that our long-standing community relationships, focus on safety, environmental performance and a robust existing workforce with a strong composition of local talent will support our license to operate during the production ramp-up period and beyond.

On January 23, 2026, Konkola Plc entered into a Memorandum of Understanding (the “MoU”) with Africa Finance Corporation (“AFC”), a multilateral development finance institution. The MoU establishes a framework for collaboration and cooperation between Konkola Plc and AFC in connection with the Zambia Lobito Railway project (the “ZLR Project”). Under the terms of the MoU, Konkola Plc has expressed a non-binding interest in utilizing up to 180,000 tonnes per annum of freight capacity on the ZLR Project, subject to AFC’s satisfactory due diligence and receipt of all necessary internal approvals. In turn, AFC will explore the possibility of providing financial and advisory support to Konkola Plc for the development and financing of its activities in Zambia, also subject to internal approvals, due diligence, and the negotiation of definitive agreements. The MoU will remain in effect for two years from the date of signature unless earlier terminated by either party upon 30 days’ notice or by mutual agreement.

Strong Historical Exploration Track Record and Resource Conversion

We are exploring the extension of the expected mine life of the KCM Complex through continued exploration activities in what is a highly prolific zone for copper. Since the inception of the copper mines at Konkola and Nchanga, approximately 17.5 Mt of contained copper has been extracted. As supported by the Technical Report Summaries, this amount compares to total Mineral Resources as of April 1, 2026, of approximately 13.0 Mt (or approximately 10.3 Mt on a 79.42% ownership basis). We are currently executing an infill and extension drilling campaign to further develop our Mineral Resources, through the drilling of the COP E Extension and COP DF deposits at the Nchanga Complex, as well as TD05 at Nchanga and the Lubengele tailings dam at Konkola, the latter of which has not previously been included in our declared Mineral Resource base. This campaign is designed to enhance long-term mine planning and maximize value generation. Drilling at Lubengele tailings dam commenced in late 2025. We anticipate that upon completion of the required drilling and test work, our mineral reserve estimate may increase, further increasing our production potential; however, at present, we have not established any Mineral Resources or Mineral Reserves from the Lubengele tailings dam.

Endorsed and Backed by Global Mining Leader

Our current controlling stockholder, Vedanta, is a leading, diversified natural-resources group founded by Anil Agarwal that generated revenue of $18.2 billion in Fiscal 2025 and employs a global workforce in excess of 117,000 people. Vedanta has a track record of successfully operating and managing assets across a range of industries and geographies. The Vedanta group’s portfolio spans base metals (zinc, lead, silver, aluminum, copper), oil and gas, iron ore, steel and power generation across India, Africa and other regions. In 2004, Vedanta obtained a 51.00% stake in Konkola Plc, before increasing its ownership to 79.42% in 2008.

Our Business Strategy

CopperTech is exploring a transformative growth strategy aimed at significantly further expanding copper production capacity across its mining and processing assets. We seek to deliver attractive, through-the-cycle returns to our stockholders through cash flow generation and growth of our copper mining operations. Below are the highlights of our growth strategy.

Execute Plans to Become a Leading Global Copper Producer to Serve the High Growth U.S. Technology Sector

We are growing our copper and cobalt mining business by executing and exploring development work at the KCM Complex, which we believe offers potential high returns. Central to this plan is the Konkola Deep Mine Project, which we expect to extend mining operations from the current depth of approximately 1 km to approximately 2 km, which we believe may unlock access to additional resource and expand our copper production capacity. Critically, the primary shaft required to reach this depth has already been installed as part of previously spent growth capital expenditures, so we consider the infrastructure foundation for this expansion to be in place. The project is anticipated to also involve expanded dewatering capabilities necessary to operate at greater depth. Beyond the Konkola Deep Mine Project, we are prioritizing process improvements and other capital expenditures by Konkola Plc which are expected to include exploration activities within the KCM Complex and in select international jurisdictions, infill drilling programs and AI-based geological surveys to identify additional resources and upgrade resource classifications. With our planned infrastructure upgrades, we expect to achieve a remaining operational mine life average copper production level from Fiscal 2030 of 270 Ktpa (consisting of approximately 180 Ktpa Integrated production and approximately 90 Ktpa from third-party sources).

We believe there is also potential to grow production further, subject to additional geological engineering, permitting and completion of necessary studies. In carrying out our growth plans, we will continue to employ conventional and cutting-edge technologies to benefit from geological confidence in the resource base, access to existing infrastructure and support from local and regional authorities. In addition to pursuing growth in production at the KCM Complex, we also plan to undertake technical programs across the Konkola Plc portfolio to potentially upgrade Konkola Plc’s Mineral Resources from Inferred to higher-confidence Mineral Resource classifications, delineate new Mineral Resources and continually assess optimization strategies to increase efficiency of operations. In addition, we may evaluate external growth opportunities from time to time.

To further support our growth potential, we are also exploring measures to ensure power security and supply, which we anticipate will further streamline production as power is one of our biggest production inputs.

Employ a Disciplined Approach to Capital Allocation

As we work to ramp up production at the KCM Complex to an average of approximately 270 Ktpa from Fiscal 2030, we are focused on driving operational self-reliance across our integrated mining, processing and smelting platform, while leveraging our high-grade resource base and vertical integration to position Konkola Plc as a cost leader, targeting a life-of-mine average AISC of $2.38 per pound of copper. Although there are currently no restrictions in our debt agreements or capital structure that would prevent us from paying a dividend in the future as a holding company, our ability to pay dividends on our common stock will depend on the receipt of cash distributions and dividends from our direct and indirect operating subsidiaries. Pursuant to the KCM Shareholders Agreement, distributions from Konkola Plc are subject to the Konkola Waterfall (as defined below) prioritizing interest and partial principal on shareholder loans and other specified liabilities, which may limit or delay our ability to pay dividends or other distributions.

Building the “Modern Mine” Through Value-Added Strategic Collaborations to Maximize Artificial Intelligence and Technology – Partnering with Palantir

We believe that our focus on strategic collaborations will accelerate operating performance, de-risk expansion and expand our resource base through the deployment of leading geophysical, analytic and AI technologies. We are partnering with Palantir to deploy Palantir’s advanced software and AI platform at KCM to develop digital twins, which are virtual replicas of actual operations that can be used to run simulations on existing and possible upgraded systems and components. The collaboration aims to focus on AI-powered automation systems for mining operations, including dewatering advanced digital mapping and visualization of resource geology and mine infrastructure, real-time operational intelligence, and integrated decision support. Additionally, these technologies are anticipated to include AI-assisted tools to improve operating performance, by applying such tools in mine planning, maintenance scheduling, process control and exploration targeting. We intend to evaluate collaborations with equipment suppliers, digital and AI providers, mining and processing firms and consulting and engineering organizations with demonstrated capabilities in such specialized areas. These partnerships aim to create scalable improvements that enhance performance across our value chain to position us to serve as a strategic, technology-led supplier of critical minerals through AI-driven optimization and a comprehensive digital transformation of our operations. Our objective is to access and utilize proven and innovative technologies to enhance operational and financial performance while continuing to foster industry-leading safety standards, personnel management systems and IT systems.

Copper Industry Overview

Copper is an internationally traded commodity on the Commodity Exchange Inc. (“COMEX”), London Metal Exchange (“LME”) and Shanghai Futures Exchange and is found in many mining jurisdictions around the world, including the Americas, Africa and Australia. After copper ore is mined, it is transformed through a series of processing steps into a highly versatile metal that ultimately serves as a foundational input into many end-use applications. Copper is a cornerstone of industrialization and is currently at the forefront of a global shift towards a green economy. Its exceptional conductivity and recyclability make it an indispensable component in a wide array of modern technologies and applications, from renewable energy systems to electric vehicles to high-capacity data centers. The global copper market is experiencing robust growth and, while traditional industrial applications continue to represent a substantial portion of copper consumption, the most dynamic growth segments are intrinsically linked to advancements in technology and AI. The four primary disrupting factors of copper demand – AI technological boom, global economic development, energy transition and increased defense spending targets – are alone expected to account for a combined 40% of copper demand growth expected by 2035, according to Wood Mackenzie.

Industry forecasts indicate that the next 25 years will require more copper than has been produced throughout human history.

Source: Wood Mackenzie

Source: Wood Mackenzie

According to Wood Mackenzie, global refined copper consumption in 2025 totaled 27.8 Mt (up from 26.8 Mt in 2024) and is expected to grow to 34.0 Mt by 2040. The majority of demand today remains linked to traditional end-use markets, including construction, infrastructure, transportation and defense. The global transition towards battery electric vehicles and sustainable or renewable energy sources, such as solar and wind power, has represented most of the growth in recent years and is expected to remain a key contributor going forward. However, consumption growth rates are expected to be even further enhanced by demand from AI, digital infrastructure and electrification initiatives. Global copper consumption grew at an annual growth rate of approximately 1.9% from 2015 to 2025 and is expected to grow at a compound annual growth rate of 2.2% from 2025 to 2035 due in large part to copper’s numerous technology end-use applications.

The increasing computational requirements of AI, particularly for advanced machine learning models and extensive data analytics, necessitate a vast expansion of global data center infrastructure. These facilities are intensive consumers of copper, which is essential for high-speed data transmission networks, efficient power distribution within racks and across facilities and advanced liquid cooling systems. Copper’s exceptional thermal conductivity is crucial for dissipating the significant heat generated by high-performance computing hardware, including graphics processing units and specialized AI accelerators. AI-optimized data centers require significant kilowatts per rack to handle intensive computational workloads, a substantial increase over traditional data centers, necessitating thicker copper wiring, more robust copper bus bars and significantly enhanced cooling systems. Every square meter in an AI-optimized facility contains significantly more copper than conventional data centers due to these enhanced power and cooling requirements. According to Wood Mackenzie, the increasing electricity requirements of AI alone is expected to drive copper demand for grid infrastructure to 1.1 Mtpa by 2030 and is a relatively insignificant cost item relative to the overall capital expenditure of data center developments, which can lead to substantial copper demand and price increases.

According to Wood Mackenzie, global refined copper production totaled 27.9 Mt in 2025 (an increase from 27.0 Mt in 2024) and is expected to rise to 34.2 Mt by 2040. However, sources of high-grade copper ore (particularly in open-pit operations) have become increasingly challenging to find in recent years. Accordingly, we expect steady industry cost inflation and a rising marginal cost as miners spend more capital to extract copper from lower-grade deposits. Additionally, required adherence to environmental, social and governance standards is seen as potentially delaying projects even beyond currently envisioned timelines. With timelines from discovery of new resources to first production typically taking in excess of 24 years, management expects the value of high-quality, large deposits that have already been identified and developed to continue to rise.

Source: Wood Mackenzie

Traditional copper mining regions, particularly in South America (e.g., Chile and Peru), are projected to remain dominant sources of copper supply going forward, presenting an opportunity for DRC and Zambia to increase production and, thereby, geographically diversify the global supply picture. In 2025, African supply represented 10.5% of global copper production. The United States is projected to remain a net importer of copper, thereby reinforcing the need to secure long-term supply from Western-aligned nations. U.S. demand for copper is expected to rise by 42.9% from 2.2 Mt in 2024 to 3.1 Mt by 2040, with imports continuing to constitute a significant portion of copper consumption. Currently, imports into the U.S. represent approximately 45% of refined copper consumption and are expected to increase to 70% of refined copper consumption by 2040, as per Wood Mackenzie.

As of March 31, 2026, COMEX copper prices were $5.61 per pound, up over 11% year-over-year and over 40% over the past five years. Pricing is expected to remain a function of supply-demand dynamics and, with a rising deficit expected over the mid-term and long-term, we believe that prices will continue to increase over the long-term. Furthermore, we believe prices will continue to be influenced by a complex interplay of global macroeconomic factors and geopolitical developments, including potential tariffs which can lead to wide variations in regional pricing levels.

Historical Copper Price LME & COMEX ($/lb)

Source: Factset

Summary of the Transactions

We were incorporated in the State of Delaware on January 30, 2025, as Global Transition Resources Inc. On September 17, 2025, we changed our name to CopperTech Metals Inc. CopperTech is the issuer of the common stock offered by this prospectus.

Prior to the Transactions described below, (i) VRHL, a UK incorporated and tax resident company, was the sole stockholder of CopperTech and (ii) VRHL held 79.42% of the outstanding shares of Konkola Plc, with the remainder of the outstanding shares of Konkola Plc held by ZCCM.

The following diagram depicts our simplified ownership structure immediately prior to the Transactions:

The following is a description of the Transactions to implement the internal reorganization prior to consummation of the offering:

VRL, a U.K. company, the parent company of VRHL, will transfer its entire ownership interest in VRJL, a Jersey private company and wholly owned subsidiary of VRL, to CopperTech, a wholly owned subsidiary of VRHL, for nominal cash consideration. As a result of this transfer, VRJL will become a wholly owned subsidiary of CopperTech.

As a result of a series of separate transactions, the Existing Vedanta Liabilities with an aggregate amount of $1,964,000,000, consisting of certain loan receivables owed by Konkola Plc to our affiliates, VRJL II, VRHL and VRL, and certain loan obligations to Konkola Plc to be funded by VRHL, will be contributed to VRJL. VRJL has also assumed the obligation to lend the outstanding balance that has yet to be funded under the Capital Expenditures Support Loan Agreement, being $670.0 million, to Konkola Plc (the “Outstanding Scheme Loan”). CopperTech, as the sole stockholder of VRJL following the Transactions, intends to contribute $670.0 million of the net proceeds of this offering to VRJL to fund the Outstanding Scheme Loan, with such net proceeds to be used for infrastructure and production development at the Konkola Complex. See “Use of Proceeds.” Such contribution is made in fulfilment of VRJL’s funding commitments pursuant to Section 15.1.2 of the KCM Shareholders Agreement as supplemented and amended by the Deed of Adherence, Novation and Guarantee relating to the KCM Shareholders Agreement entered into June 1, 2026 between VRL, VRHL, VRJL, ZCCM, GRZ and Konkola Plc (“Deed of Adherence”). In the event that VRJL fails to satisfy its funding obligations under the Capital Expenditures Support Loan or pursuant to Section 15.1.2 of the KCM Shareholders Agreement, such funding default shall automatically trigger the deemed transfer provisions set out in Section 15 of the KCM Shareholders Agreement, which, among other things, requires the defaulting party to deliver written notice to the other parties, who may elect to treat such notice as an irrevocable offer to sell all of the defaulting party’s shares in and shareholder loans to Konkola Plc.

VRHL will transfer its 79.42% ownership interest in Konkola Plc to VRJL. In consideration, VRJL will issue an intercompany payable with an aggregate amount of approximately $266.0 million to VRHL.

Subsequently, VRHL will contribute such intercompany receivable to CopperTech in exchange for common stock of CopperTech. CopperTech will then contribute such intercompany receivable to VRJL in exchange for common stock of VRJL. As a result, VRJL will hold a 79.42% ownership interest in Konkola Plc and CopperTech will be the sole stockholder of VRJL and a wholly owned subsidiary of VRHL. The loans to be contributed to VRJL pursuant to the Transactions will exclude: (a) the “Funded Scheme Loans” consisting of $330.0 million funded under the Capital Expenditures Support Loan Agreement, $250.0 million funded under the Creditor Settlement Support Loan Agreement and $20.75 million funded under the Community Support Loan Agreement; and; and (b) the “Excluded Legacy Liabilities” consisting of $106.4 million in intercompany advances. VRHL and the relevant Vedanta affiliate will remain the lender of the Funded Scheme Loans and Excluded Legacy Liabilities, respectively.

Pursuant to the Deed of Adherence, VRHL provided an unconditional and irrevocable guarantee for the due and punctual performance of VRJL’s funding obligations under both the Capital Expenditures Support Loan Agreement and Section 15.1.2 of the KCM Shareholders Agreement (the “VRHL Guarantee”). The VRHL Guarantee will become effective following the consummation of the Transactions and will remain in full force and effect for the entire period that VRJL remains a shareholder in Konkola Plc and until all guaranteed obligations have been fully and unconditionally discharged. Pursuant to the Deed of Adherence the Company is also required to contribute $670.0 million of the net proceeds of this offering to VRJL for the purpose of funding the outstanding balance that has yet to be funded under the Capital Expenditures Support Loan Agreement.

The following diagram depicts our simplified ownership structure immediately following the Transactions and this offering, assuming no exercise of the underwriters’ option to purchase additional common stock:

Corporate Information

Our principal executive office is located at 80 Columbus Circle, #72B New York, New York 10023 and our telephone number is (302) 446-5757. We intend for our headquarters to be located in the United States. Our website is https://coppertechmetals.com. The information contained on our website, any website mentioned in this prospectus or any website directly or indirectly linked to these websites is not part of, and is not incorporated by reference in, this prospectus.

Our Stockholder

We are owned by VRL, the parent company of the Vedanta group of companies, through its fully owned subsidiary, VRHL. VRL, is a global diversified natural resources company focused on mining, oil and gas and metals production, with major operations in India, Africa and Australia. Immediately prior to the completion of this offering, VRL beneficially owned 100.0% of our common stock and, upon completion of this offering, VRL will indirectly hold through its affiliates approximately % of our outstanding common stock (or % if the underwriters exercise their option to purchase additional shares of common stock in full).

Upon completion of this offering, we will be a “controlled company” under NYSE corporate governance standards and intend to rely on the corporate governance exemption related thereto. See “Risk Factors—Risks Relating to our Common Stock and the Offering—We will be a ‘controlled company’ within the meaning of the NYSE corporate governance rules. As a result, we will qualify for exemptions from certain U.S. corporate governance requirements and such exemptions could have an adverse effect on our public stockholders.”

Risk Factors Summary

Investing in our common stock involves risks. You should carefully consider the risks described in the section entitled “Risk Factors” before making a decision to invest in our common stock. If any of these risks actually occur, our business, financial condition or results of operations would likely be materially adversely affected. In such case, the trading price of our common stock would likely decline, and you could lose all or part of your investment. The following is a summary of some of the principal risks we face:

Summary of Risks Relating to our Business

Failure to achieve production estimates, either at all, or on the expected timeframe, could have a material adverse impact on our cash flows, profitability, results of operations and financial condition.

The volume of materials that we recover may be materially lower than our Mineral Reserve and Mineral Resource estimates, including due to an actual mine life that is materially shorter than our estimated mine life and various other factors. More stringent regulations, market price fluctuations and changes in operating and capital costs may render certain Mineral Reserves and Mineral Resources uneconomical to mine.

Capital and operating cost estimates made in respect of our mines and development projects may be significantly lower than actual capital and operating costs.

We may be adversely affected by the availability and cost of key inputs.

We derive all of our revenue from operating assets located in Zambia. Unpredictable government or third-party intervention in our operations in Zambia has had, and could in the future have, a material adverse effect on our business, results of operations and financial condition.

All our revenue is derived from operations in Zambia which has underdeveloped physical, financial, political, medical and institutional infrastructure.

Estimates of Mineral Reserves and Mineral Resources are subject to evaluation uncertainties that could result in project failure.

There are inherent uncertainties in valuing mining interests, including estimating Mineral Reserves and Mineral Resources. Differences between our assumptions and market conditions during the operational phase of our assets may result in the impairment of the book value of our mining interests, which could have a material adverse impact on our results of operations and financial condition.

Mining is inherently dangerous and subject to conditions or events beyond our control, which could have a material adverse effect on our business.

Our ownership of Konkola Plc is held jointly with ZCCM, an entity controlled by the GRZ, who also holds a special share in Konkola Plc, and whose interests may conflict with ours.

Our business may be exposed to risks associated with a concentrated customer base.

Potential developments in the United States, regulatory uncertainty, tariff threats and trade tensions may affect our business, results of operations and political or financial condition.

The incorporation of AI into our operations is new and untested and may not be successful or yield the anticipated benefits.

Our holding company structure makes us dependent on the operations of our subsidiaries.

Fluctuations in the price of metals, in particular, copper, and energy sector commodities could have a material adverse impact on our business, results of operations and financial condition.

We are subject to taxation risk.

We are subject to health, safety and environmental laws and regulations, and concessions, authorizations, licenses and permits are subject to expiration, suspension, limitation on renewal and various other risks and uncertainties.

We may not be able to replenish our Mineral Reserves.

Our business is exposed to the cyclicality of global economic activity and we may not be able to adjust production volume or costs in response to fluctuations in prices and demand for the metals we produce.

Our operations may be negatively affected by global financial conditions.

We may not be able to secure financing on favorable terms, or at all, to meet our future capital needs.

Mining operations, development projects and exploration activities are subject to extensive regulations, including environmental, health and safety and other regulations, as well as the need to manage relationships with local communities.

Negative publicity could adversely affect our reputation as well as our business, financial results, and stock price.

We have identified material weaknesses in our internal control over financial reporting, and if we are unable to remediate the material weaknesses, experience additional material weaknesses or if we fail to develop and maintain effective internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired, which may adversely affect investor confidence in us and, as a result, the value of our common stock.

Summary of Risks Relating to our Common Stock and the Offering

Following the completion of this offering, Vedanta will control a majority of the voting power of our common stock, which will prevent you and other stockholders from influencing significant decisions.

Following the completion of this offering, we will be a “controlled company” within the meaning of the NYSE corporate governance rules. As a result, we will qualify for exemptions from certain U.S. corporate governance requirements and such exemptions could have an adverse effect on our public stockholders.

We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

The market price of our common stock may be volatile, and your investment could suffer or decline in value.

If securities analysts do not publish research or reports about our business or if they downgrade our common stock or securities issued by other companies in our sector, the price and trading volume of our common stock could decline.

The economic value of your investment may be diluted.

Holders of our common stock may not receive any dividends.

Although we ceased to be an emerging growth company prior to this offering, we will continue to be treated as an emerging growth company for certain purposes through the completion of this offering and have decided to take advantage of certain reduced disclosure requirements in the registration statement of which this prospectus forms a part, which may make our common stock less attractive to investors.

There is currently substantial doubt about Konkola Plc’s ability to continue as a going concern.

The historical and pro forma financial information in this prospectus may make it difficult to accurately predict our costs of operations in the future.

The Offering

Issuer		CopperTech Metals Inc.

Common Stock Offered by Us		shares

Option to Purchase Additional Shares of Common Stock		The underwriters have an option to purchase up to an aggregate of additional shares of common stock from us at the initial public offering price, less the underwriting discounts and commissions. The underwriters can exercise this option at any time within 30 days from the date of this prospectus. See “Underwriting.”

Shares of Common Stock to Be Outstanding Immediately After This Offering		shares (or shares if the underwriters exercise their option to purchase additional shares in full).

Voting		Each share of our common stock entitles its holders to one vote. See “Description of Capital Stock.”

Use of Proceeds		We estimate, based upon an assumed initial public offering price of $ per share (which is the midpoint of the price range set forth on the cover page of this prospectus), that we will receive net proceeds from this offering of approximately $ (or $ if the underwriters exercise their option to purchase additional shares of common stock in full), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. VRJL, which will be our wholly owned subsidiary following the Transactions, has assumed the obligation to loan the unfunded balance of $670.0 million under the Capital Expenditures Support Loan to Konkola Plc. As the sole stockholder of VRJL following the Transactions, we intend to contribute $670.0 million of the net proceeds of this offering to VRJL to loan the outstanding balance of the Capital Expenditures Support Loan to Konkola Plc. Such contribution will be used by Konkola Plc to meet capital development and infrastructure requirements of the Konkola Deep Mine Project at the Konkola Complex. Any remaining net proceeds following the contribution to Konkola Plc under the Capital Expenditures Support Loan will also be utilized to further develop Konkola Plc’s operations as set out below:

		● $ million for capital development and infrastructure requirements of the underground mine at the Konkola Complex; ● $ million for TLP upgrades, the construction of the new TLP 2 facility for processing TD05 tailings, smelter upgrades and the extension of mining operations at the Nchanga Complex; ● $ million for the utilities and infrastructure set up to enable the growth of the KCM Complex, including equipment replacement and ongoing maintenance; and ● for working capital and general corporate purposes.

		See the section entitled “Use of Proceeds.”

Dividend Policy		We have never declared nor paid a dividend on our capital stock. We currently do not anticipate paying any cash dividends on our common stock for the foreseeable future. We intend to retain any earnings for use in our business. Any declaration and payment of future dividends or other distributions to holders of our common stock will be at the discretion of our board of directors in accordance with applicable law and will depend on many factors, including our financial condition, earnings, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends or other distributions and other considerations that our board of directors deems relevant. See the section entitled “Dividend Policy.”

		Our ability to pay dividends on our common stock will depend on our receipt of loan repayments from Konkola Plc, cash distributions and dividends from our direct and indirect operating subsidiaries. Pursuant to the KCM Shareholders Agreement, distributions from Konkola Plc are subject to the Konkola Waterfall prioritizing interest and partial principal on shareholder loans and other specified liabilities. Although VRJL will be entitled to receive repayments of the $670.0 million to be funded to Konkola Plc pursuant to the Capital Expenditures Support Loan Agreement, repayments will only commence once Konkola Plc has positive cash flows pursuant to the Konkola Waterfall. Similarly, repayments on any loans made by CopperTech to Konkola Plc, including of the net proceeds, will be limited by the requirements of the Konkola Waterfall. This may ultimately limit or delay our ability to receive dividends or other distributions from Konkola Plc. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources”.

Controlled Company		Upon completion of this offering, Vedanta will continue to beneficially own more than 50% of the voting power of our outstanding common stock. As a result, we intend to avail ourselves of the “controlled company” exemptions under the rules of NYSE, including exemptions from certain of the corporate governance listing requirements. See “Management—Controlled Company Exemption” and “Certain Relationships and Related Party Transactions.”

NYSE Listing		We have applied to list our common stock on the NYSE under the symbol “CUX”. There can be no assurance that the NYSE will approve our listing application. The closing of this offering is contingent upon the successful listing of our common stock on the NYSE.

Risk Factors		See the section entitled “Risk Factors” beginning on page 30 for a discussion of factors you should carefully consider before deciding to invest in our common stock.

The number of shares of common stock to be outstanding after this offering is based on shares of our common stock outstanding as of March 31, 2026, after giving effect to (i) the Transactions and (ii) the IPO Award Issuance (as defined below), and excludes:

shares of common stock issuable upon the IPO Award which will become fully vested on the completion of this offering; and

shares of our common stock reserved for issuance under our equity incentive plan.

Unless otherwise indicated, all information in this prospectus assumes or gives effect to:

the completion of the Transactions;

a -for-one forward stock split of our common stock, which will occur prior to the consummation of this offering;

the filing and effectiveness of our amended and restated certificate of incorporation and the adoption of our amended and restated bylaws, each of which will occur immediately prior to the closing of this offering;

an initial public offering price of $ per share of common stock, which is the midpoint of the pricing range set forth on the cover page of this prospectus; and

no exercise of the underwriters’ option to purchase up to additional shares of common stock from us in this offering.

Summary Historical and UNAUDITED Pro Forma CONDENSED Consolidated COMBINED Financial INFORMATION

The following table presents summary historical consolidated financial information of Konkola Plc and its subsidiaries as of the dates or the periods indicated. The summary consolidated statements of operations and statements of cash flows for the years ended March 31, 2026 and 2025 and the consolidated balance sheet as of March 31, 2026 and 2025 are derived from the audited consolidated financial statements of Konkola Plc and related notes included elsewhere in this prospectus, which have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”).

Historically, our business has been operated through Konkola Plc, together with its subsidiaries. CopperTech was formed for the purpose of this offering and has engaged to date only in activities in contemplation of this offering. As such, the summary historical financial information of CopperTech has not been presented. Upon the completion of the Transactions, CopperTech will hold a 79.42% interest in Konkola Plc, and the financial results of Konkola Plc will be consolidated in our financial statements. For more information regarding the Transactions, see “—Summary of the Transactions.” The historical consolidated financial information of Konkola Plc and its subsidiaries reflect the results of operations and the financial position of Konkola Plc as a whole, including the interests attributable to the non-controlling interest.

The summary unaudited pro forma condensed consolidated combined statement of operations for the year ended March 31, 2026 gives effect to the Transactions and this offering, as if they had occurred on April 1, 2025. The summary unaudited pro forma condensed consolidated combined balance sheet as of March 31, 2026 gives effect to the Transactions and this offering, as if they had occurred on March 31, 2026.

The summary of Konkola Plc’s consolidated financial information and the pro forma financial information set forth herein should be read together with the consolidated financial statements and the related notes appearing elsewhere in this prospectus, as well as the section entitled “Unaudited Pro Forma Condensed Consolidated Combined Financial Information ” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

We have made rounding adjustments to some of the figures included in this prospectus. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that precede them.

Consolidated Statement of Operations Information

	Historical Konkola Copper Mines Plc						Pro Forma CopperTech Metals Inc.
	Years Ended March 31,						Year Ended March 31,
	2025			2026			2026
(in thousands, except for share and per share amounts)
Net sales		397,986			1,330,105
Cost of sales		(629,755	)		(1,297,576	)
Gross (loss) profit		(231,769	)		32,529
Selling and distribution expenses		176			403
General and administration expenses		70,435			78,988
Operating loss		(302,380	)		(46,862	)
Other income (expense)
Other income		8,210			8,454
Foreign exchange loss, net		(56,053	)		(240,757	)
Reorganization items, net		1,622,423			-
Interest income		1,559			3,013
Interest expenses		(370,676	)		(133,159	)
Other income (expense), net		1,205,463			(362,449	)
Income (loss) before income tax benefit		903,083			(409,311	)
Income tax benefit		19,445			69,650
Net income (loss)		922,528			(339,661	)
Net loss attributable to non-controlling interest		-			-
Net gain/ (loss) attributable to CopperTech and subsidiaries		922,528			(339,661	)
Net (loss) income per share attributable to common stockholders:
Basic earnings/(loss) per share		0.84			(0.31	)
Diluted earnings/(loss) per share		0.84			(0.31	)
Weighted average number of common shares outstanding—basic and diluted		1,098,677,473			1,098,677,473

Consolidated Balance Sheet Information

	Historical Konkola Copper Mines Plc			Pro Forma CopperTech Metals Inc.⁽¹⁾
(in thousands)
Financial Position
Total current assets		733,114
Total assets		2,033,175
Total current liabilities		394,287
Total liabilities		2,584,060
Total shareholder’s equity		(550,885	)

(1)

Reflects the pro forma balance sheet data for CopperTech Metals Inc. after giving effect to (i) the Transactions, (ii) the IPO Award and (iii) the issuance and sale by us of shares of common stock in this offering at the assumed initial public offering price of $ per share (which is the midpoint of the price range set forth on the cover page of this prospectus).

	Years Ended March 31,
(in thousands)	2026			2025
Cash Flow Summary
Net cash used in operating activities		(66,302	)		(266,555	)
Net cash used in investing activities		(96,382	)		(13,206	)
Net cash provided by financing activities		253,372			337,772
Effect of exchange rate changes on cash and cash equivalents		(377	)		(152	)

	Years Ended March 31,
	2026		2025
Production Metrics
Payable copper produced (lb, in thousands)		284,218		106,604
Payable copper sold (lb, in thousands)		278,721		102,081

Non-GAAP Measures of Konkola Plc

	Years Ended March 31,
(in thousands)	2026		2025
Non-GAAP Measures
Adjusted EBITDA (in thousands)⁽¹⁾		52,881		(202,791	)
C1 Cash Cost $/ lb Cu⁽²⁾		4.32		5.55
AISC $/ lb Cu⁽²⁾		4.71		5.83
Realized copper price (“RCP”) $/ lb Cu⁽²⁾		4.77		3.90

(1)

We calculate Adjusted EBITDA as net (loss)/income before interest expense and income, income tax expense (benefit), depreciation, as adjusted to exclude foreign exchange gain (loss) and other non-recurring items such as reorganization items. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Measures” for a reconciliation to Net (Loss) / Income.

(2)

We calculate C1 of copper as cost of sales adjusted to include general and administrative expenses and exclude royalties and depreciation as they are not direct production costs or cash costs. C1 is a non-GAAP measure based on production volumes. We believe there is no directly comparable measure under GAAP but have included a reconciliation to Cost of Sales, a GAAP measure. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Measures.”

(3)

We calculate AISC as cost of sales adjusted to include general and administrative expenses and sustaining capital expenditures and exclude depreciation. AISC is a non-GAAP measure based on production and sales volumes. We believe there is no directly comparable measure under GAAP but have included a reconciliation to Cost of Sales, a GAAP measure. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Measures.”

(4)

We calculate RCP from sales, net of distribution costs. RCP is a non-GAAP measure based on sales volumes. We believe there is no directly comparable measure under GAAP but have included a reconciliation to Net Sales, a GAAP measure. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Measures.”

An investment in our common stock involves a high degree of risk. You should consider carefully the following risks, together with the financial and other information contained in this prospectus, before you decide to purchase our common stock. If any of the following risks or uncertainties actually occurs, our business, results of operations and financial condition could be materially and adversely affected. In that case, the market price of our common stock could decline and you may lose all or a part of your investment. The risks discussed below are not exhaustive; additional risks or uncertainties not currently known to us, or that we currently deem immaterial, may also have a material adverse effect on our business, results of operations and financial condition. We cannot assure you that any of the events discussed below will not occur.

We have prepared estimates of our future copper and cobalt production. We cannot give any assurance that such estimates (or the underlying assumptions) will prove to be accurate or if the estimates will be achieved. Failure to achieve production estimates or product quality could have a material adverse impact on our future cash flows, profitability, results of operations and financial condition. Additionally, most of our estimated Mineral Resources are Inferred Mineral Resources, which do not currently, and may not ever, have economic viability. If our Inferred Mineral Resources are not converted to Mineral Reserves, the life of our mines would be decreased substantially which would materially impact our financial condition and results of operations. The realization of production estimates are dependent on, among other things, the accuracy of Mineral Reserve and Mineral Resource estimates, the accuracy of assumptions regarding ore grades and recovery rates, ground conditions (including hydrology), the physical characteristics of ores (including the prevalence of different ore types), the presence or absence of particular metallurgical characteristics, the availability of, and our ability to enter into agreements to purchase, third-party concentrate and the accuracy of the estimated rates and costs of mining, ore haulage and processing. Konkola Plc intends to deploy $2.7 billion in capital expenditures including $0.5 billion in sustaining capital expenditures at the KCM Complex to drive an increase in the production of copper to up to approximately 270 Ktpa (consisting of approximately 180 Ktpa Integrated production and approximately 90 Ktpa from third-party sources) over the remaining operational mine life of Konkola Plc from Fiscal 2030. Despite our investment and significant time and management attention spent on increasing production capacity, we may not achieve our intended increase or any increase at all. Actual production may vary from estimates for a variety of reasons, including the actual ore mined varying from estimates of grade or tonnage; dilution and metallurgical and other characteristics (whether based on representative samples of ore or not); short-term operating factors such as the need for sequential development of ore bodies, the processing of new or adjacent ore stopes from those planned and the absence of dewatering to facilitate secondary development; mine failures or slope failures; industrial accidents; natural phenomena such as inclement weather conditions, floods, droughts, rock slides and earthquakes; encountering unusual or unexpected geological conditions; changes in power costs and potential power shortages; shortages of principal supplies needed for mining operations, including explosives, fuels, chemical reagents, water, equipment parts and lubricants; plant and equipment failure; the inability to process certain types of ores; skilled labor shortages or strikes; community opposition; and restrictions or regulations imposed by government agencies or other changes in the regulatory environment. Such occurrences could also result in damage to mineral properties or mines, interruptions in production, injury or death to persons, damage to our property or others’ monetary losses and legal liabilities in addition to adversely affecting mineral production. These factors may cause our operations to become unprofitable, forcing us to cease production. Mineral Resources and Mineral Reserves are reported as general indicators of mine life, however, this should not be interpreted as assurances of mine life or of the profitability of current or future operations. See “—We have completed conceptual studies to assess the economic potential of our Mineral Resources. Conceptual studies are not feasibility studies and are lower in confidence as compared to feasibility studies. The results of our conceptual studies may not accurately reflect actual capital requirements, operating costs or revenues from any potential future production” and “—Our goal to increase copper production from our mining assets is dependent on a number of factors, including substantial investment to establish necessary mining and processing systems.”

To extend the lives of our mines and projects, to strive to ensure the continued operation of the business and to realize our growth strategy, it is essential that we convert Mineral Resources into Mineral Reserves, continue to develop our resource base through the realization of identified mineralized potential and/or undertake successful exploration or acquire new resources.

The figures for Mineral Resources and Mineral Reserves estimated by us are estimates only and no assurance can be given that the anticipated tonnages and grades are accurate or will be achieved, that the indicated level of recovery will be realized or that the Mineral Resources and Mineral Reserves could be mined or processed profitably or at all. Actual Mineral Reserves, if any, may not conform to geological, metallurgical or other expectations, and the volume and grade of ore recovered may be below the estimated levels. There are numerous uncertainties inherent in estimating Mineral Resources and Mineral Reserves, including many factors beyond our control. Such estimation is a subjective process, and the accuracy of any Mineral Reserve and Mineral Resource estimate is a function of the quantity and quality of available data, the underlying assumptions and judgments used in engineering, geological, and economic interpretation. Data used in these estimates is based on historical figures that do not necessarily have strong or state of the art internal controls and may not be reflective of future mining conditions; any updates to data may result in downward revisions in our estimates of Mineral Resources or Mineral Reserves, including for many factors that are out of our control. Short-term operating factors relating to the Mineral Resources and Mineral Reserves, such as the need for orderly development of the ore bodies or the processing of new or different ore grades, may cause the mining operation to be unprofitable in any particular accounting period. In addition, there can be no assurance that metal recoveries in small scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production. Lower market prices, increased production costs, the presence of deleterious elements, reduced recovery rates and other factors may result in revision of our Mineral Reserve and Mineral Resource estimates from time to time or may render our Mineral Reserves and Mineral Resources uneconomic to exploit. Resource and reserve data are not indicative of future results of operations. If our actual Mineral Resources and Mineral Reserves are less than current estimates or if we fail to develop our resource base through the realization of identified mineralized potential, our results of operations or financial condition may be materially and adversely affected.

Mineral Resources that are not Mineral Reserves do not have, and may not achieve, demonstrated economic viability. Due to the uncertainty which may be attached to Inferred Mineral Resources, there is no assurance that Inferred Mineral Resources will be upgraded to Measured or Indicated Mineral Resources as a result of continued exploration.

Capital and operating cost estimates made in respect of our mines and development projects may be significantly lower than actual capital and operating costs.

Capital and operating cost estimates are based on the interpretation of geological and hydrological data, feasibility studies, anticipated climatic conditions, market conditions for required products and services, and other factors and assumptions regarding foreign exchange currency rates. The accuracy of our capital and operating cost estimates could be affected by unanticipated changes in the grade and tonnage of ore to be mined and processed, inaccurate data on which engineering assumptions are made, delays in construction schedules, unanticipated transportation costs, the accuracy of major equipment and construction cost estimates, the accuracy of operating costs, any labor negotiations, changes in government regulation (including regulations regarding prices, cost of consumables, royalties, duties, taxes, permitting, operating conditions and restrictions on production quotas on exportation of minerals), raw material costs and title claims.

Our competitive position depends on our ability to control operating costs. The cost structure of our operations is based on the location, grade and nature of the ore body and the management skills at each site as well as the costs of key inputs such as electricity, fuel, sulfuric acid, concentrate, tires for mining equipment and other supplies. If any such supplies become unavailable or their cost increases significantly, the productivity and profitability of our mines would be impacted and operations at our mines could be bottlenecked, interrupted or halted, resulting in a significant adverse impact on our results of operations and financial condition. For example, our production is dependent on the availability of sulfuric acid, and the volume of sulfuric acid required is dependent on the input feed quality. Although we are capable of being our own primary source of sulfuric acid via the acid plant at our smelter operations, make up supplies are sometimes purchased from the local market as required. In the past we have occasionally been unable to procure a sufficient quantity of sulfuric acid due to limitations in availability in Zambia and increases in sulfur prices globally, and our operations may be similarly curtailed in the future.

Many of our costs are driven by supply and market demand. For example, the cost of local materials, such as explosives, fuel, chemicals/reagents and electricity, will vary based on demand. Wages can be affected by inflation, currency exchange rates, government policies, regulations and shortages of experienced human resources. The costs of fuel and other commodities are driven by global market supply and demand. Our main cost drivers include the cost of labor plus consumables such as electricity, fuel, chemicals/reagents and transportation. In recent years, the mining industry has been impacted by increased worldwide demand for critical resources such as input commodities, drilling equipment, tires and skilled labor, and these shortages may cause unanticipated cost increases and delays in delivery times, thereby impacting operating costs, capital expenditures and production schedules. The war in Ukraine and the sanctions imposed on Russia resulted in increased input costs, particularly for energy and ammonium nitrate, used in explosives by the mining industry, of which Russia was a significant global supplier. Similarly, the conflict in the Middle East and potential closure of the Strait of Hormuz could significantly increase global energy costs, particularly for oil and gas.

Concentrate availability, treatment charges and transportation costs are also a significant component of operating costs. The smelter’s operations are critically dependent on a consistent and sufficient supply of third-party concentrate blended to meet specific feed chemistry requirements, including for a particular composition of chalcocite and chalcopyrite minerals. KCM’s own concentrates carry elevated silica and magnesia content that exceed the Nchanga smelter’s preferred operating parameters and the addition of chalcopyrite-dominant third-party concentrate with high iron and low silica content is a metallurgical design requirement necessary to achieve the chemical balance required for stable furnace operation and optimal copper recovery. A shortfall in third-party concentrate availability could prevent the smelter from meeting its minimum feed thresholds necessary to sustain operation, which could in turn lead to a complete shutdown of the smelter, resulting in production losses and a negative impact on our results of operations. In the past, the DRC government, one of our main suppliers of concentrate, has suspended all exports on concentrates to put pressure on mining companies to support policy changes and may continue to do so in the future. Concentrate treatment and refining charges and fuel prices have been volatile in recent years. Third-party concentrate used in our operations is primarily sourced from the Copperbelt region. Although the Copperbelt region represents one of the world’s largest copper-producing areas and production is forecast to grow over the life of the mines at the Konkola Complex, a number of the largest upcoming Copperbelt mine expansions are expected to be accompanied by dedicated on-site smelting capacity, which could have an overall effect of reducing the volume of concentrate available to third-party buyers. We do not currently have binding long-term supply contracts in place for third-party concentrate beyond 2026. Further, the expansion of mines in the region to include dedicated on-site smelting capacity may lead to a reduction of concentrate available to third-party buyers. Although the decrease in supply is expected to be partially offset by growing production from Zambian and DRC mines, our ability to procure the necessary volume and type of third-party concentrate, or at prices we consider to be economically viable, may become limited.

Our operations, by their nature, use large amounts of electricity and energy. Energy availability and prices can be affected by numerous factors beyond our control, including global and regional supply and demand, political and economic conditions, applicable regulatory regimes and policies (which may include sanctions and/or other constraints on trade), as well as adverse weather conditions (especially in Zambia which is reliant on hydro-electric generation). We have a 15-year power supply agreement with ZESCO that will expire in 2036 with variable pricing based on tariffs. Pursuant to this agreement, we may only source power from a supplier other than ZESCO to cover any shortfall in ZESCO’s supply. As such, we are reliant on ZESCO’s ability to provide uninterrupted and sufficient power. On February 29, 2024, Zambia’s President declared a national emergency in response to a drought aggravated by El Niño – Southern Oscillation. As Zambia depends on hydro generation for most of its energy supply, the drought has had a significant impact on the country’s power availability. Zambia’s energy situation has remained challenging since the fourth quarter of 2024. ZESCO has maintained supply, but increased the price of electricity due to imported supply during the drought period. Previous loss of power has required Konkola Plc to obtain an alternative supply of power from other local energy companies, rely on diesel generators and import power from other sources through ZESCO. Total loss of power for extended periods of time could result in, among other impacts, mine flooding, loss of mine ventilation and loss of production. These increases in electricity and energy prices may have a material adverse impact on our liquidity, business, results of operations and financial condition.

We are also dependent on third parties for rail, truck and maritime services to transport our products, and contract disputes, demurrage charges, rail and port capacity issues, availability of vessels, weather and climate and other factors can have a material adverse impact on our ability to transport our products according to schedules and contractual commitments.

In Fiscal 2026 and Fiscal 2025, we derived all of our revenue from operations located in Zambia. Our operations in Zambia, whose government has a history of making significant and unpredictable changes in policies and laws, are vulnerable to disruption due to such government changes and hazards generally associated with the mining industry and open pit mining.

Further, our ownership interest in Konkola Plc is subject to third-party risk arising from ZCCM, the minority shareholder of Konkola Plc, of which the GRZ is a shareholder. See “—Our ownership of Konkola Plc is held jointly with ZCCM, an entity controlled by the GRZ, who also holds a special share in Konkola Plc, and whose interests may conflict with ours.” Government or third-party intervention in our operations have in the past, and could in the future, result in a suspension of Konkola Plc’s operations or a reduction in production and have a material adverse effect on our business, results of operations and financial condition.

For example, in 2019, Konkola Plc and ZCCM were involved in a shareholder dispute arising out of ZCCM’s allegations that Konkola Plc was being managed in a manner detrimental to ZCCM’s interests as a minority shareholder, was failing to meet obligations to suppliers and contractors, experiencing negative cash flow, had incurred substantial operational losses and had failed to develop certain mining areas as required under its mining licenses. ZCCM filed a petition in the High Court of Zambia seeking to wind up Konkola Plc, pursuant to which the High Court of Zambia granted an ex parte order placing Konkola Plc under provisional liquidation on May 21, 2019. The Provisional Liquidator was subsequently appointed and assumed immediate operational control, displacing Vedanta from the management of Konkola Plc. During the period in which Konkola Plc was under the control of the Provisional Liquidator, total copper production of Konkola Plc was reduced from previous levels and infrastructure at the KCM Complex was degraded. Between 2019 and 2022, Vedanta launched a series of challenges to ZCCM’s bypassing of the mandatory arbitration provisions in the then-existing shareholders’ agreement, and proceeding directly to court by instituting provisional liquidation and in March 2022, the Supreme Court of Zambia ruled that the provisional liquidation was not lawfully instituted. Consequently, Vedanta’s legal ownership and beneficial ownership over Konkola Plc remained intact throughout the dispute. In 2022, following a review of the Konkola Plc matter, the GRZ determined that control should be returned to Vedanta as the legal majority owner of Konkola Plc and in November 2023, Vedanta and ZCCM entered into the Scheme of Arrangement and the KCM Shareholders Agreement. The Scheme of Arrangement with respect to legacy creditor claims was sanctioned by the High Court of Zambia on June 28, 2024, and became effective on July 31, 2024, the Scheme Effective Date. Upon the Scheme Effective Date, the Provisional Liquidator was removed and VRHL’s control and ownership of Konkola Plc was reinstated. Such government or third-party intervention could occur again and any such intervention in our operations could have a material adverse effect on our business, results of operations and financial condition.

All our revenue is derived from operations in Zambia which has underdeveloped physical, financial, political, medical, and institutional infrastructure.

All of our mining operations are currently conducted in Zambia and all of our revenue is generated in Zambia. While Zambia is generally regarded as politically stable, it experiences election-related political tensions, significant and unpredictable changes in government policies and laws, illegal mining activities, lack of law enforcement and labor unrest. As Zambia lacks physical and institutional infrastructure, our operations are subject to various increased economic, political and other risks, election or politically-related tensions, unrest, nationalization, expropriation, changing fiscal regimes and uncertain regulatory environments, changing tax and royalty regimes and challenges to or reviews of our legal and contractual rights. In the event of any challenges to or reviews of our legal and contractual rights, there are risks associated with litigation and we may not be able to enforce these contracts, maintain mining titles or actually claim any awards or damages obtained through international arbitration. For instance, in 2019, ZCCM filed a petition for the winding up of Konkola Plc resulting in the provisional liquidation of Konkola Plc, which was subsequently withdrawn in 2024.

HIV, malaria, and other diseases are serious threats to maintaining a skilled workforce. The per capita incidence of the HIV virus in Zambia is among the highest in the world. As such, HIV remains a major healthcare challenge faced by our Zambian operations. There can be no assurance that we will not lose members of our workforce or lose workforce man-hours to illnesses, which may have a material adverse effect on our operations.

Estimates of Mineral Reserves and Mineral Resources are subject to evaluation uncertainties that could result in project failure.

Our mining operations are faced with risks associated with being able to accurately predict the quantity and quality of Mineral Resources or Mineral Reserves within the earth using statistical sampling techniques. Estimates of Mineral Resources or Mineral Reserves on our properties are made using samples obtained from appropriately placed trenches, test pits and underground workings and intelligently designed drilling. Data quality and age can negatively impact the accuracy of our estimates. For example, there is an inherent variability of assays between check and duplicate samples taken adjacent to each other and between sampling points that cannot be reasonably eliminated. Additionally, we may re-evaluate our Mineral Resources and Mineral Reserves from time to time and our Mineral Resources and Mineral Reserves may change depending on further geological interpretation, drilling results and metal prices. There may be unknown geological details that have not been identified or correctly appreciated at the current level of accumulated knowledge about our properties. All of these factors could result in uncertainties that cannot be reasonably eliminated from the process of estimating potential Mineral Resources or Reserves, and may lead to Mineral Resources or Reserves being overstated or otherwise unreliable.

As described in the Initial Assessment TRS, a large proportion of our Mineral Resources is classified as Inferred. Although we are actively pursuing the conversion of our Mineral Resources into Mineral Reserves, the results of our drilling activities may not support such conversion. Further, we may never be successful at converting our Mineral Resources into Mineral Reserves. If we are unable to convert, or are delayed in converting, our Mineral Resources into Mineral Reserves, our exploitation plan may not lead to commercially viable operations in the future, which would materially adversely impact our results of operations and financial condition.

Mining and mineral interests are our most significant assets and represent capital expenditures related to the acquisition of mineral rights, development of mining properties and related plant and equipment. The investments associated with mining properties include rights over producing properties as well as properties under development and properties at prospecting stage.

We review and evaluate our mining interests for impairment at least annually or when events or changes in circumstances indicate that relevant book values may not be recoverable. Future cash flows are estimated based on expected future production, commodity prices, exchange rates, operating costs and capital costs. There are numerous uncertainties inherent in estimating Mineral Reserves and Mineral Resources. Differences between management’s assumptions and market conditions during the operational phase of our assets may have a material effect on our results of operations and financial condition.

Mining is inherently dangerous and subject to conditions or events beyond our control, which could have a material adverse effect on our business.

Our business operations are subject to risks and hazards inherent in the mining industry that may result in damage to our property and reputation, interruptions to our operations and possible legal liability. These risks and hazards include but are not limited to:

Mining operations inherently involve significant operational risks that can endanger the safety and well-being of personnel working both inside and around the mines and plants. Employees are routinely exposed to hazardous conditions, including the risk of industrial accidents, equipment failures, rock falls, cave-ins, flooding, and exposure to hazardous substances. The unpredictable nature of underground environments, combined with the use of heavy machinery and explosives, increases the likelihood of serious injuries or fatalities. Despite our implementation of safety protocols and ongoing training, in recent years we have experienced fatal onsite accidents involving transport, falls, rock falls, and blasting, some of which have been, and are being, investigated by the Mine Safety Department, and may result in liabilities or enforcement actions. We may in the future continue to experience unforeseen incidents, which may lead to interruptions in operations, fines, liability, public scrutiny, and damage to our reputation.

Managing the volume of waste rock and tailings produced in our mining operations presents significant environmental, safety and engineering challenges and risks. We maintain large tailings storage facilities, which are effectively large dams that must be engineered, constructed and monitored to assure structural stability and avoid leakages or structural collapse. The failure of tailings dams or other impoundments can cause severe property damage, environmental damage and loss of life, any of which may result in litigation, remediation obligations or other adverse impacts on our operations. The importance of careful design, management and monitoring of large impoundments was emphasized in recent years by large-scale tailings dam failures at unaffiliated mines, which caused extensive property and environmental damage and resulted in the loss of life.

The Konkola Complex is internationally recognized as one of the wettest underground mines, with groundwater inflows averaging approximately 350,000 cubic meters per day. Safe and reliable access to the orebody is critically dependent on the continuous operation of a complex, multi-stage dewatering system, comprising underground pump stations and high-capacity surface discharge infrastructure. The scale and cost of dewatering present ongoing operational and financial risks, particularly in the event of equipment failure, power supply disruptions or lapses in maintenance. Furthermore, limitations in dewatering capacity may constrain access to deeper ore zones and impact the achievable mining rate. Dewatering at the Nchanga Complex underground mine and the Nampundwe mine are also subject to dewatering/flooding risks albeit to a lesser extent than Konkola.

With the Konkola Complex underground mine dewatering pumping rates peaking at approximately 360,000 cubic meters per day, and the Nchanga Complex underground mine peaking at around 75,000 cubic meters per day, the availability of power is essential to our dewatering processes and therefore to our overall operations. As we expand our operations at Konkola, we expect that the amount of dewatering needed will increase significantly, with certain scenarios currently predicting a need for peak pumping rates of approximately one million cubic meters per day, which will increase our need for power.

Any of the aforementioned risks or hazards could materially and adversely affect, among other things, the development of properties, production quantities and rates, costs and expenditures and production commencement dates. Such risks could also result in damage to, or destruction of, mineral properties or processing facilities, environmental damage, interruptions to our operations, monetary losses and possible legal liability.

Our processing facilities are dependent on continuous mine feed to remain in operation. If our mines do not maintain material stockpiles of ore or materials in process, any significant disruption in mine feed or processing throughput, whether due to equipment failures, adverse weather conditions, supply interruptions, export or import restrictions, labor force disruptions or other causes, may have an immediate material adverse effect on our results of operations. A significant reduction in mine feed or processing throughput at a particular mine could cause the unit cost of production to increase to a point where we could determine that some or all of our Mineral Reserves are or could be uneconomic to exploit.

We periodically review mining schedules, production levels and asset lives in our life-of-mine planning for all of our operating and development properties. Significant changes in the life-of-mine plans can occur as a result of mining experience, new ore discoveries, changes in mining methods and rates, process changes, investment in new equipment and technology, previous metals price assumptions and other factors. Based on this analysis, we review our accounting estimates and, in the event of impairment, may be required to write down the carrying value of one or more mines. This complex process continues for the life of every mine.

As a result of the foregoing risks and, in particular, where a project is in a development stage, expenditures on any and all projects, actual production quantities and rates and cash costs may be materially and adversely affected and may differ materially from anticipated expenditures, production quantities and rates and costs. In addition, estimated production dates may be delayed materially, especially to the extent development projects are involved. Any such events can materially and adversely affect our cash flows, business, results of operations and financial condition.

Our ownership of Konkola Plc is held jointly with ZCCM, an entity controlled by the GRZ, who also holds a special share in Konkola Plc, and whose interests may conflict with ours.

We hold 79.42% of the aggregate issued share capital of Konkola Plc, which owns the KCM Complex, with the remaining 20.58% held by ZCCM, which is controlled by the GRZ. The GRZ also holds a special share in Konkola Plc, granting it significant consent rights over key corporate actions, including winding up, major asset disposals, changes to the nature of the business and changes in place of incorporation. These rights, embedded in both the KCM Shareholders Agreement and the Articles of Association of Konkola Plc (the “Konkola Plc Articles of Association”), may restrict our ability to implement significant transactions or strategic changes without GRZ approval.

Transfers of our shares in Konkola Plc, including any change of control (direct or indirect), are subject to preemptive rights in favor of ZCCM and other shareholders. Any transferee must agree to be bound by the KCM Shareholders Agreement, and ZCCM may have the right to acquire our shares in certain circumstances, including a change of control event or a material breach of obligations under the KCM Shareholders Agreement that has a material adverse impact on Konkola Plc or its subsidiaries’ financial condition, assets, or ability to operate its business, or any other material breach.

In addition, Konkola Plc is subject to extensive reserved matters requiring approval from both ZCCM and us (or any future majority shareholder), including major acquisitions, disposals, borrowings, amendments to governance documents and related party transactions. Pursuant to the KCM Shareholders Agreement, distributions from Konkola Plc are subject to the Konkola Waterfall prioritizing interest and partial principal on shareholder loans and other specified liabilities, which may limit or delay our ability to receive dividends or other distributions from Konkola Plc. See “—Our holding company structure makes us dependent on the operations of our subsidiaries” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources”.

There can be no assurance that the interests of the GRZ or ZCCM will not conflict with ours. The governance and consent rights held by ZCCM and the GRZ may restrict our ability to manage our investment, pursue strategic transactions or access cash flows from Konkola Plc, which could adversely affect our business, financial condition and results of operations.

Our business may be exposed to risks associated with a concentrated customer base.

In Fiscal 2026, our top customer accounted for over 28 % of our revenue and in Fiscal 2025, our top customer accounted for over 38% of our revenues. There are inherent risks whenever a large percentage of total revenues are concentrated with a limited number of customers. Changes to or reductions in the buying patterns of these larger customers may expose our business and results of operations to greater volatility. The mix and type of customers, and sales to any single customer, may vary significantly from year to year and have a significant impact on our financial condition, results of operations and cash flows. If our top customer were to substantially reduce, delay or cancel their offtake agreement, we may not be able to replace the business, which may have a significant adverse impact on our results of operations and financial condition. The concentration of our customer base also increases our risks related to the financial condition of our customers, and the deterioration in financial condition of customers or the failure of customers to perform their obligations could have a material adverse effect on our results of operations and cash flows.

Potential developments in the United States, regulatory uncertainty, tariff threats and trade tensions may affect our business, results of operations and political or financial condition.

Our business operations may be adversely affected by changes in regulatory policies. Imposing new tariffs on imports could significantly affect our cost structures and pricing strategies. The uncertainty surrounding potential tariff policies may complicate our supply chain and distribution planning while increasing costs for raw materials and goods. These events, should they materialize, may impact our profitability and competitive positioning in the market.

Additionally, changes in international trade policies and relationships may affect global commodity prices and market conditions and could have a material adverse impact on our business and results of operations. The adoption and expansion of trade restrictions, trade tensions, or other changes in governmental policies related to taxes, tariffs, trade agreements or any related policies may have consequences that are difficult to predict. These developments could adversely affect the demand for our products, costs, customers, suppliers and the U.S. economy and, consequently, could have a material adverse effect on our cash flows, competitive position, results of operations and financial condition.

In April 2025, the U.S. president announced reciprocal or baseline tariffs on imports from virtually all countries under the International Emergency Economic Powers Act (“IEEPA”). In February 2026, following months of litigation, the Supreme Court subsequently struck down the tariffs, ruling that the tariffs exceeded presidential authority under IEEPA. Shortly thereafter, the president imposed a global 10% tariff under Section 122 of the Trade Act of 1974 through July 24, 2026, and is exploring additional duties under Section 301 of the same statute apparently to replace the IEEPA tariff framework. The U.S. government appears to be moving to reimpose the IEEPA tariffs using different legal authorities.

Separately, in July 2025, the United States announced, citing national security concerns, an increase to 50% from the existing 25% tariff on copper under the Section 232 of the Trade Expansion Act of 1962, effective August 1, 2025. These Section 232 tariffs applied to the copper content of imports of semi-finished copper products and copper-intensive derivative products, with refined copper subsequently being excluded from the scope of such tariffs.

On April 2, 2026, the United States announced a new, tiered Section 232 tariff on imports of copper goods applying a 50%, 25%, or 10% rate to the entire value of the products, not just the value of the copper content. Under the prior framework, the Section 232 tariff applied to the copper content and the 10% Section 122 tariff applied to any non-copper content of copper products. Under the new framework, the applicable tiered tariff rate applies to the full customs value of the copper product, and the Section 122 tariff no longer applies. The U.S. Secretary of Commerce is expected to provide an update on domestic copper markets to determine whether to impose a proposed, phased universal import duty on refined copper (including cathodes) of 15% beginning in 2027 and 30% beginning in 2028.

These announcements have contributed to significant fluctuations in the price of copper during 2025. Negotiations with respect to tariffs are ongoing and policies regarding tariffs may continue to change. We and others in the mining sector may also be impacted by geopolitical tensions related to the United States’ approach to strategic minerals, including the perception of how projects associated with particular geographies and value chains may contribute or hinder relevant national security or other interests. This may result in additional regulatory, policy or other impacts, including in indirect manners that can be difficult to monitor and mitigate.

Although we seek to minimize the effect of regulatory uncertainty, tariff threats and trade tensions on our operations, it may ultimately have a material adverse impact on our business, results of operations and financial condition.

The incorporation of AI into our operations is new and untested and may not be successful or yield the anticipated benefits.

We plan to incorporate machine learning and AI into our operations. AI methods are complex and rapidly evolving, and the introduction of AI into new or existing processes may lead to adverse business decisions or operating errors. Information and operational technology systems continue to evolve, and in order to remain competitive, we must implement new technologies in a timely, cost-effective and efficient manner. Our ability to implement new technologies, including AI, may affect our competitiveness and our results of operations.

We anticipate incorporating AI into our operations. At present, we are not using any AI technologies in our operations. As such, delays in the rollout of, deficiencies in the efficacy of or unanticipated costs of the technological developments may affect the accuracy of our capital and operating cost estimates and production estimates. Developing digitized, AI-powered mining operations involves relatively new, untested and evolving technology. The development and implementation of such technology may involve significant time and expense and the viability of the use of such technology in mining operations is uncertain. The likelihood of our ability to achieve lower operating costs and higher productivity from such technology must be considered in light of the expenses, difficulties, complications and delays we may encounter in connection with building digitized, AI-powered mining operations. There is a possibility that substantial effort, resources and management attention could be expended on our AI initiative with little to no productive results, resulting in inefficiency, delays and wasted effort.

Our holding company structure makes us dependent on the operations of our subsidiaries.

CopperTech has no business operations of its own. The only material asset of CopperTech is all of the outstanding capital stock of our subsidiaries. As such, we are dependent on the loan repayments, earnings and cash flow of, and dividends and distributions from, our operating subsidiaries to pay our expenses incidental to being a public holding company and to pay any cash dividend or distribution on our shares of common stock, in each case that may be authorized by our board of directors.

Pursuant to the KCM Shareholders Agreement and the Scheme of Arrangement, Konkola Plc must allocate available cash first to priority payments, including obligations to Zambia Electricity Supply Corporation Limited (“ZESCO”), interest and partial principal on shareholder loans and other specified liabilities before any distributions are made to stockholders. Although VRJL will be entitled to receive repayments of the $670.0 million to be funded to Konkola Plc pursuant to the Capital Expenditures Support Loan Agreement, repayments will only commence once Konkola Plc has positive cash flows pursuant to the Konkola Waterfall. Similarly, repayments on any loans made by CopperTech to Konkola Plc, including of the net proceeds, will be limited by the requirements of the Konkola Waterfall. Cash distributions to CopperTech are only permitted after all such obligations are satisfied and remain subject to the discretion of our board of directors, stockholder approvals and statutory solvency requirements.

As such, although we are not currently subject to external legal or contractual restrictions which prevent us from being able to declare and pay dividends in accordance with our dividend policy, we may be adversely affected if the Zambian government imposes legal restrictions or taxes on dividend distributions by our subsidiaries, and exchange rate fluctuations will affect the U.S. dollar value of any distributions our subsidiaries make with respect to our equity interests in those subsidiaries.

Fluctuations in the price of metals, in particular, copper, and energy sector commodities could have a material adverse impact on our business, results of operations and financial condition.

The profitability of our current operations is directly related and sensitive to the market prices of copper, and will in the future be sensitive to the market prices of cobalt, as well as other metals and energy sector commodities. The prices of these commodities are subject to fluctuation, sometimes widely, and are affected by numerous factors beyond our control, including global supply and demand, expectations with respect to the inflation rate, the exchange rates of the U.S. dollar to other currencies, interest rates, forward selling by producers, central bank sales and purchases, disruptions to the processing and marketing chain, global logistical disruptions, production disruptions and cost fluctuations in major producing regions, political and geopolitical uncertainty and conflicts, global trade disputes, financial conditions and economic, social and environmental factors. Since 2022, the ongoing war in Ukraine and the imposition of sanctions on Russia, a significant producer of copper, has impacted commodity prices, especially in the short term. Furthermore, Russia is a global supplier of oil and gas as well as key inputs such as ammonium nitrate, which is used in explosives by the mining industry. Sanctions imposed on Russian suppliers have resulted in increased operating costs in these areas.

Such prices have been subject to substantial variation, including on occasion rapid short-term changes due to speculative activities, national economic or security decisions or world events. Variation in copper or other metal prices has had and may have a material impact on our cash flows, business, financial condition and results of operations. For example, in 2025, environmental policy, geopolitical challenges and tariffs were significant factors in fluctuations in the price of copper.

Future production from our mining properties is dependent upon the prices of copper, cobalt and other metals being adequate to make such properties economically viable. A decline in the prices of copper, cobalt and other minerals or an increase in energy sector prices may significantly and adversely affect our business or cause our operations to become unprofitable, which may affect our exploration, development and mining activities or cause us to cease production.

In Zambia, where we conduct the majority of our operations, taxation laws are complex and subject to changes and revisions. In recent years, the GRZ has enacted a number of changes to the tax regime relating to mining companies. For example, the Property Transfer Tax (Amendment) Act No. 27 of 2024, which came into effect on January 1, 2025, imposes property transfer tax on transfers of mining and exploration licenses at 10% of realized value for mining licenses and mineral processing licenses, and 8% of realized value for the transfer of shares and exploration licenses. In August 2025, Zambia introduced a Minimum Alternative Tax (“MAT”) under the Income Tax (Amendment) Act No. 10 of 2025, which levies a minimum 1% tax of any company’s annual “turnover”, including companies with substantial revenue but low or no taxable profits. The Minister of Finance is yet to promulgate regulations for the administration, assessment, collection and recovery of MAT under the Income Tax Act. As such, although the Income Tax Act establishes the broad framework for the charging of MAT, the precise definition of “turnover” for MAT purposes, the mechanics of the credit system and its interaction with other tax liabilities and procedures for assessment, collection and enforcement are yet to be promulgated. In 2023, the calculation of mineral royalty tax was revised under the mineral royalty tax regime, changing the calculation of mineral royalty tax to an incremental basis, with mineral royalty tax bands of 4% to 10%, dependent on copper prices. These developments, and future developments, could significantly increase our tax liabilities, and therefore have a material adverse effect on the results of our operations and financial condition.

Change may be made by the Zambian government to the existing taxation framework at any time. We have no control over these changes, and these changes may have a material adverse effect on our business, results of operations and financial condition. For example, in 2004, Konkola Plc entered into a development agreement with the GRZ, pursuant to which GRZ was contractually restricted from increasing corporate income tax rates, altering VAT provisions or introducing new taxes for 15 years (the “Development Agreement”). The Development Agreement was entered into in connection with the GRZ’s initiative to promote and safeguard large-scale investments in the mining sector, during which time the GRZ entered into several development agreements with mining companies and investors. However, in 2008 the GRZ subsequently proceeded to amend and revise applicable tax laws, effectively overriding the stabilization provided under the Development Agreement. Currently, there are no tax stabilization measures in place, and further, past events have indicated that GRZ is unlikely to introduce any stabilization measures and the Zambian tax regime is subject to change at any time.

Additionally, as a Delaware corporation, we may be subject to U.S. federal income tax on income earned in Zambia under the U.S. “controlled foreign corporation,” or “CFC,” rules, as a result of our ownership interest in Konkola Plc. Under these rules, we will be required to recognize in income a pro rata share of Konkola Plc’s “Subpart F income” and “net CFC tested income,” even if Konkola Plc has made no distributions to us. Subpart F income generally includes dividends, interest, rents and royalties, gains from the sale of securities and income from certain transactions with related parties and is subject to tax at the 21% statutory rate before applying foreign tax credits. Net CFC tested income is, beginning January 1, 2026, generally all other income of a CFC. Under current law, we may deduct 40% of our pro rata share of Konkola Plc’s net CFC tested income for an effective tax rate of 12.6% before applying foreign tax credits.

There may be uncertainty regarding our ability to claim as a foreign tax credit taxes with respect to tax paid to Zambian tax authorities in respect of Konkola Plc. The rules regarding foreign tax credits and the deductibility of foreign taxes are complex and the application of these rules depends on our particular facts and circumstance in any given taxable year.

The rules dealing with U.S. federal, state and local income taxation are constantly under review through the legislative process and by the Internal Revenue Service, the U.S. Department of the Treasury, and state and local tax authorities. Changes in U.S. tax laws or their interpretations (which may have retroactive application) could materially increase the amount of taxes we owe, thereby negatively affecting our cash flows from operations. We are currently unable to predict whether any changes to U.S. tax laws will occur and, if so, the ultimate effect on our business, financial condition, results of operations and cash flows.

We are also subject to routine tax audits by various tax authorities. Tax audits may result in additional tax, interest payments and penalties which would negatively affect our financial condition and operating results.

Accordingly, changes in taxation law or reviews and assessments could result in higher taxes being payable by us which could adversely affect profitability and cash flows.

We are subject to health, safety and environmental laws, regulations and permits. Failure to comply with these requirements may expose us to litigation, fines, penalties, injunctions or other sanctions, including the revocation of permits and suspension of operations.

We are required to obtain and maintain environmental licenses, permits and authorizations for our operations and projects and to carry out environmental and social impact assessments to obtain approval of our projects and permission to construct and continue operations. Any significant changes to existing operations are also subject to these requirements. Permits to operate may be temporarily suspended or revoked if there is evidence of serious violations of environmental laws and regulations or health and safety standards. The duration and success of our efforts to obtain and renew licenses or permits are contingent upon many variables not within our control, including the interpretation of applicable requirements implemented by the licensing and/or permitting authorities and, in some cases, input from outside stakeholders. Permit review and approval could also be delayed, adversely impacting project implementation, due to delays in review and development of permits from limited resources at the regulatory agencies. Furthermore, our licenses may be questioned, revoked, suspended or canceled arbitrarily by government authorities. The concessions we hold may be revoked without right to compensation if we are unable to meet the terms and conditions of the concessions.

We may not be able to obtain or renew licenses, including exploitation licenses, or permits that are necessary to our operations, or the cost to obtain or renew licenses or permits may exceed what we believe we can recover from the property. Furthermore, when we come to renew our licenses, we cannot be assured that the newly issued licenses will cover the same geographic area and we have in the past been subject to a reduction in licensed areas. Any unexpected delays or costs associated with the licensing or permitting process, or reductions in our licensed areas, could delay the development or impede the operation of a mine, which could adversely impact our operations and profitability.

We have been and may be held liable for damages, remediation costs or fines for certain material discharges into the environment, environmental damage caused by previous owners of properties used by us or for failure to comply with health, safety and environmental laws or regulations. There is also a risk that the cost of compliance with such laws and regulations may increase. Occurrence of any of these events could result in delay or cessation of the development of a project, increased costs of development or production and litigation or regulatory action, any of which could materially adversely affect our business, results of operations or financial condition.

In addition, mining is subject to potential risks and accidents that could result in serious injury or death to members of our human capital. The impact of such accidents and liabilities could affect the profitability of our operations, cause an interruption to operations, lead to a loss of licenses, affect our reputation and our ability to obtain further licenses, damage community relations and reduce our perceived appeal as an employer.

Given that mines have limited lives based on Proven and Probable Mineral Reserves, we must continually replace and expand our Mineral Resources and Mineral Reserves at our mines and discover, develop or acquire Mineral Reserves for production. Our ability to maintain or increase our annual production of copper and cobalt will depend in significant part on our ability to bring new mines into production and to expand Mineral Reserves and Mineral Resources of existing mines.

Our business and results of operations are significantly affected by the market prices and demand for the metals we produce. Prices and demand for these metals have been subject to wide fluctuations which can occur over short periods of time, and can be caused by factors beyond our control, including the cyclicality of consumer and industrial consumption. We cannot predict whether, and to what extent, metal prices and demand will rise or fall. An increase in the production of these metals worldwide or changes in, among other things, technology, industrial processes or consumer habits, including increased demand for substitute materials, may decrease the demand for these metals. A fall in demand, resulting from economic downturns or other factors, could also decrease the volume of metals that we sell and materially adversely impact our results of operations and financial condition.

Future declines in metal prices could have an adverse impact on our results of operations and financial condition, and we may consider curtailing, modifying or discontinuing certain operations. In addition, we may not be able to adjust production volume in a timely or cost-efficient manner in response to sustained changes in metal prices. Lower utilization of capacity during periods of weak prices may expose us to higher unit production costs since a significant portion of its cost structure is fixed in the short-term due to the high capital intensity of mining operations. If prices drop significantly, our revenues could be significantly reduced. Low metal prices would affect our liquidity and ability to borrow. If these conditions persist for an extended period, we may have to look for other sources of cash flow or curtail, modify or discontinue higher cost production to maintain liquidity until metal prices recover. Conversely, during periods of high demand, our ability to rapidly increase production capacity is limited, which could prevent us from meeting demand for our products.

Global financial conditions continue to be characterized as volatile. In recent years, global markets have been adversely impacted by various credit crises, significant fluctuations in fuel and energy costs and metals prices, inflation, geopolitical conflict and health pandemics. Many industries, including the mining industry, have been impacted by these market conditions leading to increased economic uncertainty and diminished expectations for the global economy. These factors have increased the risk of disruption to global trade flows and supply chains. Further, global financial conditions remain subject to sudden and rapid destabilizations in response to future events, as government authorities may have limited resources to respond to future crises. Global economic uncertainty, disruptions to global trade flows and supply chains and continued or worsened slowdown in the financial markets or other economic conditions, including, but not limited to, tariffs, consumer spending, employment rates, business conditions, inflation, fuel and energy costs, consumer debt levels, lack of available credit, the state of the financial markets, interest rates and tax rates, may adversely affect our operations, sales, growth and profitability. Future crises may be precipitated by any number of causes, including natural disasters, geopolitical conflict or instability, changes to energy prices or sovereign defaults. If increased levels of volatility continue or in the event of a rapid destabilization of global economic conditions, it may result in a material adverse effect on commodity prices, demand for metals, including copper and cobalt, availability of credit, investor confidence and general financial market liquidity, all of which may have a material adverse impact on our business, our results of operations, financial condition and the market price of our securities.

We and Konkola Plc may not be able to secure financing on favorable terms, or at all, to meet our future capital needs.

Mining companies need significant amounts of ongoing capital to maintain and improve existing operations, invest in large scale capital projects with long lead times and manage uncertain development and permitting timelines and the volatility associated with fluctuating metals and input prices. From time to time, we may be required to obtain additional financing in order to fund the costs associated with the mining and processing of our resources, as well as the exploration of development opportunities and to meet expected future obligations. Metal prices, environmental rehabilitation and restitution, revenue and income taxes, transportation and other operating costs, working capital needs, capital expenditures and geological results may also impact the amount of additional financing that may be required.

Konkola Plc has been successful at financing its projects and operations over the years. However, the ability to continue exploration, assessment, development and operational activities will depend on the resource industry generally, which is cyclical in nature, and which may, in turn, affect our or Konkola Plc’s ability to attract financing, including joint venture financing, debt or bank financing, equity financing or production financing arrangements. Failure to obtain, or difficulty or delay in obtaining, requisite financing could result in delay of certain projects or postponement of further exploration, assessment or development of certain properties or projects. Failure to obtain financing that is affordable and/or on favorable terms could have a material adverse effect on our business, results of operations and financial condition. In addition, an inability to secure necessary funding may negatively impact our commitments to community investment programs, potentially leading to reputational damage, erosion of stakeholder trust and adverse reactions from local communities and partners who rely on our continued support and engagement.

Financing through the issuance of common stock or other securities convertible or exchangeable into shares of common stock, if available, may dilute the participation of current stockholders in our share capital. There is no preemptive right for our stockholders in the issue of common stock or securities convertible or exchangeable into shares of common stock issued by us, which may result in the dilution of the stockholders’ interest in us.

Debt financing, if available, may also involve certain restrictions on operating activities or include financial covenants or restrict our and/or Konkola Plc’s ability to enter into additional financing arrangements. There is no guarantee that such equity or debt financing will be available to us or Konkola Plc, or that these financings would be obtained on terms favorable to us or Konkola Plc, which may adversely affect our business, financial position and may result in a delay or indefinite postponement of exploration, development or production or even loss of exploration rights. See “Management’s Discussion And Analysis Of Financial Condition And Results Of Operations—Indebtedness.”

Our mining, smelting and refining operations, development projects and exploration activities are subject to extensive laws and regulations, including laws and regulations governing exploration; development; production; exports; taxes; labor standards; mining royalties; price controls; waste disposal; the quality and quantity of effluent and emissions; protection and remediation of the environment; reclamation; historic and cultural resource preservation; rights of indigenous peoples and local communities; mine safety and occupational health; handling, storage and transportation of hazardous (including radioactive) substances and other matters. From time-to-time, laws are changed, and the trend is to introduce more stringent laws. The costs of discovering, evaluating, planning, designing, developing, constructing, operating and closing our mines and other facilities (including tailings dams) in compliance with such laws and regulations are significant and may increase in the future. Compliance with existing and new laws and regulations could result in delays; increase our costs of doing business; require significant capital investment; result in significant liabilities, fines or penalties; restrict our operations or result in our inability to proceed with the development of, or continue to operate, a mine. See “Business—Regulatory Landscape.”

We have expended significant resources, both financial and managerial, to comply with governmental and environmental regulations, including permitting and compliance requirements, as part of our normal course of operating and development activities, and will continue to do so in the future. For example, a moratorium allowing us to address issues related to restoration orders issued by the Zambia Environmental Management Agency (“ZEMA”) and liabilities under the Mines and Minerals (Environmental Protection Fund) Regulations (“EPF Regulations”) ends in July 2026, following which we will be required to comply with any environmental requirements which may cause us to incur additional cost. In 2026, Konkola Plc requested an extension of the moratorium period to June 2028 and is in discussions with the GRZ on this matter. We cannot guarantee that the GRZ will grant our request. For further information, see “Business—Legal Proceedings—Environment Compliance Liabilities.” The final arrangement, including the amount of liabilities that may become due, is subject to ongoing negotiations with regulators. We have also been subject to compliance audits that require us to invest significant capital expenditures in the amount of $28 million over the next five years, including for the rehabilitation and upgrading of ponds, improvement of pumping stations, streambed restoration, and other projects. Moreover, it is possible that future regulatory developments, such as increasingly stringent environmental protection laws, climate change policies, additional compliance audits regulations and enforcement policies, additional compliance audits and claims for damages to property and persons resulting from our operations, could result in additional substantial costs and liabilities, restrictions on or suspension of our activities or delays in the exploration of and development of our properties.

We are required to obtain governmental permits to develop our Mineral Reserves and for expansion or advanced exploration activities at our operating and exploration properties. Obtaining the necessary governmental permits is a complex and time-consuming process involving numerous agencies and other interested parties. To obtain permits for exploration or potential future development of mineral properties, environmental and other applicable regulations generally require a description of the existing environment, including, but not limited to, natural, archeological and socio-economic environments, at the project site and in the region; an interpretation of the nature and magnitude of potential environmental impacts that might result from such activities; and a description and evaluation of the effectiveness of the operational measures planned to mitigate the environmental impacts. We may require exploration permits to conduct future exploration activities. The costs associated with such permits may be material to our total exploration cost and there can be no certainty that these approvals will be granted in a timely manner, or at all. Governmental approvals, licenses and permits are subject to the discretion of the applicable governments or government officials and potentially consideration of other parties’ interests or rights. In the context of environmental protection permitting, including the approval of reclamation plans, we must comply with accepted standards, existing laws and regulations that may entail greater costs and delays depending on the nature of the activity to be permitted and the interpretation of the laws and regulations implemented by the permitting authority. No assurance can be given that we will be successful in obtaining or maintaining any or all of the various approvals, licenses and permits required to operate our businesses in full force and effect or without modification or revocation. The failure to obtain or renew certain permits, or the imposition of extensive or more stringent conditions upon certain permits, could have a material adverse effect on our business, results of operations and financial condition.

Our mining operations are subject to regular inspection, including compliance audits, by government officials. Such inspections and audits may from time-to-time lead to allegations or assertions that we are not or may not be operating in compliance with applicable permits and licenses. Failure to comply with applicable environmental, health and safety laws or permits and licenses, in relation to our mining operations and associated infrastructure, including laws relating to waste and waste disposal, can result in injunctions, damages, suspension or revocation of permits and imposition of penalties or fines in addition to reputational damage. There can be no assurance that we have been or will be at all times in complete compliance with such laws or permits, that our compliance will not be challenged or that the costs of complying with current and future environmental, health and safety laws and permits will not materially or adversely affect our future cash flow, results of operations and financial condition.

As a consequence of public concern about the perceived ill effects of mining and land development, particularly in developing countries, we face increasing public scrutiny of our activities. Criticism of our activities or negative publicity, whether accurate or not, could result in damage to our reputation or operational hurdles, which could have an adverse effect on us. The international standards on social responsibility, community relations and sustainability against which we currently benchmark our operations are becoming increasingly stringent and extensive over time, and adherence to them is increasingly scrutinized by regulatory authorities, citizens’ groups and environmental groups, as well as by investors and financial institutions. In addition, we operate in a country where ownership of rights in respect of land and resources is uncertain and where disputes in relation to ownership or other community matters may arise. These disputes are not always predictable and may cause disruption to our development plans or operations. Our operations can also have an impact on indigenous peoples and local communities, including the need, from time-to-time, to relocate or resettle communities or infrastructure networks such as railways and utility services. Navigating such efforts can be difficult, and any efforts to mitigate such impacts may be perceived as insufficient or otherwise expose us to additional activism, from local communities or otherwise.

Our operations have and could in the future cause the release of hazardous materials into the environment and these releases, whether or not planned, could cause contamination. We have been and may be required to investigate and remediate contamination, including at properties we formerly operated, regardless of whether we caused the contamination or whether the activity causing the contamination was legal at the time it occurred. We also have been and could be subject to claims by government authorities, individuals, employees or third parties seeking damages for alleged illness, personal injury or property damage resulting from hazardous material contamination or exposure caused by our operations or sites. Furthermore, we have been required to establish financial provisions for environmental liabilities related to contamination caused by our operations and could be required to increase such provisions or to establish additional provisions in the future. We have been subject to environmental related litigation in the past, including proceedings relating to environmental contamination, and may continue to be in the future. Depending on the nature of any such contamination, claims or litigation, the amount or timing of such costs, the related impact on our business, financial condition or results of operations could be material.

For additional information on these matters, see “Business—Regulatory Landscape.”

Over the past decade, there have been numerous instances of encroachments on Konkola Plc’s surface rights held in respect of its mining licenses, as well as the granting of overlapping or conflicting mining rights to third parties within Konkola Plc’s existing license areas, which have culminated in operational challenges and posed a threat of possible loss of Mineral Resources to other companies or third parties. These encroachments and/or overlapping rights impact Konkola Plc’s Konkola and Nchanga tenements, affecting both surface and in situ mineral assets. Potential encroachment disputes could impact our ability to carry out our production processes and call into question our future ability to carry out production. Konkola Plc has and will likely continue to be required to defend its exclusive mining rights derived from its licenses, including by defending any encroachment claims. The loss of licenses and access to disputed areas could disrupt production, reduce mineral output and result in financial losses.

Illegal mining has in the past and, may in the future, occur on or adjacent to certain of our properties exposing such sites to security and other operational risks.

Illegal miners have been active on, or adjacent to, some of our mining properties in recent years. Illegal mining, which involves trespass and occupation of exploration, development and operating properties present significant security, safety, legal and environmental risk, which could result in a security threat to human life, infrastructure and equipment, and lead to the loss of legal title, possession or use of our land tenure. Although Konkola Plc has increased the presence of security personnel and alerted law enforcement authorities as necessary, these efforts may not be effective. The illegal miners from time to time have clashed with security staff and law enforcement personnel who have attempted to move them away from the facilities. The environmental, social, legal, safety and health impacts of illegal mining are frequently attributed to formal large scale mining activity, which can negatively impact the reputation of the industry. The activities of the illegal miners could cause damage to our properties, lost copper production and Mineral Reserves, mine and development stoppages, or result in inappropriate or unlawful use of force for which we could potentially be held responsible, or otherwise adversely impact our financial condition, results of operations, or project development. Illegal mining activities also continue to evolve, with some illegal miners now adopting machinery to carry out their activities. This could prove to be more expensive and difficult to monitor, prevent and control. The presence of illegal miners could lead to exploration and project delays and disputes regarding the development or operation of commercial copper deposits.

Our ability to maintain or increase our annual production of copper and other metals will be dependent, in significant part, on our ability to execute our plans within the anticipated timeframes with respect to increasing our production capacity, keeping operations in good order, bringing new mines into production and expanding existing operations, among other priorities. Our expansion plans involve considerable capital expenditure and are subject to the successful completion of construction and commissioning, the issuance of necessary permits and the receipt of adequate financing. Some of our plans are also dependent on our ability to cut our costs significantly to reach our target production rates. Such targets will also require us to avoid constraints on key drivers of production (e.g., dewatering, hoisting capacity, ventilation and congestion), and to have access to significant expansions in availability of power, compressed air, cooling water and ventilation. The actual operating results of our development projects and any other projects may differ materially from those anticipated.

Although we utilize the operating history of our existing mines to derive estimates of future operating costs and capital requirements, such estimates may differ materially from actual operating results at expanded existing mines or new mines. The economic feasibility analysis with respect to any individual project is based upon, among other things the interpretation of geological data obtained from drill holes and other sampling techniques, feasibility studies (which derive estimates of cash operating costs based upon anticipated tonnage and grades of ore to be mined and processed), precious and base metals price assumptions, the configuration of the ore body, expected recovery rates of metals from the ore, comparable facility and equipment costs, anticipated climatic conditions and estimates of labor, productivity, royalty, tax rates or other ownership burdens and other factors.

There is no assurance that any of our expansion or development plans will result in the intended increase in copper production capacity or profit. The realization of our targets is subject to a wide range of risks and uncertainties, including, but not limited to:

It is not unusual for new mining operations to experience unexpected problems during the start-up phase, and delays can often occur at the start of production. In the past, we have adjusted estimates based on changes to assumptions and actual results. These and other factors may have the effect of increasing the expected capital expenditures for our development projects.

Even if we are successful in achieving any targeted increase in production, we may not have sufficient customers or offtake agreements in place to purchase the additional copper output. The absence of committed buyers could mean that the increase in production does not translate into greater revenues or profits, and we may be exposed to increased inventory costs, price volatility or the need to sell copper at unfavorable prices.

Failure or the perceived failure to manage our relationships with the communities where we operate or that are near our operations could harm our business.

Our relationships with the communities where we operate or that are adjacent to or near our operations are critical to the long-term success of our existing operations and the development of any future projects. There is ongoing and increasing stakeholder concern relating to the perceived effects of mining activities on the environment and on communities impacted by such activities, including regarding perceived or actual adverse impacts on the local communities and their relevant stakeholders, society as a whole, cultural heritage, human rights and the environment, among other things. Such scrutiny may result in activism from various parties, which may result in operational disruption, reputational damage, or other impacts to our business. Our efforts to manage such impacts and the profile of our business can be costly and may not have the desired effect.

Although we have established working relationships with several community leaders, community expectations are complex and involve multiple stakeholders with different interests. While we aim to consider the views and needs of all local communities and aim to resolve any disagreements with an amicable solution, this may not always be possible. Failure to manage relationships with local communities, governments and non-governmental organizations (“NGOs”) may harm our reputation as well as our ability to bring development projects into production. The costs and management time required to comply with standards of social responsibility, community relations and sustainability, including costs related to the resettlement of communities or infrastructure, have increased substantially recently and are expected to further increase over time.

Certain NGOs, some of which oppose globalization and resource development, are often vocal critics of the mining industry and its practices, including the use of hazardous substances in processing activities. Adverse publicity generated by such NGOs or others related to extractive industries generally, or our operations specifically, could have an adverse effect on our reputation and financial condition and may impact the relationship with the communities in which we operate. They may install road blockades, apply for injunctions for work stoppages, make criminal complaints to local authorities or file lawsuits for damages. They may also file complaints with regulators regarding our, and our directors’ and officers’, regulatory filings. For example, in 2021, Zambian villagers, supported by NGOs, settled a lawsuit alleging water pollution claims from our mining operations in Nchanga. Such complaints, regardless of whether they have any substance or basis in fact or law, require resources and time to respond to and may have the effect of undermining the confidence of the public or a regulator in us or such directors or officers and may adversely affect the price of our securities or the prospects of obtaining the regulatory approvals necessary for the advancement of some or all of the exploration and development plans or operations.

In addition, our assets are generally long-lived and stakeholders’ perceptions and expectations can change over the life of the mine. Changes in the aspirations and expectations of local communities where we operate, with respect to our employee health and safety performance and our contributions to infrastructure, community development, environmental management and other factors could affect our social license to operate and reputation, and could lead to delays and/or increased costs if expansions or new projects are blocked either temporarily or for extended periods.

Failure to effectively engage with communities on an ongoing basis, including the withdrawal of consent or support of communities or other stakeholders, could adversely impact our business, damage our reputation and result in the loss of rights to explore, operate or develop our projects.

Negative publicity could adversely affect our reputation as well as our business, financial results, and stock price.

Our business may be adversely affected by negative publicity regarding our operations, financial performance, development projects, industry practices, environmental performance, safety record, labor practices or other matters, whether or not such publicity is accurate. Media reports, social media commentary, activist campaigns and other forms of public scrutiny may adversely affect our reputation and relationships with regulators, investors, employees, local communities and other stakeholders. Failure to meet production guidance, reserve estimates, operating targets, cost expectations or market expectations could result in adverse publicity, loss of investor confidence and significant declines in the market price of our securities. Nonetheless, our actual operating results may differ materially from public expectations due to factors including ore grade variability, equipment failures, weather events, labor shortages, inflationary pressures and permitting delays. Any such variance may result in negative analyst coverage and reduced investor confidence. Further, allegations regarding environmental impacts, water use, tailings management, greenhouse gas emissions, human rights matters or other ESG-related issues could result in increased regulatory scrutiny, delays in permitting activities, litigation, protests or reputational harm.

Social media and other web-based information sharing applications have increased the speed at which negative publicity can be disseminated, and we are at a greater risk of losing control over how we are perceived by others. Damage to our reputation can be the result of the actual or perceived occurrence of any number of events, and could include any negative publicity, whether true or not. Reputational loss may result in challenges in developing and maintaining community and stockholder relations, decreased investor confidence and an impediment to our overall ability to advance our projects. Any or all of the foregoing could materially adversely affect our business, operating results, financial condition and the market price of our common stock.

Actual or potential epidemics, pandemics, outbreaks or other public health crises may have an adverse impact on our business.

The spread of any disease, epidemic or pandemic, including HIV, malaria, Ebola and other diseases, could have a material adverse effect on the regional economies in which we operate, negatively impact stock markets, including the trading price of our shares of common stock, adversely impact our ability to raise capital and cause continued interest rate volatility and movements that could make obtaining financing or refinancing of our debt obligations more challenging or more expensive. Our operations are located in Zambia, in proximity to the border with the Democratic Republic of the Congo, a region that has experienced recurring Ebola outbreaks. The recent Ebola outbreak near the Zambia-DRC border heightens the risk of cross-border transmission to the communities in which we operate and to our workforce. Any confirmed or suspected cases of Ebola or other hemorrhagic fevers in or near our operating areas could result in mandatory quarantines, mine closures, evacuation of personnel, suspension of operations, and significant disruption to our supply chain and production schedules. Any of these developments, and others, could have a material adverse effect on our business and results of operations.

Travel restrictions implemented by governments, as well as quarantine, isolation and physical distancing requirements as a result of such epidemics or pandemics may have a negative impact on workforce mobility and, as a consequence, in some cases, on productivity. Further, the protective measures implemented by us may cause higher operating and capital costs related to containment efforts such as building quarantine rooms, enhanced screening and monitoring protocols, limitations on mobility of people, disruption to the supply chain and increase in demand for financial support and aid from host governments. The proximity of our operations to the DRC border means that any outbreak in that region could rapidly affect the availability of cross-border labor, contractors and service providers upon whom we rely. Potential higher operating costs, combined with a decrease in workforce productivity, lower production outputs and in some cases, temporary cessation of mining operations, could have a material adverse effect on our business, results of operations and financial condition.

Any future emergence and spread of similar pathogens could have a material adverse effect on global economic conditions which may adversely impact our business and results of operations and the operations of our suppliers, contractors and service providers, including smelter and refining service providers, and the demand for our production. In addition, public health crises in the regions in which we operate may generate negative publicity regarding the safety of our operations and our ability to protect our workforce, which could further harm our reputation and adversely affect investor confidence in our business.

Our business could be adversely affected by the failure or unavailability of certain critical assets or infrastructure.

Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, railways, power sources and water supply are important determinants affecting capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could have a material adverse effect on our operations, business, results of operations and financial condition.

Cyberattacks affecting us or our third-party providers, including unauthorized disclosure, destruction or modification of data, through cybersecurity breaches, computer viruses or otherwise, and actual or perceived failure to comply with new or existing laws, regulations and other requirements relating to the privacy, security and processing of Confidential Information may adversely affect our business, reputation and financial condition.

We are reliant on the continuous and uninterrupted operations of our information technology (“IT”) systems. We own and manage some of these IT systems but also rely on third parties for a range of IT systems and related products and services. Konkola Plc collects, maintains and processes data about customers, employees, business partners and others, including personally identifiable information, as well as proprietary information belonging to our business, such as trade secrets (collectively, “Confidential Information”). User access and security of all IT systems are critical elements to our operations. Our operations depend, in part, on how well we and our suppliers protect networks, equipment, IT systems and software against damage from a number of threats, including, but not limited to, cable cuts, damage to physical plants, natural disasters, terrorism, fire, power loss, hacking, computer viruses, vandalism and theft. Our operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as preemptive expenses to mitigate the risks of failures. Any threat to the confidentiality, integrity and availability, access or system security of our IT systems and Confidential Information, including IT failures could result in disruption for personnel and could adversely affect our reputation, operations or financial performance.

We face numerous and evolving cybersecurity risks. Our IT systems could be compromised by unauthorized parties attempting to extract Confidential Information, corrupting information or disrupting business processes or by inadvertent or intentional actions by our employees or vendors, including from diverse threat actors, such as state-sponsored organizations, opportunistic hackers and hacktivists, as well as through diverse attack vectors, such as social engineering/phishing, malware (including ransomware), malfeasance by insiders, human or technological error, and as a result of bugs, misconfigurations or exploited vulnerabilities in software or hardware. Any adverse impact to the availability, integrity or confidentiality of our IT systems or Confidential Information, including a cyber security incident (including system-encrypting ransomware) resulting in a security breach or failure to identify a security threat, could disrupt business and could result in the loss of Confidential Information or other assets, as well as litigation (such as class actions), regulatory investigations and enforcement, violation of privacy and security laws and regulations, fines and penalties, and significant incident response, system restoration or remediation costs and future compliance costs.

We and certain of our third-party providers from time-to-time experience cyberattacks and other incidents, and we expect such attacks and incidents to continue in varying degrees. Although to date we have not experienced any material losses relating to cyberattacks, there can be no assurance that we will not incur such losses in the future. Remote and hybrid working arrangements at our company (and at many third-party providers) also increase cybersecurity risks due to the challenges associated with managing remote computing assets and security vulnerabilities that are present in many non-corporate and home networks. There can also be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our IT systems and Confidential Information. Our risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats, including through increasingly sophisticated techniques and tools, such as artificial intelligence that circumvent security controls, evade detection and remove forensic evidence. As a result, cyber security and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority. As cyber threats continue to evolve, we may be unable to detect, investigate, remediate or recover from future attacks or incidents or to avoid a material adverse impact to our IT systems, Confidential Information or business and we may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities. Because we make extensive use of third-party suppliers and service providers, successful cyberattacks that disrupt or result in unauthorized access to third-party IT systems can materially impact our operations and financial results.

Legislation and regulatory requirements, as well as contractual commitments, affect how we must store, use, transfer and process the Confidential Information of our customers, stockholders, vendors and employees. The application and interpretation of such requirements are constantly evolving and are subject to change, creating a complex compliance environment. In some cases, these requirements may be either unclear in their interpretation and application or they may have inconsistent or conflicting requirements with each other. These laws, as well as other new or changing legislative, regulatory or contractual requirements concerning data privacy and protection, could require us to expend significant additional compliance costs, implement new processes or change our handling of information and business operations, and any failure or perceived failure to comply with such requirements can result in significant liability, legal claims or proceedings (including class actions), regulatory investigations or enforcement actions or harm to our reputation. In addition, we could incur significant costs in investigating and defending such claims and, if found liable, pay significant damages or fines or be required to make changes to our business.

Social media and other web-based information sharing applications may result in negative publicity and we are at a greater risk of losing control over how we are perceived by others. Damage to our reputation can be the result of the actual or perceived occurrence of any number of events, and could include any negative publicity, whether true or not. Reputational loss may result in challenges in developing and maintaining community and stockholder relations, decreased investor confidence and an impediment to our overall ability to advance our projects. Any or all of the foregoing could materially adversely affect our business, operating results and financial condition.

We cannot guarantee that any costs and liabilities incurred in relation to an attack or incident will be covered by our existing insurance policies or that applicable insurance will be available to us in the future on economically reasonable terms or at all.

The mining industry is competitive in all of its phases. We face strong competition from other mining companies in connection with the acquisition of properties producing, or capable of producing, metals. Many of these companies have greater financial resources and a longer operating history than us. We may also encounter increasing competition from other mining companies in our efforts to hire experienced mining professionals. In addition, competition for exploration resources at all levels is very intense. Increased competition could adversely affect our ability to attract necessary capital funding, to acquire it on acceptable terms, or to acquire suitable producing properties or prospects for mineral exploration in the future. Increases in metal prices, including copper, have in the past, and could in the future, encourage increases in mining exploration, development and construction activities, which could in turn result in increased demand for and cost of contract exploration, development and construction services and equipment. Increased demand for and cost of services and equipment could cause project costs to increase materially, resulting in delays if services or equipment cannot be obtained in a timely manner due to inadequate availability, and increased potential for scheduling difficulties and cost increases due to the need to coordinate the availability of services or equipment. Any of these outcomes could materially increase project exploration, development or construction costs, result in project delays, or both. As a result of this competition, we may be unable to maintain or acquire attractive mining properties or attract better or more qualified employees.

Certain directors also serve as directors and/or officers of other companies involved in natural resource exploration and development. There is a possibility that such other companies may compete with us for the acquisition of assets. Consequently, there exists the possibility for such directors to be in a position of conflict. If any such conflict of interest arises, then a director who has such a conflict must disclose it at a meeting of the directors and will be precluded from participation, discussion or decisions pertaining to the matter. In appropriate cases, we will establish a special committee of independent directors to review a matter in which several directors, or management, may have a conflict of interest.

Global copper supply is facing increasing pressure due to declining ore grades, aging infrastructure and rising capital and operating costs. Brownfield expansions are becoming less cost-effective, while greenfield projects, though offering access to new resources, face long lead times, permitting challenges and geopolitical risks. Additionally, competition for recycled copper is intensifying due to national policies restricting scrap exports, limiting availability in key regions. If we are unsuccessful at leveraging advanced technologies, securing low-cost, high-grade deposits and/or navigating regulatory environments effectively, we may not be able to compete in a tightening supply landscape effectively.

We depend on key management personnel and may not be able to attract and retain qualified personnel in the future.

Our ability to manage our operations, exploration and development activities, and hence, our success depends in large part on our ability to retain current key management personnel and to attract and retain new personnel, including management, technical and unskilled workforce. The loss of the services of one or more key employees could have a material adverse effect on our ability to manage and expand our business. We currently do not have key person insurance on these individuals.

Our success will also depend to a significant degree upon the contributions of qualified technical personnel and our ability to attract and retain highly skilled personnel. Competition for such personnel is significant. Any inability to attract and retain these people could have a material adverse effect on our business and operations.

Some of our employees are unionized and work stoppages by unionized employees could materially and adversely affect our business, results of operations and financial condition.

Production at our mining operations is dependent upon the efforts of our employees and our operations would be adversely affected if we fail to maintain satisfactory labor relations. Factors such as work slowdowns or stoppages caused by the attempted unionization of operations and difficulties in recruiting qualified miners and hiring and training new miners could materially adversely affect our business. This would have a negative effect on our business and results of operations, which might result in us not meeting our business objective.

If we are unable to renew union agreements as they become subject to renegotiations from time to time, this could result in work stoppages and other labor disturbances that could have a material adverse effect on our liquidity, business, results of operations and financial condition.

Certain of our employees are employed under collective bargaining agreements. If unionized employees were to engage in a concerted strike or other work stoppage, or if other employees were to become unionized, we could experience a disruption of operations, higher labor costs or both. A lengthy strike or other labor disruption could have a material adverse effect on our liquidity, business, results of operations and financial condition.

Our business could be adversely affected by the performance of our counterparties and outside contractors we do not control.

It is common industry practice for certain aspects of mining operations including, but not limited to, drilling, blasting and construction, to be conducted by one or more outside contractors. Deficient or negligent work, or work not completed in a timely manner, could have a material adverse effect on our business and operations. We are also subject to a number of risks associated with the use of such contractors, including, but not limited to: (a) us having reduced control over the aspects of the operations that are the responsibility of a contractor; (b) failure of the contractor to perform work properly or at a satisfactory level of quality and safety; (c) failure of a contractor to perform under its agreement(s), including, but not limited to, inability to meet the contractual timelines or to otherwise deliver in accordance with the terms of the contract; (d) inability to replace the contractor if the contractual relationship is terminated; (e) interruption of operations in the event the contractor ceases operations as a result of a contractual dispute with us or as a result of insolvency or other unforeseen events (including events of force majeure); (f) failure of the contractor to comply with applicable legal and regulatory requirements; and (g) inadequate contractor cybersecurity program or customer data management and privacy, exposing us to external attacks or leaking of our confidential information, any of which could have a material adverse effect on our business, results of operations and financial condition.

Our directors and officers are or may become subject to conflicts of interest.

Certain of our directors and officers are or may become associated with other mining and/or mineral exploration and development companies which may give rise to actual or potential conflicts of interest. Directors who have a material interest in any person who is a party to a material contract or a proposed material contract with us are required to disclose that interest and abstain from voting on any resolution to approve such a contract. In addition, directors and officers are required to act honestly and in good faith with a view to our best interests. Further, any failure of our directors or officers to address these conflicts in an appropriate manner or to allocate opportunities that they become aware of to us could have a material adverse effect on our prospects, business, results of operations and financial condition.

Title claims may affect our existing operations as well as our development projects and future acquisitions.

Title to our properties may be challenged or impugned, and title insurance is generally not available. Our mineral properties may be subject to prior unregistered agreements, transfers or claims, and title may be affected by, among other things, undetected defects. In addition, we may be unable to operate our properties as permitted or to enforce our rights with respect to our properties. This may affect our ability to acquire within a reasonable time frame effective mineral titles in the jurisdictions in which we operate and may affect the timetable and costs of development of mineral properties in these jurisdictions. The risk of unforeseen title claims could also affect existing operations as well as development projects and future acquisitions. These legal risks may affect our ability to expand or transfer existing operations or to develop new projects.

We may fail to identify attractive acquisition candidates or joint ventures with strategic partners or may fail to successfully integrate acquired mineral properties or successfully manage joint ventures.

As part of our development strategy, we may acquire additional mineral properties or enter into joint ventures with strategic partners. However, there can be no assurance that we will be able to identify attractive acquisition or joint venture candidates in the future or that we will succeed at effectively managing their integration or operation. In particular, significant and increasing competition exists for mineral acquisition opportunities throughout the world. We face strong competition from other mining companies in connection with the acquisition of properties producing, or capable of producing, metals as well as in entering into joint ventures with other parties. If the expected synergies from such transactions do not materialize or if we fail to integrate them successfully into our existing business or operate them successfully with our joint venture partners, or if there are unexpected liabilities, our results of operations could be adversely affected.

In connection with any future acquisitions or joint ventures, we may incur indebtedness or issue equity securities, resulting in increased interest expense or dilution of the percentage ownership of existing stockholders. Unprofitable acquisitions or joint ventures, or additional indebtedness or issuances of securities in connection with such acquisitions or joint ventures, may adversely affect the price of our common stock and negatively affect our results of operations.

Natural disasters, as well as geotechnical and hydrological conditions, such as landslides, droughts, pit wall failures, tailings dam failures, dry stack tailings failures, rock fragility and climate change may have an adverse effect on our business.

We and the mining industry face continued geotechnical challenges, which could adversely impact our production and profitability. Unanticipated adverse geotechnical and hydrological conditions, such as landslides, droughts, pit wall failures, tailings dam failures, dry stack failures and rock fragility have occurred and may occur in the future, and such events may not be detected in advance. Geotechnical instabilities and adverse climatic conditions can be difficult to predict and are often affected by risks and hazards outside of our control, such as severe weather, including hurricanes, and considerable rainfall, which may lead to periodic floods, mudslides, wall instability and seismic activity, which may result in slippage of material. We have in the past experienced landslides leading to fatal mine collapse. There can be no assurance that future weather events will not adversely affect mining and exploration activities where we operate now and in the future. In particular, mining, drilling and exploration activities may be suspended due to poor ground conditions, ore haulage activities may be slowed or delayed as roads may be temporarily flooded, and deposits where the host rock is clayish in nature may have to be mined or processed at slower than anticipated rates and/or mixed with lower grade stockpile ore. Furthermore, the occurrence of physical climate change events may result in substantial costs to respond to the event and/or recover from the event, and to prevent recurrent damage, through either the modification of, or addition to, existing infrastructure at our operations. The scientific community has predicted an increase, over time, in the frequency and severity of extraordinary or catastrophic natural phenomena as a result of climate change, as well as chronic changes (such as changes in meteorological and hydrological patterns) that may result in similar risks. We can provide no assurance that we will be able to predict, respond to, measure, monitor or manage the risks posed as a result.

Geotechnical failures could result in limited or restricted access to mine sites, suspension of operations, government investigations, increased monitoring costs, remediation costs, loss of ore and other impacts, which could cause one or more of our projects to be less profitable than currently anticipated and could result in a material adverse effect on our results of operations and financial position.

Our mining and processing operations are, in some instances, energy intensive. Physical climate change events, and the trend toward more stringent regulations aimed at reducing the effects of climate change, could impact our decisions to pursue future opportunities, or maintain existing operations, which could have an adverse effect on our business and operations. We can provide no assurance that efforts to mitigate the risks of climate changes will be effective and that the physical risks of climate change will not have an adverse effect on our operations and profitability. In addition, as climate change is increasingly perceived as an international and community concern, stakeholders may increase demands for emissions reductions and call upon mining companies to better manage their consumption of climate-relevant resources. Such regulatory requirements may have an adverse impact on us.

Our business may be adversely affected by increasing and dynamic environmental and social related regulations and investor expectations, including regulations and expectations pertaining to climate change.

There is increasing and evolving scrutiny from regulatory authorities, metallurgical refineries, investors, customers, financial institutions, insurers, reinsurers, among others, regarding companies’ management of various environmental and social matters, including associated operational parameters, programs and disclosures. We engage in various initiatives to manage such matters and address stakeholder expectations; however, such initiatives can be costly and may not have the desired effect. Many such initiatives leverage methodologies, standards, or data that are complex and continue to evolve. As with other companies, our approach to such matters also evolves, and we cannot guarantee that our approach will align with the expectations or preferences of any particular stakeholder. Moreover, various stakeholders have different, and at times conflicting, expectations. Our operations and demand for at least certain of our products may also be impacted by provenance considerations, including customer concerns regarding conflict minerals given our proximity to the DRC. In addition, governments have introduced or are introducing climate change, natural capital, human rights and other legislation and treaties at the international, national, state/provincial and local levels. Regulation relating to such matters is becoming more stringent. If the current regulatory trend continues, this may result in increased costs at our operations.

In connection with our authorizations, licenses and permits, we may be subject to restrictions relating to our operations, resource use, protection of communities, protection of particular habitats or geographic areas, fauna and flora, biodiversity, climate change, among others, which may require us to limit or modify our mining plans, having an impact on our production volumes, costs and Mineral Reserves and Mineral Resources. Difficulties in obtaining or renewing permits may lead to construction delays, cost increases, and may adversely impact our production volumes. Social, environmental and health and safety regulations also impose standards, procedures, monitoring and operational controls on activities relating to mineral research, mining, beneficiation, pelletizing activities, railway and marine services, ports, de-characterization, decommissioning, mine closure activities, distribution and marketing of our products. Such regulations may give rise to significant costs and liabilities and may change over time. Litigation and legal and regulatory uncertainties relating to these, or other related matters may adversely affect our financial condition or cause harm to our reputation.

Environmental and health and safety regulations in many countries have become stricter in recent years, and it is possible that more regulation or more stringent enforcement of existing regulations will adversely affect us by imposing restrictions on our activities, products and assets, creating new requirements for the issuance or renewal of environmental licenses and labor authorizations, resulting in licensing and operation delays, raising our costs or requiring us to engage in expensive reclamation efforts. All these factors may affect our practices and result in costs or expense increase, require new capital expenditures, restrict or suspend operations, write down or write off assets or Mineral Reserves and Mineral Resources, result in loss of customers or contracts, regulatory or investor engagement or other adverse impacts to our business. Additionally, many of our suppliers, customers, and other stakeholders are subject to similar expectations, which may result in additional or augmented risks.

We expect to apply for listing on the NYSE, and as a result, we incur significant legal, accounting and other expenses that we did not incur as a private company. As a public company listed on a stock exchange in the United States, we will be subject to the reporting requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules adopted, and to be adopted, by the SEC and NYSE. Our management and other personnel need to devote a substantial amount of time to these compliance initiatives and may not effectively or efficiently manage the transition into a public company. Moreover, we expect these rules and regulations to substantially increase our legal and financial compliance costs and to make some activities more time-consuming and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be forced to accept reduced policy limits or incur substantially higher costs to maintain the same or similar coverage. We cannot predict or estimate the amount or timing of additional costs it may incur to respond to these requirements. The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, its board committees or as executive officers.

Some members of our management team do not have experience managing a publicly traded company in the United States and complying with the increasingly complex laws pertaining to public companies in the United States. The additional demands associated with being a public company in the United States may disrupt regular operations of our business by diverting the attention of some of our senior management team away from revenue producing activities to management and administrative oversight, adversely affecting our ability to attract and complete business opportunities and increasing the difficulty in both retaining professionals and managing and growing our businesses. Our management team may not successfully or efficiently manage our transition to being a public company in the United States subject to significant regulatory oversight and reporting obligations under the U.S. federal securities laws and the continuous scrutiny of securities analysts and investors.

In addition, the public reporting obligations associated with being a public company in the United States may subject us to litigation as a result of increased scrutiny of our financial reporting. If we are involved in litigation regarding our public reporting obligations, this could subject us to substantial costs, divert resources and management attention from our business and seriously undermine our business. Failure to comply with existing and future rules and obligations of the NYSE may subject us, our subsidiaries and/or members of our management team to, among other things, delisting, litigation, investigations, expenses, fines and other applicable sanctions.

Any of these effects could harm our business, financial condition and results of operations.

Adverse outcomes in legal proceedings could subject us to substantial damages and adversely affect our results of operations and profitability.

We are and may in the future be party to civil, environmental, tax, labor, criminal, regulatory and administrative or legal proceedings, as well as arbitration and administrative proceedings. We cannot guarantee that the outcome will be favorable to us and that we have adequately recorded provisions for any such proceedings.

Decisions contrary to our interests that involve substantial amounts, especially in cases in which we have not recorded provisions or in which the amounts provisioned are lower than final adjudicated amounts and in which may prevent our conduct of business, may have an adverse effect on our results of operations and business. In addition, government authorities may have understandings or interpretations different than ours in connection with the conduct of our business and may subject us to contingencies for other reasons that require us to spend significant amounts or lead to the loss of grants from government authorities.

Moreover, we may not have sufficient funds to post collateral or provide guarantees in judicial or administrative proceedings involving substantial amounts. Even if we do not post such collateral or provide guarantees, we will be liable for paying any amounts due pursuant to any unfavorable outcomes in legal proceedings. We cannot assure you that, if we cannot make such payments, our assets, including financial assets, will not be attached or that we will be able to obtain tax good-standing certificates, all of which may have a material adverse effect on our business, results of operations and financial condition. See “Business—Legal Proceedings.”

As a private company, we designed our management processes and related internal controls to meet the requirements of our private owners and were not required to evaluate our internal control over financial reporting in a manner that meets the standards of publicly traded companies required by Section 404(a) of the Sarbanes-Oxley Act. As we prepare to be effective as a SEC registrant, we are investing in our internal controls, specifically regarding the effective design and operation of internal control over financial reporting and the evaluation and management certification thereof in accordance with Sarbanes Oxley rules.

In conjunction with the preparation of our financial statements that are included in this prospectus, we identified material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified pertain to the following: (i) we did not maintain effective controls over the review and monitoring of certain accounting processes and related financial statement close procedures, including controls relating to the identification, evaluation and recording of certain accounting adjustments and underlying data used in the preparation of the consolidated financial statements and (ii) we did not design and maintain effective controls to ensure appropriate evaluation of accounting matters and timely identification of errors in previously issued financial statements. The material weaknesses resulted in errors in our consolidated balance sheets and statements of operations and related disclosures, necessitating the restatement of our consolidated financial statements for the years ended March 31, 2025 and March 31, 2024. For further details, refer to note 2 of the Consolidated Financial Statements of Konkola Plc.

We intend to remediate the material weaknesses through the development and implementation of processes and controls. We have added personnel and are establishing a dedicated technical accounting review function to assist with evaluating and documenting the design and operating effectiveness of our internal controls and assist with the remediation of deficiencies, including the implementation and expected implementation of new control procedures. This implementation includes training and awareness of control operation requirements for employees.

We will not be able to fully remediate these material weaknesses until these steps have been completed and have been operating effectively for a sufficient period of time. Further, the measures we will take may not be sufficient to remediate the material weakness we have identified or avoid potential future material weaknesses. If the steps we take do not remediate the material weakness in a timely manner, we will be unable to conclude that we maintain effective internal control over financial reporting. Accordingly, there could continue to be a reasonable possibility that a material misstatement of our financial statements would not be prevented or detected. If we are unable to remedy these or any future material weakness, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired, which may adversely affect investor confidence in us and, as a result, the value of our common stock.

If we fail to maintain the adequacy of our internal control over financial reporting, when required, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002. Material weaknesses may still exist when we report on the effectiveness of our internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act. The process of designing and implementing internal control over financial reporting required to comply with the disclosure and attestation requirements of Section 404 of the Sarbanes-Oxley Act will be time-consuming and costly. However, if we fail to maintain an effective internal control environment, we could suffer material misstatements in our financial statements, fail to meet our reporting obligations or fail to prevent fraud, which would likely cause investors to lose confidence in our reported financial information. This could, in turn, limit our access to capital markets, harm our results of operations and lead to a decline in the trading price of our common stock.

Disclosure controls and procedures over financial reporting may not prevent or detect all errors or acts of fraud.

Disclosure controls and procedures, including internal controls over financial reporting, are designed to provide reasonable assurance that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

These disclosure controls and procedures have inherent limitations, which include the possibility that judgments in decision-making can be faulty and result in errors or mistakes. Additionally, controls can be circumvented by any unauthorized override of the controls. Consequently, our business is exposed to risk from potential non-compliance with policies, employee misconduct, negligence and fraud, which could result in regulatory sanctions, civil claims and serious reputational or financial harm. In particular, it is not always possible to deter employee misconduct, and the precautions we take to prevent and detect this activity may not always be effective. Accordingly, because of the inherent limitations in the control system, misstatements due to error or fraud may occur and not be detected.

We may also acquire businesses with unknown liabilities, contingent liabilities, internal control deficiencies or other risks. Realization of any of these liabilities or deficiencies may increase our expenses, adversely affect our financial position or cause us to fail to meet our public financial reporting obligations (including as a result of difficulties in integrating different internal control systems with our existing internal control systems).

We are subject to inflation risks, which might adversely affect our financial condition and results of operations.

Since we are unable to control the market price at which we sell the minerals we produce (except to the extent that we enter into forward sales contracts), it is possible that significantly higher inflation in the future across all operations, without a concurrent devaluation of the local currency against the U.S. dollar or an increase in the price of such minerals, could have a material adverse effect upon our results of operations and financial condition. We are also subject to inflation risk in relation to production inputs. See “—We may be adversely affected by the availability and cost of key inputs.”

We maintain accounts in currencies including the U.S. dollar and Kwacha. While this offering is being conducted in U.S. dollars, the Company conducts its business using both the aforementioned currencies depending on the location of the operations in question and the payment obligations involved. Accordingly, the results of the Company’s operations are subject to currency exchange risks. The fluctuations in currency exchange rates may significantly impact the Company’s financial position and results of operations in the future.

Our insurance does not cover all potential losses, liabilities and damage related to our business and certain risks are uninsured or uninsurable.

The business of mining and mineral exploration is generally subject to a number of risks and hazards including: adverse environmental conditions; industrial accidents; contaminations; labor disputes; unusual or unexpected geological conditions; ground or slope failures; cave-ins; changes in the regulatory environment; and natural phenomena such as inclement weather conditions, floods and earthquakes. Such occurrences could result in damage to, or destruction of, mineral properties or production facilities, personal injury or death, environmental damage to our properties or the properties of others, delays in mining, monetary losses and possible legal liability.

We maintain insurance against certain risks that are typical in the mining industry and in amounts that we believe to be reasonable, but which may not provide adequate coverage in certain circumstances. However, insurance against certain risks (including certain liabilities for environmental pollution or other hazards as a result of exploration and production) is not generally available to us or to other companies in the industry on acceptable terms. Furthermore, we may be unable to maintain or obtain insurance on commercially viable terms. The increasing focus on climate change and stricter regulatory requirements may further limit the availability of commercially-viable insurance terms. Losses resulting from such failure to obtain insurance may result in cost increases and decreased profitability.

We could be adversely affected by violations of applicable anti-corruption laws and economic and trade sanctions, and non-compliance with such laws can subject us to criminal or civil liability and harm our business, financial condition, and results of operations.

We and certain of our subsidiaries and affiliated entities conduct business in countries where there is an increased risk of government corruption, solicitation and acceptance of bribes and private sector bribery and corruption. We are committed to doing business in accordance with all applicable laws and our codes of ethics, but there is a risk that we, our subsidiaries or their affiliated entities or we or their respective officers, directors, employees, agents or representatives may act in violation of its codes and applicable laws, including the Criminal Code of Canada, the Corruption of Foreign Public Officials Act (Canada), the UK Bribery Act 2010, the U.S. Foreign Corrupt Practices Act of 1977, the Criminal Justice (Corruption Offenses) Act 2018 of Ireland and the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions. Any such violations could result in substantial civil and criminal penalties and might materially adversely affect our business, reputation, results of operations or financial condition. There has been a general increase in the frequency of enforcement and the severity of penalties under such laws, resulting in greater scrutiny and punishment of companies convicted of violating these laws. The Company may be found liable for violations by not only its employees, but also by its third-party agents.

Our business is also subject to and must be conducted in compliance with applicable economic and trade sanctions laws and regulations, such as those administered and enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the United Nations Security Council and other relevant sanctions authorities. These regulations may affect our ability to do business with certain countries, regions, governments or persons that are the subject or target of economic or trade sanctions.

Detecting, investigating and resolving actual or alleged violations of anti-corruption laws and economic and trade sanctions can require a significant diversion of time, resources and attention from senior management. In addition, noncompliance with anti-corruption, anti-bribery, anti-money laundering laws or economic and trade sanctions could subject us to whistleblower complaints, investigations, sanctions, settlements, prosecution, enforcement actions, fines, damages, other civil or criminal penalties or injunctions, suspension or debarment from contracting with certain persons, reputational harm, adverse media coverage and other collateral consequences. If any subpoenas or investigations are launched, or governmental or other sanctions are imposed, or if we do not prevail in any possible civil or criminal proceeding, our business, financial condition and results of operations could be harmed. In addition, responding to any action will likely result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees.

We are also at risk of material failures of our internal controls, theft and employee fraud, and from time to time in the past have suffered from breaches of our internal controls and instances of fraud, including misuse of corporate funds and assets, by certain of our officers, including managers, or employees. During the period when Konkola Plc was under the control of the Provisional Liquidator pursuant to the Scheme of Arrangement, we experienced a shortage of more than 15 Kt of copper on account of inaccurate reporting of inventory levels at our smelter furnaces, which was subsequently written off in Fiscal 2024. Despite monitoring compliance with our internal policies, we may nonetheless be unable to detect or prevent all instances of fraud, bribery and corruption involving our officers, employees, agents or representatives in the future, which could subject us to civil, administrative or criminal penalties as well as reputational damage. As such, there can be no assurance that we will not experience future instances of our local, regional and national officers, employees, agents or representatives not complying with our policies, making unintended accounting misstatements or breaches of local and national regulations and legislation or committing fraud, any of which could, individually or collectively, have a material adverse effect on our cash flows, financial condition and results of operations.

Mineral exploration is speculative and uncertain and the development of mines may be unsuccessful.

Since mines have limited lives based on Proven and Probable Mineral Reserves, we continually seek to replace and expand our Mineral Reserves. Mineral exploration, at both newly acquired properties and existing mining operations, is highly speculative in nature, involves many risks and frequently does not result in the discovery of mineable Mineral Reserves. There can be no assurance that our exploration efforts will result in the discovery of significant mineralization or that any mineralization discovered will result in an increase of our Proven or Probable Mineral Reserves. If Proven or Probable Mineral Reserves are developed, it may take a number of years and substantial expenditures from the initial phases of drilling until production is possible, during which time the economic feasibility of production may change. No assurance can be given that our exploration programs will result in the replacement of current production with new mineral reserves or that our development program will be able to extend the life of our existing mines.

In the event that new Mineral Reserves are not developed, we will not be able to sustain any mine’s current level of mineral reserves beyond the life of our existing Mineral Reserve estimates. The combination of these factors may cause us to expend significant resources (financial and otherwise) on a property without receiving a return on investment.

We have completed conceptual studies to assess the economic potential of our Mineral Resources. Conceptual studies are not feasibility studies and are lower in confidence as compared to feasibility studies. The results of our conceptual studies may not accurately reflect actual capital requirements, operating costs or revenues from any potential future production.

Many factors and contingencies are involved in the determination of the economic viability of a deposit, and conceptual studies, being early-stage studies into economic viability, are inherently based on a number of assumptions that are subject to uncertainty. For example, we conducted conceptual studies in October and November of 2025 to assess potential further production from the KCM Complex, including to carry out further resource definition at TD05 (as defined below) and the Lubengele tailings dam. These conceptual studies are contingent on several upgrades being made to our existing infrastructure, including to the Nchanga smelter and concentrator, as well as construction of a new tailings leach plant and increased requirements for power, dewatering, pastefill capacity and waste development. Such upgrades are very costly, and in the case of our most recent conceptual study, is estimated to cost over $3 billion. We have incurred and will incur further costs to classify mineral deposits as Mineral Resources and assess the viability of such increased production rates for existing Mineral Resources, which may never occur, including if such further study results indicate it would not be feasible to reach such a target, due to physical, financial or other constraints. Furthermore, conceptual studies do not include determinations as to Mineral Reserves, and the Mineral Resources addressed in the conceptual studies may never be converted into Mineral Reserves.

Our goal to increase copper production from our mining assets is dependent on a number of factors, including substantial investment to establish necessary mining and processing systems, some of which may not come to fruition.

Our ability to achieve our targeted increase in copper production from our mining assets is subject to a range of significant risks and uncertainties. Realizing this goal will require substantial and timely capital investment to establish, upgrade and maintain the mining and processing systems necessary to support higher production rates and operational reliability. If we are unable to secure and deploy the required capital, or if project execution is delayed or unsuccessful, our production targets and overall business performance could be materially and adversely affected. In order to achieve our targeted increase in copper production, we will need to expand and upgrade dewatering infrastructure, optimize mining methods, reduce operating costs significantly and implement a new paste fill backfill system to increase recovery and maintain geotechnical stability. We will also need to make significant upgrades to mine infrastructure, including concentrator circuits, ventilation, materials handling, surface facilities, and the construction of a new tailings leach plant which are required to support higher production rates. Any delays or failures in any of these projects would adversely impact our plans. Reliable power supply is essential. With current backup capacity insufficient for full operations during outages and projected power needs expected to rise with increased production targets, extended power disruptions could compromise critical systems and result in production losses. Any failure to address these factors in a timely and effective manner would materially and adversely affect our ability to achieve our production targets and the overall value of our mining assets.

Credit rating downgrading in Zambia or other countries in which we operate could reduce the trading price of our common stock.

We may be harmed by investors’ perceptions of risks related to sovereign debt credit rating of Zambia and other countries in which we operate. Rating agencies regularly evaluate those countries and their sovereign credit ratings, which are based on a number of factors including macroeconomic trends, fiscal and budgetary conditions, indebtedness metrics and the perspective of changes in any of these factors.

After giving effect to the sale of our common stock pursuant to this offering, Vedanta will control (directly or indirectly) % (or % if the underwriters exercise their option to purchase additional shares of common stock in full) of our aggregate voting power. For so long as Vedanta continues to control a majority of the voting power, it will generally be able to significantly influence the outcome of all corporate actions requiring approval of the general meeting.

So long as Vedanta continues to control a majority of the voting power of our shares, it will be able to influence the composition of our board of directors and thereby influence our policies and operations, including the appointment of management, future issuances of shares or other securities, the payment of dividends, if any, on shares, the incurrence or modification of debt by us, amendments to our amended and restated certificate of incorporation and the entering into extraordinary transactions, and its interests may not in all cases be aligned with our other stockholders’ interests. In addition, Vedanta may have an interest in pursuing acquisitions, divestitures and other transactions that, in its judgment, could enhance its investment or improve its financial condition, even though such transactions might involve risks to our other stockholders.

As a result, Vedanta and its affiliates’ interests may not be the same as, or may conflict with, the interests of our other stockholders or our interests. Investors in this offering will not be able to affect the outcome of a stockholder vote while Vedanta controls the majority of the voting power in the general meeting. Because Vedanta’s interests may differ from those of our other stockholders, actions that Vedanta takes with respect to us, as our controlling stockholder, may not be favorable to us or to our other stockholders.

We have applied to list our common stock on the NYSE. Upon the closing of this offering, Vedanta will continue to control a majority of our common stock. As a result, we will be a “controlled company” within the meaning of the NYSE corporate governance standards. The NYSE Listed Company Manual provides that a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements:

We have elected to rely on the “controlled company” exemption provided in the NYSE Listed Company Manual from the requirement to have a majority of independent directors, and we could elect to rely on other exemptions in the future. As a result, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE. Our status as a controlled company could cause our common stock to look less attractive to certain investors or otherwise harm the trading price of our common stock. See “Management—Controlled Company Exemption.”

We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

Our board of directors and executive management will have broad discretion over the application of the net proceeds that we receive from this offering. We may spend or invest these proceeds in ways with which our stockholders disagree or that do not yield a favorable return, if at all. We intend to use the net proceeds from this offering as described in the section entitled “Use of Proceeds.” However, our use of these proceeds may differ substantially from our current plans. Failure by our management to apply these funds effectively could harm our business, financial condition and results of operations. Pending their use, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value.

The market price of our common stock may be volatile, and your investment could suffer or decline in value.

The price of our common stock is likely to be significantly affected by short-term changes in copper prices or in our financial condition or results of operations as reflected in our quarterly and annual reports. Other factors unrelated to our performance that may have an effect on the price of our common stock include the following: levels of supply and demand for our products and for a broad range of other industrial products; expectations with respect to the rate of inflation; the relative strength of certain currencies; interest rates; speculative activities; transportation restrictions; global or regional political or economic crises; government policy changes, including taxes and tariffs; trade disputes or the potential for trade disputes; the extent of analytical coverage available to investors concerning our business may be limited if investment banks with research capabilities do not continue to follow our common stock; the lessening in trading volume and general market interest in our common stock may affect an investor’s ability to trade significant numbers of common stock; and the size of our public float may limit the ability of some institutions to invest in our common stock. Even if an active, liquid and orderly trading market is sustained for our common stock, the market price of our common stock may be volatile and could decline significantly.

In addition, if our performance does not meet market expectations, the price of our common stock may decline. Fluctuations in the price of our common stock could contribute to the loss of all or part of your investment. The initial public offering price for the shares was determined by negotiations between us and the underwriters. You may not be able to resell your shares at or above the initial public offering price due to a number of factors included herein. Factors affecting the trading price of our common stock may also include:

Broad market and industry factors may depress the market price of our common stock irrespective of our operating performance. The stock market in general has experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our common stock, may not be predictable. A loss of investor confidence in the market for companies engaging in the mining industry or the stocks of other companies which investors perceive to be similar to us could depress the price of our common stock regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our common stock also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

Moreover, in the past, following periods of volatility in the trading price of a company’s securities, securities class action litigation has often been instituted against that company. If we were to be involved in any similar litigation, we could incur substantial costs and our management’s attention and resources could be diverted, which would have a material adverse effect on us.

As a result of any of these factors, the market price of our common stock at any given point in time may not accurately reflect our long-term value. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. We may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

A trading market for our common stock on NYSE may not develop. Furthermore, any future trading market for our common stock may be affected in part by the research and reports that industry and financial analysts come to publish about us or our business after we become an independent listed company. We do not control these analysts. As a newly public company, we may be slow to attract research coverage. Furthermore, if one or more of the analysts downgrade our common stock or our industry and change their views regarding the shares of any of our competitors or other companies in our sector, or publish inaccurate or unfavorable research about our business, the market price of our common stock could decline. If one or more of these analysts cease coverage of our Company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.

We may, from time to time, need additional funds to implement our growth strategy, acquire target companies or otherwise conduct our activities and we may issue additional common stock. Any additional funds obtained by such a capital increase may dilute your interest in our company or decrease the market price of our common stock.

We are not contractually obligated to pay regular cash dividends on our common stock following this offering. Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on, among other things, general and economic conditions, our results of operations and financial condition, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions and such other factors that our board may deem relevant. Pursuant to the KCM Shareholders Agreement, distributions from Konkola Plc are subject to the Konkola Waterfall prioritizing interest and partial principal on shareholder loans and other specified liabilities, which may limit or delay our ability to receive dividends or other distributions from Konkola Plc, which may in turn limit or delay our ability to declare and pay dividends. See “—Risks Related to our Business—Our holding company structure makes us dependent on the operations of our subsidiaries” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

In addition, our ability to pay dividends is, and may be, limited by covenants of any future outstanding indebtedness we or our subsidiaries incur. Therefore, any return on investment in our common stock may be solely dependent upon the appreciation of the price of our common stock on the open market, which may not occur. See “—Risks Related to our Business—Our holding company structure makes us dependent on the operations of our subsidiaries.”

We ceased to be an emerging growth company, as defined in the Jumpstart our Business Startups Act (“JOBS Act”), as of March 31, 2026 because our annual gross revenues exceeded $1.235 billion in Fiscal 2026. However, because we will cease to be an emerging growth company on a date after we confidentially submit our draft registration statement related to this offering to the SEC, we will continue to be treated as an emerging growth company for certain purposes until the earlier of the date on which we complete this offering or March 31, 2027. As such, we have decided to take advantage of certain exemptions that allow us to comply with reduced disclosure obligations in the registration statement of which this prospectus forms a part that are not available to non-emerging growth companies. We cannot predict if investors will find our common stock less attractive because we have relied on these exemptions. If some investors find our common stock less attractive as a result, there may be less demand for our common stock, and the market price of our common stock may fall.

There is currently substantial doubt about Konkola Plc’s ability to continue as a going concern.

On December 22, 2023, Konkola Plc and VRHL entered into the Capital Expenditures Support Loan Agreement, pursuant to which VRHL committed to providing a $1 billion capital expenditures support facility to Konkola Plc. As reflected in the consolidated financial statements of Konkola Plc, Konkola Plc reported operating losses of $46.9 million and $302.4 million for the years ended March 31, 2026 and March 31, 2025, respectively. Konkola Plc had deficit cashflows from operating activities of $66.3 million and $266.6 million for the years ended March 31, 2026 and March 31, 2025, respectively. Konkola Plc’s cash and cash equivalents were $154.1 million as of March 31, 2026. These factors raise substantial doubt about Konkola Plc’s ability to continue as a going concern.

On October 30, 2025, Konkola Plc received a letter of financial support from VRL, pursuant to which VRL agreed to provide necessary financial support to Konkola Plc for a minimum period of 12 months. During the period in which Konkola Plc was under the management of the Provisional Liquidator, total production of Konkola Plc (including Integrated and from third-party sources) declined to approximately 54 Ktpa in Fiscal 2024, resulting in operating losses and deficit cashflows. While we have already achieved a production run rate of 129 Ktpa of copper (including Integrated and from third party sources) from April 2025 through March 2026 under Vedanta’s management and plan to expend $2.7 billion capital expenditures (which includes proceeds from this offering) to allow Konkola Plc to ramp-up its copper production and generate a positive cash flow, Konkola Plc may not be able to achieve our production goals or generate positive cash flow. Based upon Konkola Plc’s current operating plan and assumptions, Konkola Plc expects that its existing cash balances and expected cash flows from operations, alongside the continuance of the financial support received from Vedanta will be sufficient to fund its operations for at least the next 12 months. Konkola Plc has based this estimate on assumptions that may prove to be wrong, and it could use capital resources sooner than it currently expects.

Konkola Plc or CopperTech may need to raise additional funds. There can be no assurance that Konkola Plc or CopperTech will be able to secure any needed funding, or that if such funding is available, the terms or conditions would be acceptable to Konkola Plc or CopperTech. If Konkola Plc or CopperTech is unable to obtain additional financing when it is needed, Konkola Plc will need to restructure its operations and possibly divest all or a portion of its business. Konkola Plc or CopperTech may seek additional capital through a combination of equity offerings and debt financings. Debt financing, if obtained, may involve agreements that include covenants limiting or restricting Konkola Plc or CopperTech’s ability to take specific actions, such as incurring additional debt, and could increase Konkola Plc or CopperTech’s expenses, require that Konkola Plc or CopperTech’s assets secure such debt, or provide for high interest rates, discounted conversion prices, or other unfavorable terms. Equity financing, if obtained, could result in dilution to Konkola Plc or CopperTech’s then-existing stockholders. If Konkola Plc or CopperTech are unsuccessful in securing additional funding, Konkola Plc may be required to cease operations which could result in Konkola Plc’s stockholders, and by virtue of CopperTech’s ownership interest in Konkola Plc being its only asset, CopperTech’s stockholders, losing all or almost all of their investment.

An active trading market for our common stock may not be sustained, and investors may not be able to resell our common stock at or above the price for which they purchased such common stock.

Prior to this offering, there was no public market for our common stock. Although we have applied to list our common stock on NYSE under the trading symbol “CUX”, an active trading market for our common stock may never develop or be sustained following this offering. The initial public offering price was determined by negotiations between us and the underwriters and may not be indicative of market prices of our common stock that will prevail in the open market after the offering. A public trading market having the desirable characteristics of depth, liquidity and orderliness depends upon the existence of willing buyers and sellers at any given time, such existence being dependent upon the individual decisions of buyers and sellers over which neither we nor any market maker has control. The failure of an active and liquid trading market to develop and continue would likely have a material adverse effect on the value of our common stock. The market price of our common stock may decline below the initial public offering price, and you may not be able to sell your shares of our common stock at or above the price you paid in this offering, or at all. An inactive market may also impair our ability to raise capital to continue to fund operations by issuing additional shares of our common stock and may impair our ability to make acquisitions by using any such common stock as consideration.

Substantial future sales of our common stock, or the perception that these sales could occur, may cause the price of our common stock to drop significantly, even if our business is performing well.

A large volume of sales of common stock, or securities convertible into or exercisable or exchangeable for our common stock, into the public market, could decrease the prevailing market price of such securities and could impair our ability to raise additional capital through the sale of equity securities in the future. Even if a substantial number of sales of our common stock or warrants does not occur, the mere perception of the possibility of these sales could depress the market price of our common stock or warrants and have a negative effect on our ability to raise capital in the future.

Additionally, sales of a substantial number of our common stock in the public market could occur at any time after the expiration of the 180-day contractual lock-up period described in the “Underwriting” section of this prospectus (or earlier if such lock-up period is waived by the underwriters). These sales, or the market perception that the holders of a large number of shares of our common stock intend to sell our common stock, could significantly reduce the market price of our common stock and the market price could decline below the initial public offering price. We cannot predict the effect, if any, that future public sales of these shares of our common stock, or the availability of these common stock for sale will have on the market price of our common stock. If the market price of our common stock was to drop as a result, this might impede our ability to raise additional capital and might cause remaining stockholders to lose all or part of their investments.

Further, we cannot predict the size of future issuances of our common stock or other securities or the effect, if any, that future issuances and sales of our securities will have on the market price of our common stock. Sales of substantial amounts of our securities, or the perception that such sales could occur, may adversely affect prevailing market prices for our common stock.

If you purchase common stock in this offering, you will suffer immediate and substantial dilution of your investment.

The initial public offering price of our common stock is substantially higher than the pro forma net tangible book value per share of common stock. Therefore, if you purchase common stock in this offering, you will pay a price per share that substantially exceeds our pro forma net tangible book value per share after this offering. You will experience immediate dilution of $ per share, representing the difference between our pro forma net tangible book value per share after giving effect to this offering and the initial public offering price. See “Dilution” for more detail, including the calculation of the net tangible book value per share of common stock.

We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect holders of our common stock, which could depress the price of our common stock.

Our amended and restated certificate of incorporation will authorize us to issue one or more series of preferred stock. Our board of directors will have the authority to determine the preferences, limitations and relative rights of the shares of preferred stock and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by our stockholders. Our preferred stock could be issued with voting, liquidation, dividend and other rights superior to the rights of our common stock. The potential issuance of preferred stock may delay or prevent a change in control of us, discouraging bids for our common stock at a premium to the market price, and materially adversely affect the market price and the voting and other rights of the holders of our common stock.

As a result of becoming a public company, we will be obligated to develop and maintain proper and effective internal control over financial reporting in order to comply with Section 404 of the Sarbanes-Oxley Act. We may not complete our analysis of our internal control over financial reporting in a timely manner, or these internal controls may not be determined to be effective, which may adversely affect investor confidence in us and, as a result, the value of our common stock.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. We are in the very early stages of the costly and challenging process of compiling the system and processing documentation necessary to perform the evaluation needed to comply with Section 404 of the Sarbanes-Oxley Act. We may not be able to complete our evaluation, testing and any required remediation in the time required. If we are unable to assert that our internal control over financial reporting is effective, we could lose investor confidence in the accuracy and completeness of our financial reports, which would cause the price of our common stock to decline, and we may be subject to investigation or sanctions by the SEC.

We will be required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish an annual report by management on, among other things, the effectiveness of our internal control over financial reporting. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. We will also be required to disclose changes made in our internal control and procedures on a quarterly basis. However, our independent registered public accounting firm will not be required to report on the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act commencing with the filing of our second annual report on Form 10-K. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating.

Additionally, the existence of any material weakness or significant deficiency would require management to devote significant time and incur significant expense to remediate any such material weaknesses or significant deficiencies and management may not be able to remediate any such material weaknesses or significant deficiencies in a timely manner. The existence of any material weakness in our internal control over financial reporting could also result in errors in our financial statements that could require us to restate our financial statements, cause us to fail to meet our reporting obligations and cause stockholders to lose confidence in our reported financial information, all of which could materially and adversely affect our business and stock price. To comply with the requirements of being a public company, we may need to undertake various costly and time-consuming actions, such as implementing new internal controls and procedures and hiring additional accounting or internal audit staff, which may adversely affect our business, financial condition, results of operations, cash flows and prospects.

The historical and pro forma financial information in this prospectus may make it difficult to accurately predict our costs of operations in the future.

Our historical financial information reflect the Resumption of Control and does not reflect the Transactions and the costs we expect to incur as a public company or the resulting changes that will occur in our capital structure and operations. In preparing our pro forma financial information we have given effect to, among other items, the Transactions and this Offering. The estimates we used in our pro forma financial information may not be similar to our actual experience as a public company. See the sections entitled “Summary Historical and Unaudited Pro Forma Condensed Consolidated Combined Financial Information”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Unaudited Pro Forma Condensed Consolidated Combined Financial Information” and our consolidated financial statements included elsewhere in this prospectus.

Certain provisions of Delaware law and anti-takeover provisions in our organizational documents could delay or prevent a change of control.

Certain provisions of Delaware law and our amended and restated certificate of incorporation and amended and restated bylaws may have an anti-takeover effect and may delay, defer or prevent a merger, acquisition, tender offer, takeover attempt or other change of control transaction that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by our stockholders. These provisions provide for, among other things:

These anti-takeover provisions could make it more difficult for a third party to acquire us, even if the third party’s offer may be considered beneficial by many of our stockholders. As a result, our stockholders may be limited in their ability to obtain a premium for their shares.

Our amended and restated bylaws will designate the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation that may be initiated by our stockholders and the federal district courts of the United States as the exclusive forum for litigation arising under the Securities Act of 1933, as amended (the “Securities Act”), which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.

Pursuant to our amended and restated bylaws to be effective in connection with the closing of this offering, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state or federal court located within the State of Delaware) will, to the fullest extent permitted by law, be the sole and exclusive forum for (i) derivative action, suit or proceeding brought on behalf of our Company, (ii) action, suit or proceeding asserting a claim of breach of a duty (including any fiduciary duty) owed by any current or former director, officer or other employee or stockholder of the Company to the Company or to the Company’s stockholders, (iii) action, suit or proceeding arising pursuant to any provision of the Delaware General Corporation Law (“DGCL”) or our amended and restated certificate of incorporation or our amended and restated bylaws or as to which the DGCL confers jurisdiction to the Court of Chancery of the state of Delaware, (iv) action, suit or proceeding asserting a claim against our Company governed by the internal affairs doctrine or (v) any other action asserting an internal corporate claim, as defined in Section 115 of the DGCL. This provision would not apply to any action or proceeding asserting a claim under the Securities Act or the Exchange Act for which the federal courts have exclusive jurisdiction or any other claim for which the federal courts have exclusive jurisdiction.

Furthermore, our amended and restated bylaws will also provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States will be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, Exchange Act or any other claim for which federal courts of the United States have exclusive jurisdiction, against us or any director, officer, employee or agent of ours.

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all claims brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Accordingly, our amended and restated bylaws will provide that the exclusive forum provision does not apply to suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Accordingly, actions by our stockholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must be brought in federal court.

Our amended and restated bylaws will further provide that any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock is deemed to have notice of and consented to the provisions of our amended and restated bylaws described above; however, investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. See “Description of Capital Stock—Anti-Takeover Effects of Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and Certain Provisions of Delaware Law—Exclusive Forum.” The forum selection provisions in our amended and restated bylaws may have the effect of discouraging lawsuits against us or our directors and officers and may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us. If the enforceability of our forum selection provision were to be challenged, we may incur additional costs associated with resolving such a challenge. While we currently have no basis to expect any such challenge would be successful, if a court were to find our forum selection provision to be inapplicable or unenforceable, we may incur additional costs associated with having to litigate in other jurisdictions, which could have an adverse effect on our business, financial condition and results of operations and result in a diversion of the time and resources of our employees, management and board of directors.

Our business, results of operations, cash flows and financial condition have been and may continue to be adversely affected by changes in geopolitical and global economic conditions.

Prevailing geopolitical and economic conditions from time to time may impact our ability to obtain equity or debt financing in the future on terms favorable to us or at all. Recent global economic and geopolitical events, such as the conflict in the Middle East, the broad introduction of U.S. tariffs, the war in Ukraine and sanctions on Russia, the renewed U.S.-China trade war, increasing energy costs coupled with supply concerns, increasing inflationary concerns, have created further uncertainty in global financial and equity markets. Any of these economic factors, as well as other related factors such as recession, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses and our operations could be adversely impacted.

Securities of mining companies have experienced and will experience substantial volatility, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include environmental policies, geopolitical disputes and related policies, macroeconomic developments both globally and in the countries where we conduct business and market perceptions of the attractiveness of particular industries. The prices of securities of publicly listed commodity producers are often directly or closely correlated to related commodity prices, and the price of our common stock may be significantly affected by, among other things, short-term movements in commodity prices generally, base or precious metal prices or other mineral or energy sector prices, currency exchange fluctuation and the political and economic environment in the countries in which we do business and globally. To the extent any geopolitical or similar tensions specifically impact Zambian or other African businesses, we may be impacted in ways that some of our competitors are not. Although receiving increased attention from the United States, Zambia has historically had significant economic ties with China. If relationships between Zambia and any significant copper consumers deteriorate, it may adversely impact our ability to sell our products or, in the case of the United States and other Western nations, execute on our strategy, either of which may also adversely impact our stock’s performance.

This prospectus contains forward-looking statements that reflect our current views with respect to, among other things, future events and our future business, financial condition, results of operations, prospects, the impact of potential acquisitions and dispositions, our strategy for growth and the use of proceeds of this offering. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would” and “outlook,” or the negative version of those words or phrases or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not statements of historical fact, and are based on current expectations, estimates and projections about our industry as well as certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Forward-looking statements contained in this prospectus include, but are not limited to, statements about:

The forward-looking statements in this prospectus are only predictions and are based largely on our current expectations and projections about future events and trends that we believe may affect our business strategy, financial condition, results of operations, short-term and long-term business operations and objectives and financial needs. These forward-looking statements speak only as of the date of this prospectus and are subject to a number of known and unknown risks, uncertainties and assumptions, including those described in the section entitled “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business 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 we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely upon these forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance or achievements. We undertake no obligation to update any of these forward-looking statements for any reason after the date of this prospectus, except as required by law.

You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement of which this prospectus is a part completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by the cautionary statements contained in this section and elsewhere in this prospectus.

We estimate, based upon an assumed initial public offering price of $ per share of common stock (which is the midpoint of the price range set forth on the cover page of this prospectus), that we will receive net proceeds from this offering of approximately $ million (or $ million if the underwriters exercise in full their option to purchase additional shares of common stock), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) the net proceeds to us from this offering by approximately $ million, assuming the number of shares offered, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Each 1,000,000 share increase (decrease) in the number of shares offered by us in this offering would increase (decrease) the net proceeds to us from this offering by approximately $ million, assuming that the price per share for the offering remains at $ , and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

VRJL, which will be our wholly owned subsidiary following the Transactions, has assumed the obligation to loan the unfunded balance of $670.0 million under the Capital Expenditures Support Loan to Konkola Plc. As the sole stockholder of VRJL following the Transactions, we intend to contribute $670.0 million of the net proceeds of this offering to VRJL to loan the outstanding balance of the Capital Expenditures Support Loan to Konkola Plc. Such contribution will be used by Konkola Plc to meet capital development and infrastructure requirements of the Konkola Deep Mine Project at the Konkola Complex.

Any remaining net proceeds following the contribution to Konkola Plc under the Capital Expenditures Support Loan will also be utilized to further develop Konkola Plc’s operations as set out below:

The expected use of net proceeds represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve and change. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors, including the factors described under “Risk Factors” in this prospectus, and the occurrence of unforeseen events or changed business conditions could result in the application of the net proceeds of this offering in a manner other than as described above. As a result, our management will retain broad discretion over the allocation of such net proceeds.

Pending our use of the net proceeds from this offering, we intend to invest the net proceeds in a variety of capital preservation investments, including, but not limited to, short-term, investment-grade, interest-bearing instruments. No assurance can be given that we will invest the net proceeds from this offering in a manner that produces income or that does not result in a loss in value.

We have never declared nor paid a dividend on our capital stock. We currently do not anticipate paying any cash dividends on our common stock for the foreseeable future. We intend to retain any earnings for use in our business. Any declaration and payment of future dividends or other distributions to holders of our common stock will be at the discretion of our board of directors in accordance with applicable law and will depend on many factors, including our financial condition, earnings, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends or other distributions and other considerations that our board of directors deems relevant.

Although there are currently no restrictions in our debt agreements or capital structure that would prevent us from paying a dividend in the future as a holding company, our ability to pay dividends on our common stock will depend on our receipt of loan repayments from Konkola Plc, cash distributions and dividends from our direct and indirect operating subsidiaries. Pursuant to the KCM Shareholders Agreement, distributions from Konkola Plc are subject to the Konkola Waterfall prioritizing interest and partial principal on shareholder loans and other specified liabilities. Although VRJL will be entitled to receive repayments of the $670.0 million to be funded to Konkola Plc pursuant to the Capital Expenditures Support Loan Agreement, repayments will only commence once Konkola Plc has positive cash flows pursuant to the Konkola Waterfall. Similarly, repayments on any loans made by CopperTech to Konkola Plc, including of the net proceeds, will be limited by the requirements of the Konkola Waterfall. Cash distributions to CopperTech are only permitted after all such obligations are satisfied, which may limit or delay our ability to receive dividends or other distributions from Konkola Plc. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” Furthermore, our operating subsidiaries may be similarly impacted by, among other things, the terms of any preferred equity securities, contractual restrictions and provisions of applicable law and may issue in the future, debt agreements containing restrictive covenants.

Accordingly, you may need to sell your shares of our common stock to realize a return on your investment, and you may not be able to sell your shares at or above the price you paid for them. See “Risk Factors—Risks Relating to our Common Stock and the Offering—An active trading market for our common stock may not be sustained, and investors may not be able to resell our common stock at or above the price for which they purchased such common stock.”

The following table sets forth our cash and cash equivalents and capitalization as of March 31, 2026 as follows:

The pro forma information set forth in the table below is illustrative only and will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. You should read this table, together with the information contained in this prospectus, including the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Use of Proceeds” and the historical financial statements and related notes included elsewhere in this prospectus.

Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share (which is the midpoint of the price range set forth on the cover page of this prospectus) would increase (decrease) each of cash and cash equivalents, additional paid-in capital, total shareholders’ equity and total capitalization on a pro forma basis by approximately $ million, assuming the number of shares offered, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Each 1,000,000 share increase (decrease) in the number of shares of common stock offered in this offering would increase (decrease) each of cash and cash equivalents, additional paid-in capital, total shareholders’ equity and total capitalization on a pro forma basis by approximately $ million, assuming the number of shares offered, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

If you invest in our common stock in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share and the pro forma net tangible book value per share of our common stock after this offering. Net tangible book value per share is determined by subtracting our total liabilities from the total book value of our tangible assets and dividing the difference by the number of shares of common stock outstanding.

Dilution is the amount by which the offering price paid by the purchasers of the common stock in this offering exceeds the pro forma net tangible book value per share of common stock after the offering. After giving effect to the Transactions, the IPO Award and the assumed sale of our common stock in the aggregate amount of $ in this offering at an assumed offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma net tangible book value as of March 31, 2026 would have been approximately $ , or $ per share. This represents an immediate increase in pro forma net tangible book value per share of $ to existing stockholders and immediate decrease of $ per share in pro forma net tangible book value per share to new investors participating in this offering.

The dilution information discussed above is illustrative only and may change based on the actual initial public offering price and other terms of this offering determined at pricing. Each $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, our pro forma net tangible book value per share to new investors by $ , and would increase or decrease, as applicable, dilution per share to new investors purchasing shares of common stock in this offering by $ , assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase or decrease of 1.0 million in the number of shares of our common stock offered by us would increase or decrease, as applicable, our pro forma net tangible book value by approximately $ per share and increase or decrease, as applicable, the dilution to new investors purchasing shares of common stock in this offering by $ per share, assuming the assumed initial public offering price remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters’ option to purchase additional shares of our common stock from us is exercised in full, the pro forma net tangible book value per share of our common stock would be $ per share, and the dilution in net tangible book value per share to new investors purchasing shares of common stock in this offering would be $ per share.

The following table summarizes, as of , after giving effect to the Transactions and this offering, the difference between existing investors and new investors in this offering with respect to the aggregate number of shares of common stock purchased and the total consideration and average price per share of common stock paid to us (assuming that none of the shares of common stock sold in this offering are purchased by existing investors):

We may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

The dilution information above is for illustrative purposes only. Our as adjusted net tangible book value following the consummation of this offering is subject to adjustment based on the actual initial public offering price of our shares and other terms of this offering determined at pricing.

The following unaudited pro forma condensed consolidated combined financial information reflects the impact of the Transactions and this offering. CopperTech was formed on January 30, 2025. CopperTech currently has no assets or liabilities and has conducted no operations to date other than in connection with its incorporation and this offering. Following the completion of the Transactions, CopperTech will be a holding company whose sole asset will consist of its 79.42% equity interest in Konkola Plc.

The following unaudited pro forma condensed consolidated combined statement of operations for the year ended March 31, 2026 gives effect to the Transactions and this offering, as if they had occurred on April 1, 2025. The unaudited pro forma condensed consolidated balance sheet as of March 31, 2026 gives effect to the Transactions and this offering as if they had occurred on March 31, 2026.

We have derived the unaudited pro forma condensed consolidated combined statements of operations and unaudited pro forma condensed consolidated combined balance sheet from the historical financial statements of CopperTech and the historical financial statements of Konkola Plc included elsewhere in this prospectus. The historical financial statements of CopperTech has been adjusted in this unaudited pro forma condensed consolidated combined financial information to give effect to events that are directly attributable to the Transactions and this offering, that are factually supportable and, with respect to the statements of operations, are expected to have a continuing impact on CopperTech. The unaudited pro forma condensed consolidated combined financial information reflects adjustments that are described in the accompanying notes and are based on available information and certain assumptions we believe are reasonable but are subject to change. The Transactions have been accounted for as common control Transactions, as the entities subject to the Transactions are under the control of the same stockholders both before and after the Transactions. The Transactions have been accounted for at historical cost as presented in the consolidated financial statements of VRL.

The pro forma adjustments are described in the notes to the unaudited pro forma condensed consolidated combined financial information and principally include the following:

Except as otherwise indicated, the unaudited pro forma condensed consolidated combined financial information presented assumes no exercise by the underwriters of their option to purchase additional shares of common stock in the offering.

As a public company, we will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. We expect to incur additional annual expenses related to these additional procedures and processes including, among other things, additional directors’ and officers’ liability insurance, director fees, transfer agent fees, costs relating to additional accounting, legal and administrative personnel, increased auditing, tax and legal fees, stock exchange listing fees and other public company expenses. We have not included any pro forma adjustments relating to these costs in the information below.

The unaudited pro forma condensed consolidated combined financial information and related notes have been prepared by management in accordance with Article 11 of Regulation S-X and are provided for illustrative purposes only. The unaudited pro forma condensed consolidated combined financial information should not be relied upon as being indicative of our results of operations or financial condition had the Transactions or this offering occurred on the dates assumed. The unaudited pro forma condensed consolidated combined financial information also does not project our results of operations or financial position for any future period or date. The unaudited pro forma condensed consolidated combined statement of operations and balance sheet should be read in conjunction with the “Risk Factors,” “Summary Historical and Unaudited Pro Forma Condensed Consolidated Combined Financial Information”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

Notes to Unaudited Pro Forma Condensed Consolidated Combined Financial Statements

The unaudited pro forma condensed consolidated combined financial information was prepared in accordance with Article 11 of Regulation S-X, as amended, and present the pro forma financial condition and results of operations of the Company based upon the historical financial information after giving effect to the Transactions and related adjustments set forth in the notes to the unaudited pro forma condensed consolidated combined financial information.

The Transactions were completed on . The Transactions involve (a) the transfer of 100% of the equity interests in VRJL by VRL to CopperTech, resulting in VRJL becoming a wholly owned subsidiary of CopperTech, (b) the transfer of 79.42% of the equity interests in Konkola Plc by VRHL to VRJL, resulting in Konkola Plc becoming an indirect subsidiary of CopperTech, (c) the novation of the obligation to fund the remaining $670.0 million under the Capital Expenditures Support Loan from VRHL to VRJL and (d) the contribution by affiliates of Vedanta to VRJL of loans receivable having carrying value of $706.0 million (contracted value of $1,964.0 million) owed by Konkola Plc. The loans to be contributed to VRJL pursuant to the Transactions will exclude: (a) the Funded Scheme Loans and Excluded Legacy Liabilities, and VRHL and the relevant Vedanta affiliate lender will remain the lender of the Funded Scheme Loans and Excluded Legacy Liabilities, respectively. Following the completion of the Transactions, CopperTech, as a standalone entity, will be a holding company and its material assets will consist of 79.42% of the outstanding Common Shares of Konkola Plc and loan balances of approximately $1,964.0 million owing from Konkola Plc, which it will hold indirectly through its wholly owned subsidiary - VRJL. The Transactions have been accounted for as a common control transaction since the same controlling shareholders controlled all these entities before and after the Transactions. See “Summary of the Transactions.”

The unaudited pro forma condensed consolidated combined statement of operations for the year ended March 31, 2026 were prepared assuming the Transactions occurred on April 1, 2025. The unaudited pro forma condensed consolidated combined balance sheet as of March 31, 2026 was prepared as if the Transactions occurred on March 31, 2026.

Note 2. Notes detailing adjustments to Unaudited Pro Forma Condensed Consolidated Combined Balance Sheet and Unaudited Pro Forma Condensed Consolidated Combined Statement of Operations Acquisition of Konkola Plc

On July 31, 2024, VRL regained control of Konkola Plc. Upon the Resumption of Control, VRL applied the acquisition method at the consolidated level, establishing a new basis of accounting for Konkola Plc’s assets and liabilities in VRL’s consolidated financial statements. Upon the completion of the Transactions, Konkola Plc will become an indirect subsidiary of CopperTech. Konkola Plc becoming an indirect subsidiary of CopperTech has been assessed to be a common control transaction under ASC 805-50. Under ASC 805-50-30-5, the receiving entity recognizes the transferred assets and liabilities at the carrying amounts of the parent, VRL. Accordingly, historical amounts of Konkola Plc have been adjusted for fair value adjustments as on the date of resumption of control by the parent and subsequent adjustments for depreciation, amortization, etc. as the parent does not prepare US GAAP consolidated financial statements. Accordingly, the following adjustments have been accounted for in these unaudited pro forma condensed consolidated combined financial information:

ii) Depreciation & Amortization, Deferred Taxes and Non-Controlling Interest

The following table presents the reconciliation between the depreciation & amortization considered for the purpose of preparing the historical statement of operations of Konkola Plc (presented elsewhere in this prospectus) with the value of incremental depreciation and amortization on the fair value adjustments resulting from the Resumption of Control by VRL for the year ended March 31, 2026. Related deferred tax and an incremental adjustment attributable to non-controlling interests presented separately:

(i) issuance of 265,479,197 number of common stock, $0.01 par value per share, aggregating to $2.7 million, with additional paid-in capital of $1,324.3 million by CopperTech to acquire Konkola Plc through VRJL.

(ii) issuance of 704,520,803 number of common stock, $0.01 par value per share, aggregating to $7.0 million, with additional paid-in capital of $699.0 million by CopperTech to acquire the loan receivables along with accrued interest from affiliates of Vedanta through VRJL having carrying value of $706.0 million (contracted value of $1,964.0 million) which is owed by Konkola Plc.

Accordingly, the loan receivables along with accrued interest in the books of VRJL and corresponding loan liability along with accrued interest payable in the books of Konkola Plc and related interest income and interest expense of $105.0 million have also been eliminated.

Reflects the elimination of Konkola Plc’s and VRJL’s common share capital, special share capital, pre-acquisition additional paid-in capital and accumulated deficit.

Reflects the elimination of Konkola Plc’s common share capital of $11.0 million (1,098,677,473 shares), non-redeemable deferred shares of $59.4 million, special share capital of $0 million, pre-acquisition additional paid-in capital of $2,089.8 million, pre-acquisition debit balance of accumulated deficit of $1,959.1 million and VRJL’s common share capital of $0 million (2 shares).

The Transactions include the transfer of 100% of the equity interests in VRJL by VRL to CopperTech, for nominal cash consideration, resulting in VRJL becoming a wholly owned subsidiary of CopperTech. This transaction has been accounted for as an asset acquisition in accordance with the guidance in ASC 805-50-15-3. Accordingly, the assets acquired and liabilities assumed are recognized at historical carrying amounts and difference of $0.4 million, between the consideration paid and the historical carrying value of net assets is recognized as an adjustment to additional paid-in capital.

No material transaction costs have been incurred or are expected to be incurred in connection with the Transactions. Accordingly, no adjustment for transaction expenses has been recorded in the accompanying unaudited pro forma condensed consolidated financial statements.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

References to “we,” “us,” and “our” in this Management’s Discussion and Analysis of Financial Condition and Results of Operations refer to (i) prior to the consummation of the Transactions, to Konkola Plc and its consolidated subsidiaries; and (ii) following the consummation of the Transactions, to CopperTech.

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes appearing elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should read the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Certain total amounts may not sum due to rounding.

Our flagship asset, Konkola Plc, is a high-grade copper and cobalt producer strategically located in Zambia’s Copperbelt Province. Konkola Plc is 79.42% owned by CopperTech and 20.58% owned by ZCCM, a diversified mining investment and operations company listed on the Lusaka Stock Exchange. From 2004 to 2019, Konkola Plc has deployed over $3 billion into capital expenditure, funded by a combination of cash generated from operations and from shareholder loans. Over the next five fiscal years (from the start of Fiscal 2027 through the end of Fiscal 2031), Konkola Plc intends to deploy an additional $2.7 billion in capital expenditures into operations, including $0.5 billion in sustaining capital expenditures, with a goal of driving an increase in copper production to an average of approximately 270 Ktpa (consisting of approximately 180 Ktpa Integrated production and approximately 90 Ktpa from third-party sources) over the remaining operational mine life of Konkola Plc from Fiscal 2030. Konkola Plc expects to fund such expenditure through CopperTech’s investment of the proceeds from this offering in Konkola Plc and may fund the remainder of such expenditure through its existing cash, together with the reinvestment of cash generated from its operations and additional financing, as required.

With such production increases, we are aiming for Konkola Plc to become one of the top copper producing mines by volume globally and an important part of total Zambian cobalt production. Beyond production expansion at Konkola Plc, we intend to invest in exploration activities within the KCM Complex and in select international jurisdictions to support longer-term Mineral Resource development.

While traditional copper producers rely on decades-old operating processes, CopperTech continues to build a technology-led copper business across our mining and plant operations to increase the productivity, safety and sustainability of our operations. For example, the installation of a new smelter at Nchanga has enabled us to capture 99.5% of sulfur emissions from the smelter operations. In addition, we intend to continue using technology, including AI-based technology, aimed at delivering real-time ore grade optimization to increase recovery rates, conducting predictive maintenance to reduce unplanned downtime, deploying automated quality control to ensure consistent premium product, process optimization to drive a reduced carbon footprint and establishing remote monitoring capabilities to enable 24/7 expert oversight. Through strategic collaborations with technology specialists, including an ongoing engagement with Palantir, we expect to improve our operating performance, de-risk our expansion and expand our resource base through the deployment of leading geophysical, analytical and AI technologies. Similarly, we intend to pursue collaborations to further enhance the efficiency and profitability of our business. We believe this technology-focused approach will also lead to enhanced performance standards designed to mitigate environmental impacts, which will elevate the standards for responsible mining that conventional miners cannot easily replicate.

Konkola Plc owns a complex of integrated mines and concentrators, a smelter, refinery, tailings leach plant and associated infrastructure in Zambia’s Copperbelt Province. Our only material mining property is the KCM Complex. Konkola Plc’s assets are well integrated into regional mining and export routes, including major highways that provide a stable link from our production centers to Western markets.

Beginning with Vedanta’s acquisition of a controlling interest in Konkola Plc in 2004, Konkola Plc became a Vedanta-led operation in which ZCCM continued as a minority shareholder. After more than a decade of operating alongside ZCCM, the parties became involved in a shareholder dispute in 2019, resulting in ZCCM filing a petition in the High Court of Zambia seeking to wind up Konkola Plc. As a result of the winding-up petition, the High Court of Zambia appointed the Provisional Liquidator to oversee the operations of Konkola Plc. During this period from May 2019 to July 2024, Konkola Plc and the KCM Complex were under the control of the Provisional Liquidator, and copper production of Konkola Plc (including Integrated and from third party sources) fell to a low of approximately 54 Ktpa in Fiscal 2024, as compared to copper production (including Integrated and from third-party sources) of approximately 180 Ktpa, 195 Ktpa and 177 Ktpa during Fiscal 2017, Fiscal 2018 and Fiscal 2019, respectively. In 2023, Vedanta and ZCCM resolved the dispute through a scheme of arrangement under which Vedanta resumed operational control of Konkola Plc and committed to an investment program and revised cooperation framework. This was memorialized by the KCM Shareholders Agreement. The Scheme of Arrangement with respect to legacy creditor claims was sanctioned by the High Court of Zambia on June 28, 2024, and became effective on the Scheme Effective Date, July 31, 2024 (see “Business—Legal Proceedings—Scheme of Arrangement”). Upon the Scheme Effective Date, the Provisional Liquidator was removed and VRHL’s control and ownership of Konkola Plc was reinstated.

Upon the completion of the Transactions, CopperTech will own a 79.42% interest in Konkola Plc, with the remaining 20.58% held by ZCCM as the Non-Controlling Interest. The consolidated financial statements of CopperTech’s predecessor, Konkola Plc, for the years ended March 31, 2025 and March 31, 2026, together with the related discussion and analysis set forth below, reflect the results of operations and financial position of Konkola Plc as a whole, including the interests attributable to the Non-Controlling Interest. For impact of the Non-Controlling Interest to the consolidated financial information of CopperTech following the Transactions, see the section entitled “Unaudited Pro Forma Condensed Consolidated Combined Financial Information .”

The Company operates as a single reportable segment, which is consistent with the internal reporting provided to the Chief Operating Decision Maker (“CODM”), who is responsible for allocating resources and assessing performance. The CODM reviews financial information on a consolidated basis, and no discrete financial information is prepared or reviewed for separate business units, and the significant segment expense categories reviewed by the CODM are consistent with the expense categories presented in the consolidated statements of operations and consolidated statements of comprehensive income.

The Company’s Chief Executive Officer and Chief Financial Officer are identified as its CODM under business segment reporting guidance. The CODM uses Adjusted EBITDA and EBITDA as the primary measures of segment performance.

Substantially, all of our long-lived assets and operating segment assets are located in Zambia. Our mining operations and related infrastructure are principally based in Zambia, and management evaluates the geographic concentration of assets based on the location of the underlying operations. Accordingly, no additional geographic disclosure of segment assets is considered necessary as substantially all segment assets are concentrated in a single geographic area.

The Company has disclosed entity-wide information, including revenue by product and geographic area in Note 17 to our consolidated financial statements. As the Company has only one reportable segment, no reconciliation to consolidated totals is necessary.

We use the following key business metrics and certain non-GAAP measures to evaluate our business, measure our performance, develop financial forecasts and make strategic decisions. The following table presents a summary of our key financial and operational metrics for the years ended March 31, 2026 and 2025.

The principal factors in evaluating our financial condition and operating results for the year ended March 31, 2026, as compared to the year ended March 31, 2025, are:

EBITDA and Adjusted EBITDA are non-GAAP financial measures used by management as a supplemental measure of the performance of our business.

We believe this additional information will assist analysts, investors and other stakeholders of the Company in better understanding our ability to generate liquidity from our business, by excluding other non-recurring items from the calculation as they are not indicative of the performance of our core mining business and do not necessarily reflect the underlying operating results for the periods presented.

We define EBITDA as net (loss)/income before interest expense and income, income tax expense (benefit), depreciation. We define Adjusted EBITDA as EBITDA adjusted to exclude foreign exchange gain (loss) and other non-recurring items such as reorganization items.

The following is a reconciliation of our net (loss)/income to EBITDA and Adjusted EBITDA:

C1 Cash Cost and AISC are non-GAAP measures related to our copper mine operations. We believe that C1 Cash Cost and AISC enables investors to better understand the performance of our copper operations in comparison to other copper producers who present results on a similar basis. Management uses this to better evaluate the costs of copper production.

We define C1 Cash Cost as the sum of cost of sales, general and administrative expenses, adjusted to exclude royalties and depreciation. C1 Cash Cost is measured on a per pound of copper basis.

We define AISC as the sum of cost of sales, general and administrative expenses, royalties, sustaining capital expenditures, adjusted to exclude depreciation. AISC is measured on a per pound of copper basis.

The following is a reconciliation of our cost of sales to C1 Cash Cost and AISC:

Management believes this provides investors and analysts with a more accurate measure with which to compare to market copper prices and to assess our copper sales performance. For those reasons, management believes that this measure provides a reflection of Konkola Plc’s past performance and is an indicator of its expected performance in future periods.

Our RCP are typically lower than the LME benchmark price primarily due to standard commercial adjustments that are customary in the copper industry. These include refining charges applicable to anode sales, freight deduction from mine to the customer port, terminal handling charges, and payability adjustments on copper cobalt alloy and concentrate sales. These factors represent normal industry practices and are incorporated into our commercial terms based on product specifications, logistics, and prevailing market conditions.

Non-GAAP financial measures, including Adjusted EBITDA, C1 Cash Cost, AISC and RCP are utilized by us to provide additional insights into our financial and operational performance that may not be apparent from GAAP measures alone. These supplemental measures can aid in the comparability of our performance across different reporting periods by eliminating the effects of certain items that can vary significantly from one period to another, such as non-operating items and other non-recurring or non-cash adjustments. Management finds these supplemental measures useful in assessing financial performance, operational efficiency, making strategic decisions and providing supplemental analysis of our ability to generate cash, service debt and fund investments.

Our financial performance is substantially derived from the sale of copper extracted from the KCM Complex. The key factors affecting our results of operations and financial performance are as follows:

The most significant factor affecting our results of operations is the quantity of metal produced at the KCM Complex. Copper production for the year ended March 31, 2026, was 166% or 81 Kt higher than the previous year, primarily driven by higher ore throughput and improved recovery efficiencies across operations.

Mined metal production for the year ended March 31, 2026 was 149% higher than the previous year, with 35 Kt produced by the Konkola Complex, 16 Kt produced by the Nchanga Complex and 31 Kt produced by the Tailings Complex. This increase in mined metal production was attributable to (i) higher ore production at the Konkola Complex of 781 Kt, supported by a 2.4% improvement in recovery efficiencies, (ii) increased ore production at the Nchanga Complex of 2,521 Kt, along with a 19.9% improvement in recovery efficiencies and (iii) higher feed volumes at the Tailings Complex of 5,148 Kt, coupled with a 2.2% improvement in recovery efficiencies.

The sustained improvement in output also reflects the benefits of the strategic investment program focused on asset reliability that has taken place during the course of Fiscal 2025 and 2026. These investments have resulted in increased plant availability, improved throughput stability and more predictable operating performance across all producing units.

Since the Resumption of Control on July 31, 2024, Vedanta has funded $330.0 million pursuant to the Capital Expenditures Support Loan Agreement. As of March 31, 2026, Vedanta has deployed $250.0 million to refurbish the assets at the KCM Complex and restore operations. Under Vedanta’s management, Konkola Plc has achieved a production run rate of 129 Ktpa of copper (including Integrated and third-party sources) from April 2025 through March 2026. The operating loss for the year ended March 31, 2026 is characteristic of a business in its stabilization and ramp-up phase following the Resumption of Control and reflects planned transitional costs. With production volumes and Adjusted EBITDA on an upward trend, the Company anticipates a continued and progressive improvement in performance.

A summary of our operating performance for the years ended March 31, 2026 and 2025 is presented in the table below:

Global prices for copper are a key driver of our performance. Copper consumption is largely associated with industrial production and tends to follow economic cycles, with demand for copper products increasing during phases of economic growth, which often leads to higher prices, and vice versa. Changes in the price of copper affect our results of operations. The changes in these prices result from numerous factors that are beyond our control, including global supply and demand of copper, expectations with respect to the rate of inflation, the exchange rates of the United States dollar to other currencies, interest rates, forward selling by producers, central bank sales and purchases, production and cost levels in major producing regions, global or regional political, economic or financial situations and global or regional pandemics. To operate within the optimized design specifications of the Nchanga smelter, third-party copper concentrate is purchased from nearby mines to create a blended input to be processed. The pricing of third-party copper concentrate is linked to prevailing LME copper prices, subject to customary discounts such as payability terms, freight charges or credits, and treatment and refining charges. As a result, global copper prices affect not only Konkola Plc realized prices for finished copper, but also the cost of externally sourced concentrate. Accordingly, LME copper prices are largely naturally hedged, as changes in concentrate procurement costs are generally offset by corresponding movements in realized prices for finished copper, thereby preserving our margin. However, the availability of third-party concentrate is crucial for the optimal performance of our business. We have not historically experienced service disruptions and shutdowns due to lack of third-party concentrate, however we aim to maintain a diversified supplier base with key suppliers to ensure reliability of our supply.

Further, the increase in demand for electricity, the development of new energy sources and the rapid development of the electronics industry have resulted in the growth of demand for copper. Such growth coupled with the constrained supply of copper due to resource development, production costs and copper mine output has resulted in recent increases in copper prices. Copper prices are also influenced by international political and economic environment given copper’s importance as an industrial raw material.

Effective April 6, 2026, the U.S. government has implemented under Section 232 a tiered tariff on semi-finished copper products and copper-intensive derivatives of 50%, 25%, 15% or 10% applied to the entire value of the products, citing national security concerns. While these tariffs currently exclude raw copper forms such as ores and cathodes, which are our primary products, there remains a risk that future policy changes could expand the scope of tariffs to include additional copper product categories, including cathodes. For example, the U.S. Secretary of Commerce is expected to provide an update on domestic copper markets to determine whether to impose a proposed, phased universal import duty on refined copper (including cathodes) of 15% beginning in 2027 and 30% beginning in 2028. In addition, the U.S. administration has mandated that a phased percentage of U.S.-produced copper materials and high-quality copper scrap be sold domestically beginning in 2027 at 25%, which could affect global market dynamics and pricing. We are actively monitoring these developments and evaluating opportunities to expand relationships with U.S. refiners and processors that may benefit from increased domestic supply requirements. However, any broadening of tariff coverage or further trade restrictions could adversely affect our ability to access key export markets, reduce our pricing competitiveness, and increase compliance costs, which may in turn negatively impact our revenues and profitability.

We are currently implementing a phased expansion plan aimed at increasing our annual copper production to reach an average of approximately 270 Ktpa (consisting of approximately 180 Ktpa Integrated production and approximately 90 Ktpa from third-party sources) over the remaining operational mine life of Konkola Plc from Fiscal 2030. We are in the process of installing a new pump station at the 1,390 meter level at the Konkola Complex, which is required to enable dewatering of the Bancroft Deeps sector. The pump station is expected to provide incremental dewatering capacity of approximately 90,000–140,000 m³/day above the current system capacity of approximately 360,000 m³/day, targeting a total system capacity of 450,000–500,000 m³/day. We have also commenced main level development at both the shallower and deeper levels of the Konkola underground mine, which is critical to accessing reserves therein and equipping pump stations necessary for managing the mine’s significant groundwater inflows. The second concentrator stream at the Konkola concentrator is also being refurbished to restore the facility to its nameplate capacity, and rail rehabilitation works have been initiated, along with the procurement of locomotives to support the underground rail-based tramming system. Over the next five fiscal years (from the start of Fiscal 2027 through the end of Fiscal 2031), Konkola Plc intends to expend an additional $2.7 billion in investment into its operations including $0.5 billion in sustaining capital expenditures to enable its expansion plans.

We are continuing to carry out resource definition activities. To increase viability of our existing assets, we are carrying out infill and extension drilling at our COP E Extension and COP DF deposits at the Nchanga Complex, as well as TD05 at Nchanga and the Lubengele tailings dam at the Konkola Complex, with a view to generating Mineral Resource estimates and expanding the resource base of our operations.

Our operating and financial performance is closely influenced by the broader Zambian political, regulatory and economic environment. Mining is a central pillar of the Zambian economy, accounting for over 70% of national exports, over 44% of government revenues and approximately 15% of gross domestic product as of 2025. Zambia’s overall political stability and consistent support for responsible mining development remain important drivers enabling long-term planning, capital deployment and project execution. The Government’s 2030 copper growth objectives and ongoing transfer of major mining assets to private operators also contribute to an investment-supportive environment.

At the same time, our results are sensitive to material risks in the Zambian operating landscape, including potential changes to mining fiscal policy, regulatory requirements, and power availability. Our cost structure and production cadence may also be affected by the timing and effectiveness of infrastructure upgrades, such as the U.S.-backed $10 billion Lobito Corridor rail project, which is expected to enhance export logistics but remains subject to execution risks.

Together, these factors—supportive policy direction, sector concentration in the economy, and exposure to regulatory and infrastructure uncertainties—represent key drivers of variability in our operational and financial performance.

Since January 1, 2019, Zambia’s mining tax framework has undergone several reforms, including higher mineral royalties (non-deductible for tax) and VAT adjustments to encourage investment in mining equipment while restricting input claims on fuel, electricity, and consumables. Subsequent budgets introduced changes such as partial VAT claim reinstatements and suspension of export duties on precious metals during COVID-19 (2020).

The 2021 budget maintained most tax parameters, with temporary fuel duty suspensions having minimal impact. The 2022 budget reinstated corporate tax deductibility of mineral royalties and proposed a shift to an incremental royalty framework, which was implemented in the 2023 budget alongside revised royalty bands and reinstated taxes on fuel. The 2024 budget announced no major mining tax changes, reaffirming policy stability.

The 2025 and 2026 budget, presented on September 27, 2024 and September 26, 2025, respectively, continued this stance, emphasizing predictability to attract investment.

The adoption of a mineral royalty calculation on an incremental basis is considered a more equitable and market-responsive framework, designed to align fiscal policy with fluctuations in commodity prices, to which we are exposed. See “Quantitative and Qualitative Disclosures About Market Risk.”

We primarily operate in the business of selling copper, mainly in the form of cathodes and anodes. We also realize revenues from cobalt contained in copper-cobalt alloy, copper concentrate and gold and silver contained in slime and other compounds. We recognize revenue when it transfers control of a product to the customer.

The following table presents information regarding net sales by product for the years ended March 31, 2026 and 2025:

Our cost of sales primarily includes depreciation on plant and other equipment, mines, land and buildings and expenses directly associated with mining, processing, and refining operations such as electricity and energy, labor, chemical consumption, mine development expenses, repair and maintenance, copper consumption, consumables, spares, mineral royalty tax and diesel, petrol and fuel expenses.

Many of our costs are driven by supply and market demand, including local materials such as explosives, fuel, chemicals/reagents and electricity, as well as labor, which is also affected by inflation, currency exchange rates, government policies and shortages of skilled human resources. In recent years, the mining industry has been impacted by increased worldwide demand for critical resources such as input commodities, drilling equipment, tires and skilled labor, and these shortages may cause unanticipated cost increases and delays in delivery times, thereby impacting operating costs, capital expenditures and production schedules.

Further, our operations rely heavily on electricity and energy, the availability and pricing of which are subject to global and regional supply-demand dynamics, regulatory regimes and adverse weather conditions, especially given Zambia’s reliance on hydro-electric generation.

See “Risk Factors—Risks Related to our Business—We may be adversely affected by the availability and cost of key inputs.”

Our selling and distribution expenses consist primarily of freight and discount.

Our general and administration expenses consist primarily of accounting, finance and administrative personnel costs, liquidation fees, insurance, rates and taxes and corporate social responsibility expenses.

Other income consists mainly of gains on the rental income, scrap sales, reversal of excess Current Expected Credit Loss provision and write back of liabilities.

Foreign exchange gain (loss) consists primarily of foreign exchange gain (loss) on accounts receivable, accounts payable and cash and cash equivalents. See “Quantitative and Qualitative Disclosures About Market Risk.”

Reorganization items, net represents gain recognized due to the accounting for provisions and related debt modifications pursuant to the Scheme of Arrangement, in accordance with ASC 852.

Interest expense consists mainly of interest on debts, advances, prepayments, late payments to vendors, unwinding of discount on asset retirement obligation and accretion of discounted liabilities in accordance with ASC 852.

We account for income taxes in accordance with the provisions of ASC 740 – Income Taxes. This includes both current taxes payable or refundable and deferred tax assets and liabilities arising from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements.

Comparison of the fiscal year ended March 31, 2026 to the fiscal year ended March 31, 2025

The following tables set forth Konkola Plc’s consolidated statements of operations data for the periods presented:

For the year ended March 31, 2026, our net sales increased by $932.1 million, or 234%, compared to the year ended March 31, 2025. The increase was primarily due to a 173% increase in copper volumes sold and a 22% higher RCP during the year ended March 31, 2026.

For the year ended March 31, 2026, our cost of sales increased by $667.8 million, or 106%, compared to the year ended March 31, 2025. The increase was primarily due to a higher copper production of 81 Kt, including a higher proportion of third-party concentrate processing of 34 Kt during the year ended March 31, 2026. This was partially offset by lower cost of sales resulting from improved production efficiencies.

For the year ended March 31, 2026, our gross loss decreased by $264.3 million, or 114%, compared to the year ended March 31, 2025. The decrease was primarily due to higher net sales and lower cost of sales resulting from improved production efficiencies during the year ended March 31, 2026, which was partially offset by a higher proportion of third-party concentrate processing of 34 Kt.

For the year ended March 31, 2026, our general and administrative expenses increased by $8.6 million, or 12%, compared to the year ended March 31, 2025. The increase was primarily due to higher corporate social responsibility expenses, safety and security expenses, rates and taxes and staff welfare expenses. These effects were partially offset by lower expenses related to provisional liquidation-related matters during the year ended March 31, 2026.

For the year ended March 31, 2026, our operating loss decreased by $255.5 million, or 85%, compared to the year ended March 31, 2025. The decrease was primarily due to higher net sales and lower cost of sales resulting from improved production efficiencies during the year ended March 31, 2026.

For the year ended March 31, 2026, our foreign exchange loss increased by $184.7 million, or 330%, compared to the year ended March 31, 2025. This increase was primarily due to the appreciation of the Kwacha against the U.S. dollars and the resulting unfavorable impact on the translation of Kwacha denominated liabilities into U.S. dollars.

For the year ended March 31, 2026, no reorganization items were recognized, as compared to a one-time gain of $1.6 billion in the prior comparable period in connection with the initial accounting for provisions and related debt modifications pursuant to the Scheme of Arrangement, in accordance with ASC 852.

For the year ended March 31, 2026, our interest income increased by $1.5 million, or 93%, compared to the year ended March 31, 2025. The increase was primarily due to a higher interest earned on call accounts, as such accounts were operational for the full twelve-month period in Fiscal 2026, compared to only a partial-year contribution in Fiscal 2025 following the activation of these accounts in August 2024.

For the year ended March 31, 2026, our interest expenses, net decreased by $237.5 million, or 64%, compared to the year ended March 31, 2025. The decrease was primarily due to lower accretion expense on discounted Scheme of Arrangement-related liabilities (i.e., unwinding of discount) in Fiscal 2026 compared to Fiscal 2025, as well as a reduction in interest expense following the cessation of interest accrual after July 2024 on the Legacy Konkola Liabilities pursuant to the Scheme of Arrangement. These effects were partially offset by an increase in interest expense on Scheme Loan Agreements with Vedanta Resources Holdings Limited in Fiscal 2026.

For the year ended March 31, 2026, our income tax benefit increased by $50.2 million, or 258%, compared to the year ended March 31, 2025. The increase was primarily attributable to the recognition of deferred tax assets (net) of $69.7 million in Fiscal 2026, compared to the reversal of deferred tax liabilities (net) of $19.5 million in Fiscal 2025.

For the year ended March 31, 2026, our net income decreased by $1.3 billion, or 137%, compared to the year ended March 31, 2025. The decrease was primarily attributable to a one-time gain of $1.6 billion recognized in the prior comparable period in connection with the initial accounting for provisions and related debt modifications pursuant to the Scheme of Arrangement, in accordance with ASC 852, Reorganizations. An additional factor contributing to the decrease was the unfavorable foreign exchange movements. These effects were partially offset by lower interest expense, higher net sales and lower cost of sales resulting from improved production efficiencies during the year ended March 31, 2026.

In accordance with Financial Accounting Standards Board Codification Topic 852, Reorganizations (“ASC 852”) items directly attributable to the Scheme of Arrangement have been separately presented as reorganization-related items across the financial statements.

In line with ASC 852, pre-petition obligations amounting to $4,251.5 million as of March 31, 2026 represent obligations impacted by restructuring. These were presented as liabilities subject to compromise and were measured at the amounts expected to be allowed under the Scheme of Arrangement, even if the ultimate settlement may occur at lower values.

In connection with the Scheme, as per ASC 852 requirements, the Company recognized a present value adjustment of $2,875.7 million as of March 31, 2026 and $2,947.8 million as of March 31, 2025. Of this adjustment, $888.3 million as of March 31, 2026 and $959.2 million as of March 31, 2025 was recognized within “Indebtedness to related parties—non-current” and $1,987.4 million as of March 31, 2026 and $1,988.7 million as of March 31, 2025 within “Non-current liabilities.” This adjustment reflects the discounting of expected future cash outflows relating to restructured obligations—including intercompany liabilities, GRZ borrowings and other long-term debts—settling over an estimated 15-year horizon. The obligations were discounted reflecting the time value of money and risk characteristics of the restructured debt.

The initial discounting of Scheme of Arrangement-related liabilities resulted in a gain of $1,622.4 million, recognized as “Reorganization items, net” for the year ended March 31, 2025. Subsequently, the accretion of such discounted liabilities (i.e., unwinding of discount) resulted in an expense of $72.1 million and $263.7 million, recognized within “Interest expenses” for the year ended March 31, 2026 and March 31, 2025, respectively. This treatment aligns with ASC 852 requirements, which mandate that gains, losses and adjustments arising directly from the reorganization process be presented separately from recurring operational results.

Consistent with the ASC 852 principles, residual impacts of debt forgiveness, capital re-designation and other adjustments that are not routed through profit or loss were recorded directly in equity. A total of $1,589.3 million was recognized within Additional Paid-in Capital on the Consolidated Statements of Shareholders’ Equity.

We measure liquidity in terms of our ability to fund the cash requirements of our business operations, including working capital needs, capital expenditures, contractual obligations, debt service and other commitments with cash flows from operations and other sources of funding. Our principal sources of liquidity to date have included cash on hand, cash from operating activities and amounts available under shareholder loans from Vedanta.

Our ultimate success is dependent on our ability to obtain additional financing and generate sufficient cash flow to meet our obligations on a timely basis. Our business will require significant capital to sustain operations and significant investments to execute our long-term business plan. Absent generation of sufficient revenue from the execution of our long-term business plan, we will need to obtain debt or equity financing, especially if we experience downturns, production declines or other operating disruptions in our business that are more severe or longer than anticipated. Such additional debt or equity financing may not be available to us on favorable terms, if at all. If CopperTech raises additional capital through public or private equity or convertible debt offerings, the ownership interest of CopperTech’s existing stockholders will be diluted, and the terms of such securities may include liquidation or other preferences that adversely affect the rights of holders of CopperTech’s common stock. If we raise additional capital through debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or paying dividends.

Our consolidated financial statements have been prepared on a going concern basis, which assumes we will be able to continue as a going concern and contemplates the realization of assets and satisfaction of liabilities in the normal course of business. However, substantial doubt about our ability to continue as a going concern exists. We have incurred operating losses of $46.9 million and $302.4 million during the fiscal years ended March 31, 2026 and March 31, 2025, respectively. We have deficit cashflows from operating activities of $66.3 million and $266.6 million for the years ended March 31, 2026 and March 31, 2025 respectively. Our cash and cash equivalents was $154.1 million as of March 31, 2026.

Pursuant to the Scheme Loan Agreements, VRHL committed to providing a $1.0 billion loan pursuant to the Capital Expenditures Support Loan Agreement, a $250.0 million loan pursuant to the Creditor Settlement Support Loan Agreement and a $20.75 million loan pursuant to the Community Support Loan Agreement to Konkola Plc. Each Scheme Loan Agreement bears interest at a variable interest rate equal to the lower of Secured Overnight Financing Rate (“SOFR”) plus 7.00% and the cost of funding to VRHL, and matures in December 2028 provided that an automatic extension will be given should we have insufficient cash flow to repay such debt at maturity. Our ability to continue as a going concern is dependent upon loan facilities guaranteed by our ultimate parent company, VRL. In this regard, we received a letter of financial support from VRL, confirming that VRL will provide necessary financial support for a minimum period of 12 months from the date of financial closure of accounts of the Company for the year ended March 31, 2025. We expect to receive a similar letter of financial support from VRL for the year ended March 31, 2026.

During the period in which Konkola Plc was under the management of the Provisional Liquidator, production declined to its lowest level in Fiscal 2024 resulting in operating losses and deficit cashflows. Having already achieved a production run rate of 129 Ktpa of copper (including Integrated and third-party sources) from April 2025 through March 2026 under Vedanta’s management, and with the planned $2.7 billion capital expenditures including $0.5 billion in sustaining capital expenditures (which includes proceeds from this offering) over the next five fiscal years (from the start of Fiscal 2027 through the end of Fiscal 2031) that is intended to allow Konkola Plc to ramp-up copper production, we anticipate that we will be able to generate positive cash flows over the long term. Based upon our current operating plan and assumptions, we expect that our existing cash balances and expected cash flows from operations, alongside the continuance of the financial support received from Vedanta will be sufficient to fund our operations for at least the next 12 months. We have based this estimate on assumptions that may prove to be wrong and we could expend our capital resources sooner than we currently expect.

Net cash used in operating activities during the year ended March 31, 2026, was $66.3 million, a $200.3 million decrease from $266.6 million during the year ended March 31, 2025. The decrease in operating cash outflows was primarily driven by a reduction in operating cash losses and favorable working capital movements, including other non-current assets, accounts payable and other current liabilities. These effects were partially offset by unfavorable movements in other non-current liabilities (including liabilities subject to compromise), prepaid expenses and inventory.

Net cash used in investing activities during the year ended March 31, 2026, was $96.4 million, a $83.2 million increase from $13.2 million during the year ended March 31, 2025. The increase in investing activities cash outflows was primarily due to higher sustaining capital expenditures of $53.7 million in Fiscal 2026, compared to $13.2 million in Fiscal 2025. Additional factors contributing to the increase included growth capital expenditures of $8.1 million and capital development costs of $34.6 million incurred in Fiscal 2026, with no comparable capital expenditures incurred in Fiscal 2025.

Net cash provided by financing activities during the year ended March 31, 2026, was $253.4 million, a $84.4 million decrease from $337.8 million during the year ended March 31, 2025. The decrease in financing activities cash inflows was primarily due to lower proceeds from the issuance of long-term debt, which decreased by $55.7 million in Fiscal 2026 compared to Fiscal 2025. In addition, financing cash inflows were impacted by higher repayments of long-term debt in Fiscal 2026, including repayment under the Bridge Facility Loan Agreement to VRHL of $25.0 million and repayment of a note payable to First Capital Bank (Botswana) of $6.6 million, compared to $3.0 million in Fiscal 2025.

The following table details our borrowings outstanding as of March 31, 2026 and the associated interest expense, including amortization of debt issuance and modification costs and debt discounts and the average effective interest rates for such borrowings for the fiscal year ended March 31, 2026:

The following table details our non-current liabilities outstanding as of March 31, 2026 and the associated present value adjustment (i.e., discounting).

The following table details our debt and non-current liabilities outstanding as of March 31, 2026 and the associated present value adjustment (i.e., discounting).

In connection with the Scheme of Arrangement, Konkola Plc entered into the Scheme Loan Agreements, pursuant to which VRHL is required to loan an aggregate principal amount of up to $1.27 billion to Konkola Plc.

For the years ended March 31, 2025 and March 31, 2026, no principal or interest was repaid under the Scheme Loan Agreements. Repayments under each Scheme Loan Agreement will commence once Konkola Plc has positive cash flows and will be paid in accordance with the Konkola Waterfall.

Subject to the terms of the KCM Shareholders Agreement, each Scheme Loan Agreement matures in December 2028 (and may be subject to automatic extension should Konkola Plc have insufficient cash flow to repay such debt at maturity). Each Scheme Loan Agreement bears interest at a variable interest rate equal to the lower of SOFR plus 7.00% and the cost of funding to VRHL.

Pursuant to the Creditor Settlement Support Loan Agreement, the lender is required to loan $250.0 million to Konkola Plc to fund amounts payable to Konkola Plc’s creditors. As of March 31, 2026, VRHL had funded the $250.0 million required under the Creditors Settlement Support Loan Agreement.

Pursuant to the Community Support Loan Agreement, the lender is required to loan $20.75 million to Konkola Plc to fund community support. As of March 31, 2026, VRHL had funded the $20.0 million required under the Community Support Loan Agreement.

Pursuant to the Capital Expenditures Support Loan Agreement, the VRHL is required to loan $1.00 billion to Konkola Plc to support Konkola Plc’s capital expenditures. As of March 31, 2026, VRHL had funded $330.0 million under the Capital Expenditures Support Loan Agreement, and there is a balance of $670.0 million to be funded.

Pursuant to the Deed of Adherence, VRHL will transfer its 79.42% interest in Konkola Plc to VRJL and novate certain of its shareholder loan obligations to VRJL, including the unfunded balance of $670.0 million under the Capital Expenditures Support Loan Agreement. CopperTech shall, upon and subject to the completion of this offering, contribute $670.0 million of the net proceeds to VRJL for the purpose of funding the outstanding balance under the Capital Expenditures Support Loan Agreement, with such proceeds being applied towards the Konkola Deep Mine Project at the Konkola Complex. Such contribution is also made in fulfilment of VRJL’s funding commitments under Section 15.1.2 of the KCM Shareholders Agreement as supplemented and amended by the Deed of Adherence. In the event that VRJL fails to satisfy its funding obligations under the Capital Expenditures Support Loan, such funding default will automatically trigger the deemed provisions set out in Section 15 of the KCM Shareholders agreement, which, among other things, requires the defaulting party to deliver written notice to the other parties, who may elect to treat such notice as an irrevocable offer to sell all of the defaulting party’s shares in and shareholder loans to Konkola Plc

Pursuant to the Deed of Adherence, VRJL is required fund the outstanding $670.0 million under the Capital Expenditures Support Loan Agreement in the following semi-annual instalments:

On June 1, 2026, VRHL entered into the Deed of Adherence that amended and supplemented the Shareholders Agreement among VRL, ZCCM, Konkola Plc and GRZ, pursuant to which VRHL provided an unconditional and irrevocable guarantee for the due and punctual performance of VRJL’s funding obligations under both the Capital Expenditures Support Loan Agreement and Section 15.1.2 of the KCM Shareholders Agreement. The VRHL Guarantee will become effective following the consummation of the Transactions and will remain in full force and effect for the entire period that VRJL remains a shareholder in Konkola Plc and until all guaranteed obligations have been fully and unconditionally discharged. Pursuant to the Deed of Adherence the Company is also required to contribute $670.0 million of the net proceeds of this offering to VRJL for the purpose of funding the outstanding balance that has yet to be funded under the Capital Expenditures Support Loan Agreement.

On December 22, 2023, Konkola Plc entered into a Bridge Facility Loan Agreement with VRHL for a principal amount of $25.0 million that accrued interest at a rate of 7.00%. No principal or interest under this loan agreement was paid in the year ended March 31, 2025. The full principal and interest amounts were repaid on July 15, 2025.

On September 19, 2024, Konkola Plc entered into a Term Loan Facility with First Capital Bank Limited for a principal amount of $20.0 million that accrued interest at a rate of 8.33%. The Term Loan Facility matures 36 months from the date of disbursement. Principal of $3.0 million and $6.3 million and interest of $0.8 million and $1.2 million were repaid in the years ended March 31, 2025 and March 31, 2026 respectively. As of March 31, 2026, $10.7 million (including the current portion of the debt of $6.9 million) remained outstanding.

On December 1, 2025, Konkola Plc entered into a Term Loan Facility with First Capital Bank Limited for a principal amount of $5.0 million that accrued interest at a rate of 8.33%. The Term Loan Facility matures 36 months from the date of disbursement. Principal of $0.3 million and interest of $0.04 million were repaid in the year ended March 31, 2026. As of March 31, 2026, $4.7 million (including the current portion of the debt of $1.6 million) remained outstanding.

Pursuant to the Scheme of Arrangement, Konkola Plc’s shareholders were required to restructure the legacy debt previously provided to Konkola Plc. This was implemented through the execution of shareholder loan amendment agreements. Under these agreements, the relevant funding arrangements were amended to provide that all interest accrued prior to July 31, 2024 is capitalized into the principal amount of the respective loan and that no additional interest accrues from July 31, 2024. The agreements amended as part of this process are set out below and are collectively referred to as the “Legacy Konkola Liabilities”:

Pursuant to the Scheme of Arrangement and the KCM Shareholders Agreement, repayments of all debt accrued by Konkola Plc owed to its Legacy Creditors, including the Legacy Konkola Liabilities, and the Scheme Loan Agreements are subject to the following free cash flow waterfall (the “Konkola Waterfall”):

The following table provides a summary of our contractual obligations and commitments as of March 31, 2026:

Our major capital expenditure related outflow is on mining development works at the Konkola Complex and Nchanga Complex. Konkola Plc spent $96.4 million during the year ended March 31, 2026 as a part of its development plans. Konkola Plc also intends to deploy an additional $2.7 billion (a portion of which will be funded by the proceeds of this offering) in capital expenditures, including $0.5 billion in sustaining capital expenditures, into Konkola Plc’s operations, including by way of:

We have not entered into any material off-balance sheet arrangements such as guarantee contracts, contingent interests in assets transferred to unconsolidated entities, derivative financial obligations, or with respect to any obligations under a variable interest equity arrangement.

Our consolidated financial statements and the related notes thereto included elsewhere in this prospectus are prepared in accordance with GAAP. The preparation of our consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from the estimates made by management. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected.

We believe that the following accounting policies involve a high degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our financial condition and results of our operations. See Note 2 to our consolidated financial statements included elsewhere in this prospectus for a description of our other significant accounting policies.

The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States (U.S.) requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. The more significant areas requiring the use of management estimates include inventory valuation and determination of net realizable value, determination of estimated mineral reserves and life of mine, asset lives for depreciation, depletion and amortization; asset retirement obligations, valuation allowances for deferred taxes; reserves for contingencies and litigation; asset impairment, including estimates used to derive future cash flows associated with those assets; pension benefits; and valuation of financial instruments. Actual results could differ from those estimates.

We account for a contract with a customer when there is a legally enforceable contract between Konkola Plc and the customer, the rights of the parties are identified, the contract has commercial substance, and collectability of the contract consideration is probable. We recognize revenue in accordance with the five-step model prescribed under ASC 606, “Revenue from Contracts with Customers.” Our revenues are measured based on consideration specified in the contract with each customer.

We primarily operate in the business of selling copper, mainly in the form of cathodes, anodes and cobalt. We recognize revenue when it transfers control of a product to the customer. Control usually transfers based on the contractual delivery terms, based on International Commercial Terms as commercially agreed upon with the buyer and the buyer has gained control through their ability to direct the use of and obtain substantially all the benefits from the asset. We place a strong emphasis on maintaining long-term relationships with certain key customers. However, it is not solely dependent on these customers and continues to pursue opportunities to attract new business.

The majority of our sales allow for price adjustments based on the LME price at the end of the relevant quotational period stipulated in the contract. These are referred to as provisional pricing arrangements and are such that the selling price for the goods is based on prevailing forward prices on a specified future period after shipment to the customer.

Payment terms for sales vary depending on the specific contract but are typically based on provisional pricing arrangements. Generally, 90–100% of the invoice amount is collected before or at the time of shipment. A final price adjustment is made upon settlement with the customer, typically within one to three months from the shipment date, based on the quoted monthly average copper settlement prices on the LME.

Additionally, product net sales are presented net of discounts, rebates, custom duties, treatment, freight and handling charges.

We account for income taxes in accordance with the provisions of ASC 740 – Income Taxes. This includes both current taxes payable or refundable and deferred income taxes and liabilities arising from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements.

The current tax expense or benefit is determined based on the taxes payable or refundable for the current year, calculated using enacted tax rates in the jurisdiction where we operate.

Deferred income taxes and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred income taxes and liabilities are expected to be realized and settled as prescribed in ASC 740 – Income Taxes. As changes in tax laws or rates are enacted, deferred income taxes and liabilities are adjusted through the provision for income taxes. Deferred income taxes are reduced by any benefits that, in the opinion of management, are more likely not to be realized.

We recognize uncertain income tax positions at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Changes in recognition or measurement are reflected in the period in which judgment occurs. Our policy is to recognize interest and penalties related to the underpayment of income taxes as a component of the provision for income taxes.

Beginning on May 21, 2019 (the “Petition Date”), Konkola Plc applied ASC 852 in preparing the consolidated financial statements. ASC 852 requires the financial statements, for the periods subsequent to the Petition Date cases and up to and including the period of emergence from Chapter 11 (the “Effective Date”), to distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business.

Accordingly, gains on discounting of the liabilities under the Scheme of Arrangement are recorded as Reorganization items, net in the Consolidated Statements of Operations. In addition, prepetition obligations that may be impacted by the Chapter 11 process have been classified on Konkola Plc’s consolidated balance sheet as of March 31, 2024 as liabilities subject to compromise. These liabilities are reported at the amounts we anticipate will be allowed by the Bankruptcy Court, even if they may be settled for lesser amounts.

Our mining and exploration activities are subject to various laws and regulations governing the protection of the environment. Accounting for reclamation and remediation obligations requires management to make estimates unique to each mining operation of the future costs we will incur to complete the reclamation and remediation work required to comply with existing laws and regulations. These estimates are based in part on our inflation and credit rate assumptions. Actual costs incurred in future periods could differ from amounts estimated. Additionally, future changes to environmental laws and regulations in the timing or amount could increase the extent of reclamation and remediation work required to be performed by us. Any such increases in future costs could materially impact the amounts charged to operations for reclamation and remediation.

We assess the carrying values of our property, plant and equipment and mining assets, whenever events or changes in circumstances indicate that the carrying amounts of such assets may not be recoverable. In evaluating such assets for recoverability, we use estimates of pre-tax undiscounted future cash flows expected to result from the use and eventual disposition of the asset. In estimating future cash flows, assets are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other asset groups. If the carrying amount of an asset exceeds the estimated pre-tax undiscounted future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds its fair value.

Estimates of future cash flows are derived from current business plans, which are developed using near-term copper price forecasts reflective of the current price environment and management’s projections for long-term average copper prices. In addition to near and long-term copper price assumptions, other key assumptions include estimates of production plans, including mining, processing and smelting schedules; operating costs, capital costs and pricing inputs; commodity-based and other input costs; proven and probable mineral reserve estimates, including the timing and costs to develop and produce the mineral reserves; estimates of value beyond proven and probable mineral reserves; and the use of appropriate discount rates in the measurement of fair value. The estimates are most sensitive to changes in copper prices and operating costs. We believe our estimates and models used to determine future cash flows and fair value are consistent with those that a market participant would use.

The significant assumption in determining the future cash flows as at March 31, 2026 is a long-term average copper price of $5.10 per pound. The results of our impairment sensitivity analysis, which included a stress test using a long-term average copper price assumption of $4.08 per pound, showed projected discounted future cash flows in excess of the carrying amounts of property, plant and equipment and mining assets by margins of 4.2 times of such carrying amount.

There were no impairments of our property, plant and equipment and mining assets recorded for the years ended March 31, 2026 and 2025.

In addition to decreases in future copper price assumptions, other events that could result in future impairment of such assets include, but are not limited to, decreases in estimated recoverable proven and probable mineral reserves and any events that might otherwise have a material adverse effect on production levels or costs at the KCM Complex.

We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. These risks include the following:

A material part of our business is dependent upon a relatively small number of customers, the loss of any one of whom may have a materially adverse effect on our operating results.

Our workforce is considered specialized, with skills critical to its operations. The loss of a significant portion of these employees could have a material adverse effect on our business and operating results.

In addition, a substantial number of employees are covered by collective bargaining agreements. While we maintain positive labor relations, disruptions related to labor negotiations or work stoppages could materially impact operations.

Our functional and reporting currency is the U.S. dollar. As most of our revenues are derived in U.S. dollars and the majority of our business is conducted in U.S. dollars, foreign exchange risk arises from transactions denominated in currencies other than the U.S. dollars. Commodity sales are denominated in U.S. dollars, the majority of borrowings are denominated in U.S. dollars, and the majority of operating expenses are denominated in U.S. dollars. Our primary foreign exchange exposures are to the Kwacha, and to the local currencies suppliers who provide various services and spares supply to us. Exposure to local currency is approximately 20%, meaning that approximately 20% of our key costs and expenditures are incurred in Kwacha. Our VAT receivables are in local currency and any depreciation in local currency impacts our position with reference to foreign exchange risk. Total VAT receivables as of March 31, 2026, was $448.9 million.

Rising interest rates can increase the cost of debt financing for mining companies, suppliers, and manufacturers, reducing profit margins. Conversely, falling rates can affect investment returns. SOFR is considered a safe and reliable benchmark for interest rates due secure, transparent, regulatory oversight, market acceptance and reliance in market condition. Interest under the Scheme Loan Agreements are based on SOFR.

As of March 31, 2026, Konkola Plc owed an aggregate of $600.7 million to VRHL under the Scheme Loan Agreements, each bearing interest at a variable rate equal to SOFR plus 7%. As a result, Konkola Plc’s interest expense and liquidity position are exposed to fluctuations in SOFR. Using an illustrative SOFR of 4%, Konkola Plc’s SOFR-based interest rate would be approximately 11%. A 100-basis-point increase in SOFR, to 5%, would raise this rate to 12% and increase Konkola Plc’s annual interest expense by approximately $6.0 million. Conversely, a 100-basis-point decrease in SOFR, to 3%, would lower the rate to 10%, reducing annual interest expense by approximately $6.0 million. While such movements in benchmark interest rates directly affect Konkola Plc’s borrowing costs, given its current variable-rate debt balance, we expect such changes to have a limited effect on its overall liquidity or financial position.

Commodity price risk in the copper industry refers to the potential for financial losses due to fluctuations in copper prices. It arises from the volatility inherent in commodity markets driven by factors such as supply and demand, geopolitical events, economic conditions and currency movements. Key commodities includes fuel, coke, chemicals, reagent, acid and solvent. To mitigate commodity price risk and ensure a stable supply of key inputs, we have historically opted to enter into long-term supply contracts rather than relying on spot purchases.

We will be treated as an emerging growth company (“EGC”), as defined in the JOBS Act for certain purposes until the earlier of the date on which we complete this offering or March 31, 2027. The JOBS Act allows EGCs to take advantage of an extended transition period for complying with new or revised accounting pronouncements applicable to public companies and delay adoption of such pronouncements until they are made applicable to private companies. The JOBS Act does not preclude an EGC from early adopting new or revised accounting standards. We have elected to use extended transition periods permissible under the JOBS Act, while also early adopting certain accounting pronouncements. When we cease to be treated as an emerging growth company, we will no longer be able to benefit from these exemptions or the extended transition period for complying with new or revised accounting standards.

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. We are currently in the process of reviewing, documenting and testing our internal control over financial reporting.

We have not performed an evaluation of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, nor have we engaged an independent registered public accounting firm to perform an audit of our internal control over financial reporting as of any balance sheet date or for any period reported in our financial statements. Our management is not presently required to perform an annual assessment of the effectiveness of our internal control over financial reporting. This requirement will first apply to our first Annual Report on Form 10-K following this offering.

Copper is an internationally traded commodity on the COMEX, LME and Shanghai Futures Exchange and is found in many mining jurisdictions around the world, including the Americas, Africa and Australia. After copper ore is mined, it is transformed through a series of processing steps into a highly versatile metal that ultimately serves as a foundational input into many end-use applications. Copper is a cornerstone of industrialization and is currently at the forefront of a global shift towards a green economy. Its exceptional conductivity and recyclability make it an indispensable component in a wide array of modern technologies and applications, from renewable energy systems to electric vehicles to high-capacity data centers. The global copper market is experiencing robust growth and, while traditional industrial applications continue to represent a substantial portion of copper consumption, the most dynamic growth segments are intrinsically linked to advancements in technology and AI. The four primary disrupting factors of copper demand – AI technological boom, global economic development, energy transition and increased defense spending targets – are alone expected to account for a combined 40% of copper demand growth expected by 2035, according to Wood Mackenzie.

Industry forecasts indicate that the next 25 years will require more copper than has been produced throughout human history.

We are, and our future operations will be, subject to various stringent and complex international, federal, provincial and local laws and regulations governing our operations, including regulations related to mining; the emission and discharge of pollutants into the ground, air or water; the generation, storage, handling, use and transportation of hazardous and other materials; and the health and safety of our employees and workers, which are subject to change from time to time. These laws and regulations may, among other things:

These laws and regulations may also restrict the rate of production below the rate that would otherwise be possible. Compliance with these laws can be costly; the regulatory burden on the mining industry increases the cost of doing business in the industry and consequently affects profitability.

Moreover, public interest in climate change and the protection of the environment has increased in recent years. Mining in some areas has been opposed by activists, including environmental and local groups, and, in some cases, been restricted. Our operations could be adversely affected to the extent laws are enacted or other governmental action is taken that prohibits or restricts mining or imposes environmental requirements that result in increased costs to the mining industry in general, such as more stringent or costly waste handling, disposal or cleanup requirements.

The following is a summary of the more significant existing mining and environmental, health and safety laws, as amended from time to time, to which our business operations are or may be subject and for which compliance may have a material adverse impact on our capital expenditures, results of operations or financial position. Any failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal penalties, the imposition of corrective or remedial obligations, the occurrence of delays or restrictions in permitting or performance of projects, and the issuance of orders enjoining performance of some or all of our operations.

Under Zambian law, all rights to minerals are vested in the President on behalf of the Republic of Zambia pursuant to the Minerals Regulation Commission Act of 2024 (the “MRC Act”). No person may engage in exploration, mining operations, or mineral processing activities except in accordance with the MRC Act. Violations of the MRC Act are criminal offenses punishable by fines and imprisonment.

The mining industry in Zambia is administered by the Ministry of Mines and Minerals Development through the MRC. The MRC is empowered to issue and revoke licenses, monitor compliance, and enforce health, safety, and environmental standards. The Mining Appeals Tribunal exercises appellate and supervisory jurisdiction over MRC decisions.

Mining rights are acquired through formal application to the MRC with payment of prescribed fees. Licenses are granted on a first-come, first-served basis. A mining license grants exclusive rights to mine minerals within the designated license area.

Large-scale mining licenses have an initial term of 25 years from the date of issuance and may be renewed. Applications for renewal are required to be submitted at least one year before expiration. Renewal is granted at the MRC’s discretion if the license holder has complied with all license conditions and applicable law. Our mining licenses in Zambia were renewed earlier this year for 25-year terms and will not be subject to further renewal until 2050.

Mining license holders are subject to statutory obligations and license conditions, including payment of mineral royalties as required by the MRC Act and the Income Tax Act, Chapter 323 of the Laws of Zambia.

The MRC Act confers upon mining license holders the legal right to conduct exploration and mining activities. Cancellation or suspension of a license may only occur on statutory grounds, including: (a) violation of license conditions, provisions of the MRC Act, or other applicable mining legislation; (b) failure to conduct mining operations in accordance with approved operational plans; (c) inadequate production, evidenced by gross sales proceeds in any three-year period being less than 50% of the applicable deemed turnover threshold for each year; or (d) fraud or material misrepresentation in obtaining the license. The MRC Act requires that license holders be given notice and an opportunity to cure defaults within a reasonable time period before cancellation or suspension may be effected. Where a default cannot be cured, the license holder must offer reasonable compensation to avoid cancellation or suspension.

Article 16 of the Constitution of Zambia generally prohibits compulsory acquisition of property without adequate compensation. However, this protection contains an exception for minerals and mining rights, which may be repossessed without compensation upon failure to comply with applicable law or license conditions, provided such repossession is conducted in accordance with statutory procedures. However, the Constitution further provides that the Government shall not compulsorily acquire an investment except under customary international law, which provides an additional layer of protection. Nevertheless, the risk of license forfeiture without compensation in the event of non-compliance remains a material risk to our operations.

Zambian law distinguishes between surface rights (governed by the Lands Act) and mining rights (governed by the MRC Act). All land is vested in the President in trust for the people of Zambia, and only leasehold interests of up to 99 years may be granted.

Where a mining right pre-dates the establishment of surface rights, the mining rights holder may apply for exclusive use of the related surface area. Where surface rights exist prior to the mining right, the mining rights holder may not exercise mining rights without the consent of the landowner, legal occupier, or appropriate authority. Consent from appropriate authorities is required for mining on protected or sensitive areas.

If a landowner unreasonably withholds consent, the dispute must be settled by arbitration. Surface rights holders are entitled to fair and reasonable compensation for disturbance of their rights, with disputes resolved through arbitration. However, compensation claims do not entitle surface rights holders to prevent exercise of mining rights pending resolution. Claims for compensation are barred if not made within three years from accrual.

We also hold mineral processing licenses, which grant rights to conduct mineral processing operations for a period of 25 years, subject to renewal in accordance with the MRC Act.

Holders of mining licenses must pay mineral royalties at rates prescribed by the MRC Act. For copper production, royalties are applied incrementally based on price ranges. The “norm value” for royalty calculation is determined by reference to the LME cash price, Fastmarkets Metal Bulletin prices, or other approved exchange markets, multiplied by the quantity of metal sold.

Our operations are subject to various environmental regulation under the Environmental Management Act (the “EMA”), the MRC Act, and associated regulations. Key requirements include:

Projects likely to have significant environmental impact require submission of an environmental impact statement to ZEMA for review and approval. Additional environmental impact statements may be required for project modifications or expansions.

Audit reports on environmental impacts must be prepared within 15 months of commencing operations and at regular intervals thereafter as directed by the Director of Mines Safety. The Director may require modifications to operations based on audit findings.

ZEMA may issue orders requiring specific actions to prevent environmental harm or enhance environmental protection.

Where environmental contamination occurs or license conditions are breached, ZEMA may issue restoration or compliance orders.

If we fail to comply with an environmental order, ZEMA may take necessary measures and issue a cost order requiring us to reimburse ZEMA for expenses incurred. Such orders are enforceable as court judgments.

The EPF Regulations further regulate mine dumps, dumping procedures, closure of dumping sites, air quality and emissions, water standards, and handling of hazardous materials. The Director of Mines Safety may inspect operations to ensure compliance.

The EPF Regulations require contributions to an Environmental Protection Fund to ensure proper execution of environmental obligations and protect the government against rehabilitation costs if we fail to perform. Contributions are calculated as a percentage of estimated mine closure costs based on our environmental performance category. We are currently classified in Category 3, requiring contributions equal to 20% of estimated closure costs; however, we are in continuing negotiations with the MSD to determine our classification. For more information on our current Environmental Protection Fund obligations, see “—Legal Proceedings—Environmental Compliance Liabilities.”

The MRC Act imposes strict liability on mining license holders for any harm or damage caused by mining or mineral processing operations. Compensation obligations include costs of reinstatement, rehabilitation, clean-up, preventive measures, medical expenses, disability compensation, and compensation for loss of life. Claims may be brought for a reasonable period after affected persons could reasonably have learned of the harm, considering the time required for harm to manifest and to correlate harm with our operations.

Mine closure requires a certificate of abandonment specifying conditions for closure. However, liability for harm incurred before abandonment may continue after closure, and legal proceedings commenced before abandonment may continue thereafter.

In November 2022, the Ministry of Mines and Minerals Development unveiled the National Mineral Resources Development Policy 2022 (the “Policy”), which contemplates significant reforms to achieve an increase in Zambian copper production to 3 million tonnes annually by 2032. The Policy has led to enactment of the MRC Act (effective June 13, 2025) and the Geological and Minerals Development Act, and anticipates further regulatory changes affecting:

Legislative gaps have been identified that will require supplementary regulations and guidelines. The Ministry of Mines is developing additional regulations to implement both the MRC Act and the Policy. The Ministry has also developed a National Critical Minerals Strategy 2023-2030, currently under review, that may impose additional requirements.

The Geological and Minerals Development (Local Content) Regulations 2025 (the “Local Content Regulations”) impose mandatory local procurement requirements. Mining companies or mining related companies are required to reserve a minimum percentage of annual procurement budgets for “core mining goods and services” for local companies with at least 25% Zambian ownership; starting at 20% (from July 1, 2026), with progressive increases of up to 40% over five years (i.e., by January 1, 2031).

Effective January 1, 2026, mining companies or mining related companies are required to exclusively engage local companies for all non-core mining goods and services critical to operations. Mining companies or mining related companies are also required to give employment preference to qualified Zambian citizens and implement training programs for skills transfer. Failure to comply with employment preferences is punishable by monetary fines for each day of non-compliance.

The Local Content Regulations have recently been enacted and have not yet been subject to practical implementation or judicial interpretation, creating uncertainty regarding their enforcement, the scope of compliance obligations, and ultimate potential sanctions for non-compliance.

At the same time, the supply of copper faces compounding constraints including an approximately 2% annual copper grade decline at existing mines globally (per Ernst & Young), operational disruptions, political instability, geological challenges and previous pandemic-related maintenance delays. The constrained supply is further exacerbated by an approximately 24-year development timeline for new copper mines. Further, a substantial portion of supply capacity remains concentrated in jurisdictions with operational or geopolitical risks – the U.S. net import reliance in 2024 was 45% of domestic copper consumption. With the DRC accounting for over 75% of the world’s cobalt production and China producing more than 45% of the world’s copper and refining over 70% of the world’s cobalt, U.S. federal policy is increasingly prioritizing diversification and critical mineral security from Western-aligned nations through initiatives from various U.S. governmental agencies, including the Lobito Corridor, a $10 billion rail infrastructure project intended to improve connectivity between Zambia’s Copperbelt Province and Atlantic ports, which we intend to utilize. See “—Zambia—One of the World’s Most Attractive Mining Jurisdictions” and “Risk Factors—Risks Related to Our Business—Our business, results of operations, cash flows and financial condition have been and may continue to be adversely affected by changes in geopolitical and global economic conditions.” for further information.

Beginning with Vedanta’s acquisition of a controlling interest in Konkola Plc in 2004, Konkola Plc became a Vedanta-led operation in which ZCCM continued as a minority shareholder. After more than a decade of operating alongside ZCCM, the parties became involved in a shareholder dispute in 2019, resulting in ZCCM filing a petition in the High Court of Zambia seeking to wind up Konkola Plc. As a result of the winding-up petition, the High Court of Zambia appointed the Provisional Liquidator to oversee the operations of Konkola Plc. During this period from May 2019 to July 2024, Konkola Plc and the KCM Complex were under the control of the Provisional Liquidator, and copper production of Konkola Plc (including Integrated and from third-party sources) fell to a low of approximately 54 Ktpa in Fiscal 2024, as compared to copper production (including Integrated and from third-party sources) of approximately 180 Ktpa, 195 Ktpa and 177 Ktpa during Fiscal 2017, Fiscal 2018 and Fiscal 2019, respectively, under Vedanta’s control. In 2023, Vedanta and ZCCM resolved the dispute through a scheme of arrangement under which Vedanta resumed operational control of Konkola Plc and committed to an investment program and revised cooperation framework (the “Scheme of Arrangement”). This was memorialized by the new shareholders agreement entered into on November 6, 2023 between VRL, VRHL, ZCCM and Konkola Plc (the “KCM Shareholders Agreement”). The Scheme of Arrangement with respect to legacy creditor claims was sanctioned by the High Court of Zambia on June 28, 2024, and became effective on July 31, 2024 (the “Scheme Effective Date”) (see “Business—Legal Proceedings—Scheme of Arrangement”). Upon the Scheme Effective Date, the Provisional Liquidator was removed and Vedanta’s control and ownership of Konkola Plc was reinstated (the “Resumption of Control”).

The loans to be contributed to VRJL pursuant to the Transactions will exclude: (a) the “Funded Scheme Loans” consisting of $330.0 million funded under the Capital Expenditures Support Loan Agreement, $250.0 million funded under the Creditor Settlement Support Loan Agreement and $20.0 million funded under the Community Support Loan Agreement and (b) the “Excluded Legacy Liabilities” consisting of $106.4 million in intercompany advances. VRHL and the relevant Vedanta affiliate will remain the lender of the Funded Scheme Loans and Excluded Legacy Liabilities, respectively.

Konkola Plc owns and operates a complex of integrated mines and concentrators, a smelter, refinery, tailings leach plant and associated infrastructure in Zambia’s Copperbelt Province, the KCM Complex. The KCM Complex is primarily located near the Zambia-DRC border, with the majority of operations taking place at and between the Konkola Complex located near Chililabombwe, the Nchanga Complex located near Chingola, the Tailings Complex located near Chingola and the Nkana Refinery located near Kitwe. We consider the KCM Complex to be our only material mining property as defined by Regulation S-K Subpart 1300. Konkola Plc’s operations are also supported by the Nampundwe mine, which produces pyrite that is used solely in connection with Konkola Plc’s smelting operations. Konkola Plc’s assets are well integrated into regional mining and export routes, including major highways that provide a stable link from production centers to Western markets. Konkola Plc’s key assets and properties are summarized below.

Konkola Plc’s incremental operating margins derived from the processing of third-party concentrate are significantly lower than those derived from Integrated production, as any revenue generated is substantially offset by the cost of third-party concentrate, treatment charges and associated smelter operating expenses. As discussed in Section 19.3.2.1 of the Initial Assessment TRS and Section 19.2.4.1 of the Pre-Feasibility Study TRS, the removal of economic benefit derived from copper contained in third-party concentrates and associated costs would result in a post-tax NPV decrease of approximately 3% on a Measured, Indicated and Inferred basis, approximately 8% on a Measured & Indicated basis, and approximately 13% on a Mineral Reserve basis. Copper anodes produced at the Nchanga smelter are either sold as product or transported by road to the Nkana Refinery for further conversion into refined cathode. Importantly, the Nchanga smelter also includes cobalt recovery furnaces and sulfuric acid plants which respectively produce copper-cobalt alloy and sulfuric acid byproducts. The copper-cobalt alloy is sold to customers in the end-markets, and the sulfuric byproducts are an essential reagent for the TLP, which is a key input in Konkola Plc’s tailings reclamation operations. See “—Tailings Complex—TD03, TD04 and TD05” for further information.

The Tailings Complex consists of TD03, TD04 and TD05. TD03 and TD04 are historical tailings storage facilities that contain substantial inventories of low-grade oxide tailings generated from past sulfide flotation operations. TD05 is an active dam currently being used to store low-grade oxide tailings from the Nchanga Complex.

To support this additional resource, we intend to construct a new tailings leach plant, TLP 2, at the Nchanga Complex with a processing capacity of approximately 18 Mtpa. We anticipate that TLP 2 will require capital expenditure of approximately $741 million and approximately two years to complete. Given TLP 2 will be located at the Nchanga Complex together with our existing operations, the project is designed to leverage in-place utilities, water, power and permitting and tailings handling infrastructure, which we believe positions TLP 2 as a capital-efficient brownfield expansion relative to a greenfield development. The Indicated portion of the TD05 Mineral Resource will initially be processed through the existing Nchanga TLP. Subsequently, both the Indicated and Inferred TD05 Mineral Resources are expected to be processed through the Nchanga TLP and TLP 2 operating in parallel from approximately Fiscal 2030 onwards.

In Fiscal 2026, Konkola Plc produced approximately 129 Kt of copper (consisting of approximately 77 Kt Integrated production and 52 Kt third-party production) across the KCM Complex at an AISC of $4.71 per pound. In Fiscal 2025, Konkola Plc produced approximately 48 Kt of copper (consisting of approximately 30 Kt Integrated production and 18 Kt third-party production) across the KCM Complex at an AISC of $5.83 per pound. See “—Summary Historical and Unaudited Pro Forma Condensed Consolidated Combined Financial Information” for further information and “—Reconciliation of Non-GAAP Accounting Standards Financial Measures” for a reconciliation of Cost of Sales, the most directly comparable GAAP measure to AISC.

As supported by the Technical Report Summaries, as of April 1, 2026, we have approximately 1.0 Mt of Proven and Probable copper Mineral Reserves (or approximately 0.8 Mt of Proven and Probable copper Mineral Reserves on a 79.42% ownership basis) across the KCM Complex and, as of the same date, we have approximately 1.9 Mt of further Measured and Indicated Mineral Resources (exclusive of Mineral Reserves) and approximately 9.7 Mt of Inferred Mineral Resources (or approximately 1.5 Mt of further Measured and Indicated Mineral Resources and 7.7 Mt of Inferred Mineral Resources on a 79.42% ownership basis). Over the remaining mine life from Fiscal 2030 across the KCM Complex, we expect an average production of 270 Ktpa (consisting of approximately 180 Ktpa Integrated production and approximately 90 Ktpa from third-party sources) and an average AISC of $2.38 per pound. The MII case includes Inferred Mineral Resources that are considered too speculative geologically to apply the modifying factors necessary to be categorized as Mineral Reserves, and there is no certainty that the Initial Assessment will be realized.

Source: Figure 19.3 Projected overall mining schedule – MII Case, Initial Assessment, TRS; Table 19.3 MII Case production and cashflow schedule, Initial Assessment, TRS

Source: Figure 19.4 Projected overall mining schedule – M&I Case, Pre-Feasibility Study TRS, Initial Assessment TRS, Table 19.4 M&I Case production and cashflow schedule, Initial Assessment, TRS

Source: Graph generated from AISC ($/lb) data in Table 19.3 (MII production and cashflow schedule), Initial Assessment TRS

We believe that the following competitive strengths differentiate us and can contribute to our continued success.

High Growth Critical Minerals Producer with Strategic Focus on Supplying U.S. and Western Markets

Advanced, De-risked Platform Backed by Substantial Capital Investment to Date

On January 23, 2026, Konkola Plc entered into the MoU with AFC, a multilateral development finance institution. The MoU establishes a framework for collaboration and cooperation between Konkola Plc and AFC in connection with the ZLR Project. Under the terms of the MoU, Konkola Plc has expressed a non-binding interest in utilizing up to 180,000 tonnes per annum of freight capacity on the ZLR Project, subject to AFC’s satisfactory due diligence and receipt of all necessary internal approvals. In turn, AFC will explore the possibility of providing financial and advisory support to Konkola Plc for the development and financing of its activities in Zambia, also subject to internal approvals, due diligence, and the negotiation of definitive agreements. The MoU will remain in effect for two years from the date of signature unless earlier terminated by either party upon 30 days’ notice or by mutual agreement.

Execute Plans to Become a Leading Global Copper Producer to Serve the High Growth U.S. Technology Sector

As we work to ramp up production at the KCM Complex to an average of approximately 270 Ktpa from Fiscal 2030, we are focused on driving operational self-reliance across our integrated mining, processing and smelting platform, while leveraging our high-grade resource base and vertical integration to position Konkola Plc as a cost leader, targeting a life-of-mine average AISC of $2.38 per pound of copper. Although there are currently no restrictions in our debt agreements or capital structure that would prevent us from paying a dividend in the future as a holding company, our ability to pay dividends on our common stock will depend on the receipt of cash distributions and dividends from our direct and indirect operating subsidiaries. Pursuant to the KCM Shareholders Agreement, distributions from Konkola Plc are subject to the Konkola Waterfall prioritizing interest and partial principal on shareholder loans and other specified liabilities, which may limit or delay our ability to pay dividends or other distributions.

Building the “Modern Mine” Through Value-Added Strategic Collaborations to Maximize Artificial Intelligence and Technology – Partnering with Palantir

As of March 31, 2026, all of our mining operations were located in Zambia. All of our products are sold on auction basis with short-to-medium term offtake agreements of up to one year.

Our largest client for Fiscal 2026 represented 28 % of our revenue, and our largest client for Fiscal 2025 represented 38% of our revenue. Our second and third largest clients for Fiscal 2026 represented 20% and 19%, of our revenue, respectively, and for Fiscal 2025 15% and 12% of our revenue, respectively.

Our raw materials consist of explosives required for rock fragmentation, fuel, power, water, steel balls, reagents/chemicals required for processing plants (including, but not limited to, comminution, flocculant and collector, solvent extraction reagents, smelter reagents and sulfur to produce sulfuric acid), concentrate for processing and sulfuric acid for leaching processes and utilities. These raw materials are sourced from a wide range of suppliers and are readily available.

We procure our raw materials from a diverse network of key suppliers both in Zambia and internationally, ensuring multiple sourcing options for critical inputs. Our long-standing relationships with these suppliers, supported by both contractual agreements and operational collaboration, enable us to strive to secure favorable terms related to product availability, pricing and payment conditions.

To ensure quality and consistency, we establish supply agreements where appropriate. These agreements define specifications, scope of work, commercial terms, service levels, supply security, risk mitigation strategies, warranties and dispute resolution procedures. We actively manage and monitor these supplier relationships and contracts to optimize cost efficiency, enhance performance, reduce supply chain risks and strengthen overall supply resilience.

Our top 10 suppliers, with a spend of approximately $66 million, made up approximately 50% of the total amount of materials supplied to us, exclusive of concentrate purchases, for Fiscal 2026. These have been long-standing suppliers and are supplemented by additional backup suppliers in the event of emergencies. We aim to maintain a diversified supplier base with key suppliers to ensure reliability of our supply. We have not had any significant supply or service disruptions from these suppliers.

Utilities required for operation, including power and water, are provided through established regional infrastructure. Our operations primarily draw their power from ZESCO, a state-owned entity. Because the KCM Complex are among the wettest underground mines globally, with recent underground dewatering pumping rates peaking at approximately 360,000 m³/day, and the Nchanga Complex underground mine peaking at around 75,000 m³/day, the availability of power is essential to our dewatering processes and therefore to our overall operations. As we expand our operations at Konkola, we expect that the amount of dewatering needed will increase significantly, which will increase our need for power. We also rely on third-party contractors for several activities, including execution of our mine plan and conducting ore and waste extraction in our operating business units. These contracts are usually executed for a period of three to five years, following a competitive process where several companies (including potential new suppliers) bid to win contracts.

Due to the nature of the mined ore at the Konkola Complex containing high amounts of silica and magnesia, the Nchanga smelter requires a combination of chalcopyrite and chalcocite concentrates containing low amounts of silica and magnesia and high amounts of iron to maintain the feed specifications. It is necessary to purchase from third parties the majority of the chalcopyrite concentrate that we use in our operations, as well as additional chalcocite concentrate. Our main suppliers for chalcopyrite and chalcocite concentrate are mines in the Zambian and DRC Copperbelt region, which we access through a combination of purchases from traders and directly from mining companies. Third-party concentrate is purchased on a metal-return basis, wherein Konkola Plc takes ownership of the concentrate. The proximity of these mines—the majority of which are within 200 to 500 km of the Nchanga smelter—enables road-based logistics at commercially viable freight rates. Consistent with industry practice for concentrate trading in the Copperbelt region, our current supply agreements for concentrate are short-term in nature, with no contracts extending beyond 2026. Our typical contracts for concentrate are for volumes ranging from approximately 10,000 to 60,000 dry mt per month per supplier and the duration of these contracts are typically one fiscal year or less. The Copperbelt region represents one of the world’s largest copper producing areas and production is forecast to grow over the life of the mines at the Konkola Complex, however, a number of the largest mine expansions in the Copperbelt region are expected to be accompanied by dedicated on-site smelting infrastructure, which may decrease the amount of overall supply for concentrate in the Copperbelt region as companies move towards processing their own concentrate. However, we expect the continuous supply of concentrate to be supported by the forecasted growth of Zambian and DRC mines, the KCM Complex’s proximity to such mines and the GRZ’s continuing 10% export levy on copper concentrate.

Similarly, the Nchanga tailings leach plant requires sulfuric acid for its operations. Although most of our sulfuric acid is produced in-house as a byproduct of the smelting process, we need to purchase additional supplies of sulfuric acid from Zambian smelters. If we are not able to procure sufficient sulfuric acid for production, a bottleneck will occur and our production capabilities will be restricted.

The copper exploration, mining and metal production industry is competitive. Companies in this sector compete for access to high-grade mineral resources, skilled labor, technological innovation and favorable regulatory conditions. The competitive landscape includes both large, established producers and emerging firms seeking to develop new projects or improve operational efficiency.

As demand for copper continues to grow, driven by its critical role in electrification, renewable energy and infrastructure, companies are increasingly focused on expanding Mineral Reserves, optimizing production and meeting evolving environmental and social expectations. Competitive pressures are further heightened by challenges such as declining ore grades, logistical constraints and geopolitical uncertainties.

Success in this industry depends on the ability to operate efficiently, manage risks effectively, and adapt to changing market dynamics. We aim to balance cost with strategic growth to better position us to compete in this evolving environment.

Our operations are not generally subject to seasonality. Our mining properties are able to support year-round production. However, during Zambia’s rainy season, which typically falls between November and April, adverse weather conditions may occasionally disrupt operations and reduce productivity at affected sites.

As of March 31, 2026, we had approximately 5,300 employees, of which labor unions represented approximately 79%%. In addition, we had a workforce of approximately 10,000 contractors.

We attempt to foster a culture rooted in zero harm, world-class safety standards and shared prosperity. Our people are our greatest asset, and we are committed to promoting their health, safety and well-being through robust systems, continuous improvement and a proactive safety ethos.

Our comprehensive Health & Safety Management System is designed to reduce the risk of hazards, prevent injury and promote a safe, inclusive and empowering workplace for employees and business partners alike.

We rely on non-disclosure agreements, invention assignment agreements, intellectual property assignment agreements or license agreements with employees, independent contractors, consumers, software providers and other third parties, which protect and limit access to and use of our proprietary intellectual property. Although we rely, in part, upon these legal and contractual protections, we believe that factors such as the skills and ingenuity of our employees, as well as the functionality and frequent enhancements to our mines, are larger contributors to our success.

In connection with the Resumption of Control over Konkola Plc in 2024, Konkola Plc was granted a moratorium allowing any issues relating to restoration orders under the EMA until July 2026. In 2026, Konkola Plc requested an extension of the moratorium period to June 2028 and is in discussions with the GRZ on this matter. We cannot guarantee that the GRZ will grant our request. Following the conclusion of such moratorium, we will be obligated to comply with all environmental requirements relating to our operations, including restoration orders, which may cause us to incur additional cost. Because the moratorium has not yet concluded, we are not certain as to the amount of any such additional cost which may be material. Furthermore, we have been subject to compliance audits that require us to invest significant capital expenditures in the amount of $28 million over the next five years, including rehabilitation and upgrading of ponds, improved pumping stations, streambed restoration, and other projects.

We are subject to claims and lawsuits in the ordinary course of business, including claims under contract, surface and mining rights disputes, employment or labor matters, personal injury claims and other litigation, some of which include claims for substantial or unspecified damages. In addition, we operate in a highly regulated industry and we are regularly interfacing with regulators through inquiries, requests for comment, investigations, examinations and routine engagements by regulatory and other governmental agencies. The outcomes of the legal and regulatory matters discussed in this section are inherently uncertain and some of these matters may result in adverse judgments or awards, including penalties, injunctions or other relief, and we may also determine to settle a matter because of the uncertainty and risks of litigation. Litigation is inherently uncertain, and any judgment entered against us, or any adverse settlement, could materially and adversely impact our business, financial condition, results of operations and cash flows.

On May 21, 2019, ZCCM petitioned the High Court of the Republic of Zambia to wind up Konkola Plc, alleging that mines held by Konkola Plc were being mismanaged by Vedanta, and contrary to the provisions of the KCM Shareholders Agreement dated November 5, 2004, among the GRZ, ZCCM, VRL, VRHL and Konkola Plc. At the same time that the winding up proceedings were commenced, ZCCM obtained an ex-parte order appointing the Provisional Liquidator over Konkola Plc. On June 28, 2024, Konkola Plc entered into the court-sanctioned Scheme of Arrangement with its Class 1 and Class 2 creditors. In connection with entry into the Scheme of Arrangement, the High Court ordered that Konkola Plc pay into an escrow account $225 million for creditor settlement, $20 million for a one off community support loan and $750,000 for a once-off employee bonus. The Class 1 and Class 2 creditors were classified as follows:

On June 28, 2024, the Provisional Liquidator’s appointment was vacated, and on July 25, 2024, ZCCM withdrew its winding up petition, which was subsequently granted by the High Court. The board of directors of Konkola Plc was then reinstated on July 31, 2024, and Konkola Plc was returned to being classified as a going concern, with management control returned to Vedanta.

Copperbelt Energy Corporation PLC (“CEC”) has since brought proceedings against Konkola Plc, arguing that it is a preferential creditor entitled to be paid in full before ordinary creditors pursuant to the Scheme of Arrangement. On October 9, 2025 the Court of Appeal of Zambia delivered its judgment, holding that CEC is a preferential creditor because its claim relates to sums that are to be treated as liquidation costs. The effect of this ruling is that the Scheme of Arrangement approved by the first instance court is varied such that CEC is to be treated as a preferential creditor, entitled to payment in full before any of Konkola Plc’s ordinary creditors under the Scheme of Arrangement. Konkola Plc previously provided payment of approximately $10 million to CEC, representing approximately 35% of the debt outstanding to CEC. On 15 October 2025, Konkola Plc sought the Court of Appeal’s permission to appeal the ruling to the Supreme Court of Zambia, which permission was granted on January 28, 2026. The Court of Appeal of Zambia ruled that the grounds of appeal advanced by Konkola Plc raise novel and important questions regarding the finality, enforceability and jurisdictional scope of court-sanctioned schemes of arrangement under Zambian law. The ruling further stayed all execution steps by CEC against Konkola Plc pending the final determination of the appeal before the Supreme Court of Zambia.

However, if the Supreme Court uphold the Court of Appeal’s decision in favor of CEC, payments to creditors under the Scheme of Arrangement will be materially affected. The reclassification of CEC as a preferential creditor would reduce the funds available for distribution to other creditor classes, potentially requiring adjustments to payments already made and limiting the amounts that remaining creditors can recover. This prioritization may also give rise to further litigation relating to the Scheme of Arrangement or Konkola Plc will be required to pay full amount of the debt owing to CEC, in the sum of approximately $19 million.

Konkola Plc is subject to several ongoing compliance and prevention orders issued by ZEMA, which relate to, among other things: (a) rehabilitation and management of TD05; (b) desilting and ecological restoration of natural streams and construction of in-plant containment facilities; (c) control of emissions from the anode furnaces, including installation of an off-gas cleaning system (wet scrubber); (d) installation and maintenance of online monitoring systems for key process areas; and (e) measures to ensure dam stability and zero discharge from the pollution control dam area. These orders involve ongoing remediation and compliance activities.

Additionally, Konkola Plc is also subject to obligations under the EPF Regulations, including $143.8 million in EPF liabilities attributable to Konkola Plc for future mining asset retirement obligations as of March 31, 2026. Konkola Plc’s EPF liability has been determined pursuant to an independent third-party assessment conducted as of December 31, 2025; however, government demands associated with such liabilities could differ from the third-party assessment. The $143.8 million may be settled by Konkola Plc in the form of a cash payment of approximately $34.2 million to the MRC (of which $5.5. million has been paid), and a bank guarantee for $109.6 million. Although the liability has been attributed to Konkola Plc, no payments or guarantees were required to be made as of the date of this prospectus because Konkola Plc has been granted a two-year moratorium until July 2026 in connection with the period of provisional liquidation. In 2026, Konkola Plc requested an extension of the moratorium period to June 2028 and is in discussions with the GRZ on this matter. Given the moratorium, of the total $34.2 million cash payment required to be paid to the MRC, Konkola Plc has paid $5.5 million. In the event the remaining $28.7 million cash contribution becomes due and payable following the moratorium and finalization of negotiations, the Company notes that that amount has been included as a claim by MRC (as a creditor) under the Scheme of Arrangement, and the timing of such payment will be subject to the Konkola Waterfall.

The Company has planned capital expenditures of approximately $28 million related to environmental compliance. These expenditures are expected to be allocated in three years (from Fiscal 2027 to Fiscal 2030) to the following key initiatives: (a) rehabilitation and upgrading of spillage ponds, containment vessels, pipelines, and pumping stations to prevent effluent discharge into Chingola stream and ensure proper solids handling; (b) construction of a new catchment pond and restoration works, including stream diversion, clean-up, stream bed reprofiling, erosion control, and ecological restoration; (c) installation of environmental control systems, including an off-gas cleaning system (wet scrubber) at the Nchanga smelter’s anode furnaces; and (d) acid-proofing and civil works for the acid plant, as well as structural and maintenance works at the Nkana Refinery tank.

On 23 September 2024 Trafigura PTE Ltd (“Trafigura”) instituted London Court of International Arbitration proceedings against Konkola Plc seeking recovery of sums allegedly due under certain copper products and concentrate supply agreements. Trafigura claims in the region of $83 million, plus interest and costs. Konkola Plc denies the claims and the proceedings are pending.

This prospectus refers to estimated Mineral Reserves and Mineral Resources, including Measured, Indicated and Inferred Mineral Resources. See “About This Prospectus—Basis of Presentation” for the definition of those terms. Konkola Plc’s disclosure relating to Mineral Resources and Mineral Reserves is based on supporting documentation prepared by the Qualified Person. The Initial Assessment TRS and Pre-Feasibility Study TRS have been prepared by the Qualified Person, and are included as exhibits to the registration statement of which this prospectus forms a part.

Konkola Plc owns and operates a complex of integrated mining and processing assets in the Zambian Copperbelt, a globally significant copper-producing region with extensive mineral endowment and established mining infrastructure. Konkola Plc’s primary production complex, referred to herein as the “KCM Complex”, consists of the following mine types and locations:

The KCM Complex is supported by the Nkana refinery, a large, conventional electro-refinery located near Kitwe, 54 km south of Chingola and 77 km south of Chililabombwe, currently used primarily to produce starter sheets for the Nchanga TLP.

The Nampundwe Mine, located approximately 50 kilometers west of Lusaka, in the Shibuyunji District of Central Province, Zambia, is an underground mine producing pyrite concentrate. This concentrate is used as a sulfur-bearing flux in the Nchanga smelter. There are no commercial offtake arrangements for the pyrite mined at Nampundwe and Konkola Plc does not directly derive any revenue from the pyrite mined at, and thus has not established any reserves for, Nampundwe. As defined by Subpart 1300 of Regulation S-K, the Nampundwe mine is an “exploration stage” property. In the event Nampundwe produces an insufficient amount of pyrite for the Company’s production processes, the Company expects to purchase pyrite from third-party producers to facilitate its copper production.

Following the consummation of the Transactions, CopperTech will hold a 79.42% ownership interest in Konkola Plc.

The KCM Complex is our only material mining property and is a “production stage” property, as defined by Subpart 1300 of Regulation S-K.

The location of the KCM Complex, Nkana refinery and Nampundwe mine are provided in the figures below:

Konkola Plc holds exclusive rights to explore for, extract, process and sell copper ores and related products within the boundaries of its large-scale mining licenses (“LSMLs”). These rights are granted under the MRC Act and are administered by the Ministry of Mines and Minerals Development. The LSMLs provide legal authority for both surface and underground mining activities, as well as construction and operation of associated infrastructure including processing plants, tailing storage facilities, waste management areas, and water abstraction systems.

These LSMLs are in good standing and provide the legal basis for mineral extraction, processing and associated infrastructure development across Konkola Plc’s operations. As of March 31, 2026, there are no known encumbrances, material legal proceedings or compliance issues affecting the standing of these licenses. The primary conditions associated with these licenses relate to royalty payments and mine closure requirements. See “Mining Properties Summary Disclosure—Royalty Payments” and “Business—Legal Proceedings—Environmental Compliance Liabilities.”

Surface rights within the license areas are secured either directly through the mining licenses or through agreements with local authorities and landholders where required. As of April 1, 2026, all property rights are considered to be in good legal standing, with no known encumbrances, material legal proceedings or regulatory actions affecting Konkola Plc’s ability to operate within its licensed areas.

Konkola Plc has secured surface rights through long-term leases with the Zambian government. These rights permit the construction of mining infrastructure, roads and processing facilities necessary for efficient operations. Additionally, water abstraction rights have been obtained to support dewatering and processing operations, which are critical to underground mining viability.

Land access agreements have been established with local communities and traditional authorities with the goal to ensure uninterrupted mining and exploration activities. These agreements outline, among other things, land-use policies, compensation frameworks and sustainability commitments.

In areas where project development has affected local landholders or settlements, resettlement action plans have been developed in line with Zambian regulatory requirements and international standards. These plans include structured consultation processes, physical relocation (where applicable), livelihood restoration programs, and monitoring mechanisms. Ongoing engagement with local communities is maintained to support Konkola Plc’s social license to operate.

Konkola Plc is subject to the Zambian Mining Royalty Tax, which is levied on gross revenue from mineral sales. The royalty is applied on a sliding scale according to the prevailing copper price, as follows:

In addition to royalty payments, Konkola Plc is liable for corporate income tax of 30% and value-added tax of 16%, subject to applicable exemptions and offsets under Zambian tax legislation.

These fiscal obligations form part of the national revenue system and are not tied directly to community investment schemes. Community development initiatives are administered through separate corporate social responsibility frameworks.

The Zambian Copperbelt hosts one of the world’s largest sediment-hosted stratiform copper provinces, accounting for nearly half of the Central African Copperbelt’s Mineral Reserves. Mineralization occurs as a single or multiple mineralized units within the Neoproterozoic Katangan Supergroup, particularly the “Ore Shale Unit” of the Lower Roan Group. These deposits formed in a rift-related basin dominated by continental sandstones and marginal marine shales, later overlain by carbonates and evaporitic sequences.

Copper and cobalt mineralization is primarily stratiform, consisting of disseminated sulfides and sulfide-bearing quartz-carbonate veinlets. Copper and cobalt were leached from basement rocks and precipitated upon reacting with sulphur-rich reductants (such as organic matter and pyrite) within the Ore Shale Unit.

The Lufilian orogeny (~540–490 mega-annum) involved thermochemical reduction of sulfate and remobilization of earlier diagenetic sulfides with the concomitant formation of oxide copper minerals (malachite, azurite and chrysocolla). Additional supergene enrichment through meteoric water enhanced chalcocite-dominated mineralization. Resulting in a stratiform mineralization of mixed primary and secondary enrichment copper minerals.

Multiple deformational events resulted in regional scale folding, faulting, alteration, remobilization of copper and cobalt mineralization, leading to secondary enrichment and the formation of discrete deposits with varying ratios of dominant primary and secondary enrichment copper minerals.

The Konkola Complex underground mine is within the Konkola Syncline, a broad northwest-trending fold structure. Thrust faulting and shear zones segment the mineralization, creating localized enrichment and structural complexity. Konkola is a predominantly disseminated chalcopyrite and bornite, primary sulfides, hosted in the Ore Shale Unit with minimal oxide and supergene enrichment minerals. Konkola mineralization extends along both limbs and the hinge of a single large-scale fold, with an approximate length of 5 km and a variable thickness of 5 meters to 50 meters. Remaining mineralization is mostly sub-vertical in the limbs and shallow dipping through the hinge.

Nchanga deposits are separated due to structural folding and faulting. They are located within the hinges and / or along the limbs of broad fold structures and are a heterogeneous mix of oxide, supergene, and primary sulfide mineralization. Secondary and oxide copper minerals (malachite, chrysocolla) are present in larger amounts with less primary chalcopyrite and bornite than Konkola. Deposit size and orientation vary greatly, dip varies from 25 degrees to 70 degrees, mineralization strike ranges from 300 meters to 1.5 km, and mineralization thickness varies from 3 meters to 50 m, at depths of up to 600 meters.

Material from the KCM Complex is processed at on-site facilities, which include concentrators at both the Konkola Complex and Nchanga Complex, the Nchanga smelter (which also uses the pyrite produced at Nampundwe, as well as third-party concentrate), the Nkana Refinery, and the TLP. The KCM Complex comprises a combination of legacy and modernized mining, processing, and support infrastructure, reflecting a long operational history and multiple phases of investment. Key mining infrastructure at Konkola underground mine includes shafts and underground workings dating from 1957 and 1963, with significant modernization through the commissioning of the No. 4 shaft. The Konkola concentrator and Nchanga smelter are relatively modern facilities, with the Konkola concentrator commissioned in 2008 and the Nchanga smelter commissioned in 2009, and have undergone periodic refurbishment and maintenance. The Nchanga concentrators and Nkana refinery are legacy assets, with core structures and equipment dating back several decades; while operational, these facilities are considered aged and require ongoing repair and maintenance. The Nchanga TLP, commissioned in the 2000s, has been refurbished as part of recent restart activities, though some equipment is now over 15 years old. Tailings storage facilities (TD03, TD04, TD05, Lubengele) and water supply infrastructure have been in continuous use for several decades, with ongoing statutory inspections and upgrades to maintain compliance and stability. Power supply infrastructure, including substations and transmission lines, has been established for over 20 years, with recent and planned upgrades to support operational requirements. Ancillary infrastructure such as workshops, warehouses, and administrative buildings includes both legacy structures and more recent additions or refurbishments. The on-site laboratory and QAQC equipment are aged, with maintenance and replacement required to ensure continued reliability.

The following tables summarize Konkola Plc’s Mineral Reserves and Mineral Resources as of April 1, 2026, based on CopperTech’s 79.42% ownership of Konkola Plc following the completion of the Transactions. The operational and related financial information presented is sourced from the Technical Report Summaries and is included for the purpose of reporting in accordance with Subpart 1300 of Regulation S-K. The Pre-Feasibility Study TRS economic analysis is presented to demonstrate the economic viability of the Mineral Reserves and should not be used for other purposes. The Initial Assessment TRS economic analysis is preliminary in nature, includes Inferred Mineral Resources that do not have demonstrated economic viability, and there is no certainty that the results of the Initial Assessment TRS will be realized. The information presented originates from comprehensive techno-economic modelling, which is subject to change as assumptions and inputs are updated, and as a result, does not guarantee future operational or financial performance. The Mineral Reserve and Mineral Resource estimates presented herein are the first prepared in accordance with the requirements of subpart 1300 of Regulation S-K. As this is Konkola Plc’s initial disclosure under subpart 1300 of Regulation S-K there is no Mineral Reserve or Mineral Resource information for prior dates under this standard. Konkola Plc’s Mineral Reserves and Mineral Resources are on properties that are permitted, or are expected to be permitted, for mining under current regulatory requirements. Konkola Plc has not included estimates of Mineral Reserves for any property other than the KCM Complex. Konkola Plc’s qualified person for the KCM Complex (including the Konkola Complex and Nchanga Complex) is AMC. AMC is not an employee, or affiliate of CopperTech and does not have an ownership, royalty or other interest in the KCM Complex.

We consider the KCM Complex to be our only material mining property as defined by Regulation S-K Subpart 1300. The KCM Complex consists of the Konkola Complex, the Nchanga Complex and the Tailings Complex. In accordance with Subpart 1300 of Regulation S-K, the KCM Complex is a “production stage” property.

The Konkola Complex consists of an underground mine, accessed via three vertical shafts (1, 3 and 4 shafts), a concentrator with 6 Mtpa capacity facility which employs conventional crushing, milling and flotation to produce copper concentrate, and a tailings storage facility. Ore from the Konkola underground mine is processed into concentrate at the Konkola concentrator, which is then transported by road to the Nchanga smelter and processed into copper anodes. These copper anodes are then refined at the Nkana refinery to produce copper cathodes and starter sheets for the Nchanga TLP. The 200 Mt tailings storage facility at the Konkola Complex, Lubengele, currently stores tailings from the Konkola concentrator.

Mining operations at the Konkola Complex commenced in 1957. Konkola Plc has carried out extensive work on the property, the sinking of Shaft 4 at the Konkola underground mine and the commissioning of a new 6 Mtpa nameplate capacity concentrator.

For current production activities, see “Mining Properties Summary Disclosure—Annual Production for the Past Three Years.”

The net book value of the Konkola Complex, inclusive of property, plant and equipment, as of March 31, 2026 was $846.0 million.

The Nchanga Complex consists of an underground mine and open pit (surface) mines, as well as several essential processing facilities for our operations. Underground mining and open pit mining have been scaled back in recent years, however we intend to continue to undertake exploration activities to expand the resource and potential mine life of the Nchanga Complex. The processing facilities at the Nchanga Complex include including three concentrators – the Old East Mill, New East Mill and New West Mill with a combined nominal capacity of 13.4 Mtpa, a tailings leach plant which has achieved annual throughputs of up to 16 Mtpa, a smelter with original design 128 capacity of 312 ktpa and an on-site acid plant with leaching capacity of 1,850 tonnes per day.

Mining operations at the Nchanga Complex commenced in 1927. Konkola Plc has carried out extensive work on the property, including the commissioning of a new sulfur burning acid plant, the installation of direct-to-blister technology from Outotec, the expansion of the Nkana refinery to 300 ktpa and the commissioning of two concentrators at the Nchanga Complex.

For current production activities, see “Mining Properties Summary Disclosure—Annual Production for the Past Three Years.”

The net book value of the Nchanga Complex, inclusive of property, plant and equipment, as of March 31, 2026 was $195.0 million.

The Tailings Complex consists of TD03, TD04 and TD05. TD03 and TD04 are historical tailings dams, constructed to store fine-grained tailings generated from decades of copper ore processing at the Nchanga concentrators. Over time, they have accumulated significant volumes of tailings containing residual copper. The tailings at TD03 and TD04 are located on the surface and are transported to the TLP for processing and extraction of associated materials.

TD05 is an active tailings dam containing flotation tailings material from the Nchanga concentrators and TLP, originally sourced from multiple Nchanga deposits. Recent infill and extension drilling activities have defined Mineral Resources at TD05.

Underground mining operations at KCM Complex commenced in 1957, with Nchanga open pit mining commencing in 1937, by Konkola Plc, initially accessed via vertical shafts and rail haulage levels. Over the decades, KCM Complex became one of the region’s most significant copper producers, with its development closely tied to the broader evolution of Zambia’s mining industry.

During the privatization of the Zambian mining sector completed in 2000, Anglo American reacquired a 51% interest in Konkola Plc, however, Anglo American subsequently withdrew as a shareholder in 2002, leaving ownership primarily with government-related investment vehicles, including ZCCM. In November 2004, Vedanta acquired a 51% equity interest in Konkola Plc and later increased its holding to approximately 79.4% in 2008, with the remaining interest held by ZCCM.

In 2019, the GRZ, through ZCCM, initiated provisional liquidation proceedings in the Zambia High Court, which resulted in the company being managed by the court-appointed Provisional Liquidator rather than Vedanta. This period of government-led control lasted until July 2024, when operations were officially handed back to Vedanta and the previous shareholding structure was restored. During the provisional liquidation, Konkola Plc’s board was suspended, and the company operated outside of Vedanta’s direct management, impacting investment, operational decision-making, and overall performance until the reinstatement of Vedanta’s control and the board.

The map below indicates the approximate location of the KCM Complex, including the Konkola Complex, Nchanga Complex and Tailings Complex.

Source: Base map tiles © OpenStreetMap contributors. Coordinate system: WGS 84 (EPSG:4326), Decimal Degrees. Map accuracy within ±50 m of stated coordinates.

Nkana refinery and Nampundwe mine shown for completeness; these do not form part of the KCM Complex.

The location and size of the Konkola Complex, Nchanga Complex, Tailings Complex and Nkana Refinery, as well as each major facility within the KCM Complex, is shown below:

The Konkola Complex is located near the town of Chililabombwe in Zambia’s Copperbelt Province, approximately 20 km north of Chingola and 5 km south of the Zambia–DRC border. The mine is accessible via the T3 Highway, a sealed, all-weather road that connects Chingola to Chililabombwe, providing reliable year-round access for personnel, equipment, and product transport. The operation is also supported by proximity to well-established road networks, facilitating the transport of copper concentrates to domestic smelters and refined products to export markets via southern, eastern, or western routes (such as to Durban Port in South Africa, Dar es Salaam Port in Tanzania, or Walvis Bay Port in Namibia). Additionally, proximity to the Kasumbalesa Border Post facilitates imports from the DRC to Zambia, such as mineral ores and concentrates. The Tazara railway line that stretches from the Zambian town of Kapiri Mphosi, through Tanzania to the port of Dar-es-salaam has also been used in the past to transfer final products, however the primary method for transportation is by road freight. Rail freight is not used for initial product transport in the local areas surrounding the KCM Complex because the existing railway infrastructure and rolling stock are in a deteriorated condition, making rail services non-operational and necessitating reliance on road transport for both inbound shipments and outbound product movement. Utilities, including power and water, are supplied through established regional infrastructure, and the site benefits from access to the Simon Mwansa Kapwepwe International Airport in Ndola, located approximately 130 km to the southeast, facilitating the movement of personnel and time-sensitive materials. Due to the history of mining in the region, there is also established access to personnel working in the mining sector.

The Nchanga Complex and Tailings Complex are strategically positioned approximately 20 km south of the Konkola Complex underground mine and benefits from the same location and infrastructure advantages as the Konkola Complex.

Due to the Konkola Complex being one of the wettest underground mines, the primary source of raw water is derived from underground dewatering activities and there is no need for above-ground water storage. The volume of water that inflows into underground mine operations at the Konkola Complex far exceeds required raw water for the KCM Complex.

Konkola Plc primarily draws power from the CEC, which owns and operates electricity transmission infrastructure in the Copperbelt region. The CEC primarily purchases electricity from ZESCO. Konkola Plc maintains an electricity supply plan with ZESCO for supply of electricity to 2035.

The majority of copper mineralization at Konkola is hosted within the ore shale unit (OSU), which is overlain by the hanging wall quartzite. The mineralization is predominantly composed of chalcopyrite and pyrite, with bornite becoming increasingly significant in structurally complex areas. Structural deformation, particularly thrust faulting, has resulted in zones of enhanced permeability, facilitating localized remobilization of copper and contributing to increased grade variability across the deposit. The influence of deep-seated hydrothermal fluids has led to minor silicification and sericite alteration of the host rocks, which in turn has implications for the metallurgical characteristics of the ore. The deposit is structurally controlled, being preserved within the Konkola Syncline—a broad, northwest-trending fold structure. Thrust faults and shear zones further segment the mineralization, creating areas of localized enrichment and adding to the overall structural complexity of the deposit. The geometry of the mineralization is characterized by moderate to steep dips, ranging from 45 to 70 degrees, which generally conform to the synclinal structure. At greater depths, the dip of the orebody increases sharply, necessitating the use of specialized mining techniques to ensure safe and efficient extraction. Hydrogeologically, Konkola is notable for having very wet underground mine conditions, with significant groundwater inflows encountered along faulted and fractured zones This results in an exceptionally high ore hoist-to-water pumping tonnage ratio of approximately 1:49, necessitating intensive dewatering measures to maintain safe and continuous mining operations. A comprehensive dewatering system has been implemented, featuring staged pumping stations at multiple levels (370 mL, 690 mL, and 950 mL), sumps and extensive water management infrastructure to handle inflows and ensure mine access and personnel safety. Infrastructure upgrades under way include the installation of a new pump station at the 1,390 mL level to facilitate deeper mining, alongside ongoing improvements to energy efficiency and alignment of processing capacity with production targets.

The Nchanga open pit, located approximately 15 km south of Konkola, is characterized by a heterogeneous geological setting with distinct oxide, supergene, and sulfide mineralization zones. The upper oxide zone comprises malachite, azurite and chrysocolla, which transitions downward into a chalcocite-rich supergene blanket, underlain by a primary sulfide zone dominated by chalcopyrite and bornite, with occasional native copper veins, especially near fault zones. The deposit is structurally complex, with large-scale faulting resulting in compartmentalized mineralization and variable ore styles. Mineralization generally dips shallowly (10–30°), but steeper dips (40–50°) occur near fault intersections. Seasonal rainfall poses significant hydrogeological challenges, necessitating robust surface water management to prevent water accumulation within the pit.

The Nchanga Complex underground mine deposit extends from the open pit and is hosted primarily within carbonaceous shales and siltstones, interbedded with dolomitic units. The mineralization style mirrors that of the open pit, with a progression from oxide minerals (malachite, azurite, chrysocolla) through a chalcocite-rich supergene blanket to a sulfide zone dominated by chalcopyrite and bornite, and occasional native copper in faulted areas. Structural complexity is pronounced, with thrust fault repetition creating stacked orebodies and intricate structural interactions. The mineralization exhibits moderate to steep dips (40–65°) due to thrust stacking and folding. Hydrogeologically, the underground mine experiences significant groundwater inflows, particularly along thrust planes, requiring continuous water management and staged pumping to maintain safe working conditions.

Konkola Plc holds exclusive mineral rights for the KCM Complex, Nkana refinery and Nampundwe mine. For a summary of Konkola Plc’s mineral rights, see “Mining Properties Summary Disclosure—License Details” and “Mining Properties Summary Disclosure—Surface and Access Rights.” All property rights are considered to be in good legal standing, with no known encumbrances, material legal proceedings or regulatory actions affecting Konkola Plc’s ability to operate within its licensed areas.

Konkola Plc has introduced a phased infill and extension drilling program to aid geological understanding, grow known mineralization and support long-term mine planning at the Konkola Complex underground mine. The infill and extension drilling strategy includes four key phases: Phase 1 targets an upgrade to Measured classification for five years of production through 60-meter drill spacing using both underground and surface directional drilling; Phase 2 aims to delineate Indicated material for the subsequent ten years via a combination of surface directional and vertical drilling; Phase 3 involves infill drilling to upgrade confidence in Inferred Mineral Resources to Indicated Mineral Resources by reducing drillhole spacing; and Phase 4 focuses on expanding drilling at the lease boundary with deep surface holes averaging 1,500 meters. These programs are designed to address current limitations in drilling density, assay coverage and structural modeling, and are supported by recommendations to upgrade the on-site analytical laboratory. The goal is to de-risk geological understanding and enable resource upgrades, facilitating the conversion to Mineral Reserves, thereby underpinning the long-term viability and expansion of the Konkola operation.

Access, rock handling and ventilation systems have been progressively expanded to accommodate increasing mining depths and the use of underground diesel fleets. Personnel access is provided via shaft hoisting systems, declines and underground rail networks, with underground refuge chambers as additional safety facilities and surface infrastructure delivering power, ventilation and water reticulation.

On the surface, the Konkola Complex concentrator processes run-of-mine ore through crushing, milling, flotation and dewatering. The resulting concentrate is transported to the Nchanga smelter which produces saleable copper anodes, with some of the anodes being further processed to produce copper cathodes at the Nkana refinery through electrorefining. Infrastructure upgrades under way at Konkola include the refurbishment and optimization of the concentrator circuit to enhance throughput and metallurgical recovery, upgrades to tailings pumping in conjunction with the installation of a paste fill plant and distribution system to support changes in mining methods for improved resource recovery and the installation of a new pump station at the 1,390 mL level to facilitate dewatering of the orebody. Additional improvements are in progress to increase energy efficiency and align processing capacity with underground production targets. Furthermore, a portion of the tailings stream will be directed to the underground paste fill system, supporting improved performance of mining practices and reducing the requirement for surface tailings deposition.

Ongoing exploration activities at the Nchanga Complex focus on enhancing geological confidence and expanding the understanding of the Mineral Resource base. The primary initiatives include infill and extension drilling at the COP E Extension and COP DF deposits. These drilling programs are designed to validate existing geological data, investigate potential extensions of known mineralization and increase the confidence level for the proposed development of underground mining in these areas. The aim is to upgrade the classification of resources, which is essential for future mine planning and potential conversion of Mineral Resources to Mineral Reserves.

Ongoing drilling and exploration activities are also being undertaken at the TD05 tailings dam at the Nchanga Complex and the Lubengele tailings dam at the Konkola Complex, with a view to generating Mineral Resource estimates and expanding the resource base of Konkola Plc’s operations. At TD05, drilling commenced in July 2025, employing a 125 meter by 125 meter drill spacing grid, with 245 HQ vertical drillholes for resource definition completed for a total of approximately 5,586 meters. A parallel and identical drilling and test work program commenced at the Lubengele tailings dam in late 2025. In early 2026 Mineral Resources were defined at TD05. Further technical assessments will need to be completed prior to further Mineral Resource conversion at TD05 and Lubengele tailings dam, which is estimated to be completed by the end of Fiscal 2027.

Konkola Plc’s near-term capital expenditures of $2.7 billion, including $0.5 billion in sustaining capital expenditures, over the five-year period from Fiscal 2027 to Fiscal 2031 are as follows:

The Konkola Complex underground mine is a large-scale, mechanized operation supported by extensive infrastructure and modern mining equipment. Access to the orebody is provided by a network of vertical shafts (1 Shaft, 3 Shaft and 4 Shaft), declines, rail haulage levels and supported by extensive underground development. A comprehensive dewatering system is in place, featuring staged pumping stations at multiple levels (370 mL, 690 mL, 950 mL), with upgrades under way including the installation of a new pump station at 1,390 mL to enable deeper mining. The mine’s ventilation system is robust, with plans for additional intake and return shafts to support increased production and ensure safe working conditions. For further information on condition of facilities at the Konkola Complex, see “—Our Properties—Mining Properties Summary Disclosure—Equipment, Facilities and Infrastructure” above. The Konkola Complex concentrator is a conventional sulfide flotation plant with a nameplate capacity of 6 million Mtpa of run-of-mine ore. The facility comprises two parallel comminution circuits (each with a SAG and ball mill), hydrocyclone clusters, and a multi-stage flotation circuit designed to recover copper from both sulfide and oxide minerals. The tailings storage facility at Chililabombwe, known as the Lubengele, is the primary deposition site for tailings generated by the Konkola concentrator. The facility is located just north of the town of Chililabombwe and is engineered to accommodate the high-volume slurry produced by ongoing mining and processing operations.

Processing infrastructure at the Nchanga Complex is substantial. The Nchanga Complex houses three sulfide concentrators—Old East Mill (4.4 Mtpa nominal capacity), New East Mill (6.5 Mtpa nominal capacity) and New West Mill (2.5 Mtpa nominal capacity), and have a combined nominal capacity of 13.4 Mtpa. Tailings from these concentrators, combined with reclaimed material from the tailings storage facilities, are processed at the Nchanga tailings leach plant at up to approximately 16.7 Mtpa under the MII case. The Nchanga TLP is a key facility that reprocesses both current tailings from the Nchanga concentrators and historic tailings, TD03 and TD04, using sulfuric acid leaching, solvent extraction and electrowinning to produce LME Grade A copper cathode. The Nchanga TLP has achieved throughputs of up to 16 Mtpa. The TLP is supported by an on-site acid plant with leaching capacity of approximately 1,850 tonnes per day. The Nchanga smelter is a flash furnace operation designed to process high-grade copper concentrates, producing copper anodes and cobalt alloy, with a nameplate capacity of 312 ktpa. The smelter is tightly integrated with the TLP and the Nkana refinery in Kitwe, which produces refined copper cathodes and starter sheets for the TLP electrowinning tankhouse.

The Nkana refinery located in Kitwe is a conventional electro-refinery with a nominal capacity of 300 Ktpa of LME Grade A refined copper. The refinery utilizes a starter sheet process, where thin sheets of refined copper are plated on titanium blanks and then grown to full weight in the commercial tankhouse sections. Anodes are consumed in two 11-day cycles, producing two refined cathodes per anode, with approximately 18% of the anode weight returned to the smelter as scrap. The refinery is arranged in 72 independently powered sections, with nine electrolyte circuits servicing eight sections each. Historically, the refinery has achieved over 95% current efficiency and produced more than 95% LME Grade A quality copper. In recent years, capacity has been significantly reduced due to maintenance challenges. The current focus of the refinery is to produce starter sheets for the TLP electrowinning tankhouse, with anode scrap returned to the smelter for remelting. Slimes generated during refining, containing precious metals, are collected and sold.

We plan to construct a second tailings leach plant, TLP 2, at the Nchanga site to process reclaimed material from TD05. The proposed facility is designed to operate in parallel with the existing Nchanga TLP, increasing combined tailings throughput from approximately 13 Mtpa in Fiscal 2027 to approximately 34 Mtpa from Fiscal 2031onwards. We anticipate that the construction of TLP 2 will require capital expenditure of approximately $750 million and will take approximately two years to complete.

KCM operates an integrated processing and recovery system across three main sites: Konkola, Nchanga, and Kitwe. The overall processing strategy is designed to treat copper sulfide and mixed oxide-sulfide ores sourced from the Konkola Complex underground mine, as well as reclaimed tailings from TD03 and TD04. Commencing 2029, we will also be treating reclaimed tailings from TD05. Ore from the Konkola Complex is processed using conventional sulfide flotation at the Konkola concentrator to produce copper-cobalt concentrate. The Nchanga flash smelting furnace processes concentrate from the Konkola and Nchanga concentrators together with third-party concentrate purchased from other regional copper mines. KCM’s own concentrates carry elevated silica and magnesia content that exceeds the flash smelting furnace’s preferred feed blend parameters, and the addition of chalcopyrite-dominant third-party concentrate is necessary to achieve the chemical balance required for stable furnace operation. The smelting process generates sulfur dioxide off-gas from which sulfuric acid is produced at the on-site acid plant (capacity 1,850 tonnes per day). This acid is the essential reagent for the Nchanga TLP, which processes reclaimed tailings from TD03 and TD04 and current tailings from the Nchanga concentrators using sulfuric acid leaching, solvent extraction, and electrowinning to produce LME Grade A copper cathode. The smelter also produces cobalt alloy as a by-product for sale. Copper anodes produced at the Nchanga smelter are transported to the Nkana Refinery in Kitwe, which is currently focused on producing starter sheets for the TLP electrowinning tankhouse. The Nkana Refinery has a nameplate capacity of 300 Ktpa of LME Grade A refined cathode, and we expect to evaluate a strategic investment program to restore full cathode refining capacity when power supply conditions permit.

The mining and processing operations at the KCM Complex are summarized in the following graphic:

At the Konkola Complex underground mine, three principal mining methods are currently utilized: Longhole Open Stoping, Post Pillar Cut and Fill and a Hybrid Overcut and Bench method, also referred to as Modified Overcut and Bench. The selection of each mining method is determined by factors such as orebody dip, ore thickness, ground conditions and the availability of infrastructure.

Mining operations at the Nchanga Complex employ a combination of large-scale open pit and underground mining methods, supported by surface stockpiles and tailings reclamation infrastructure. Open pit mining is carried out using conventional truck-and-shovel techniques, incorporating benching, drilling, blasting, and staged pushbacks guided by Whittle-optimized pit designs to maximize resource extraction and operational efficiency.

KCM Complex Summary of Mineral Resources as of April 1, 2026 – 79.42% Basis⁽¹⁾⁽⁷⁾

KCM Complex Summary of Mineral Reserves as of April 1, 2026 – 79.42% Basis⁽¹⁾⁽⁷⁾

As this is the first time that Mineral Resources and Mineral Reserves have been estimated for the KC Complex in accordance with subpart 1300 of Regulation S-K, there is no Mineral Resource or Mineral Reserve information for prior dates for comparison.

The analysis of Konkola Plc’s Mineral Reserves and Mineral Resources for Konkola Complex underground mine and the Nchanga Complex (including TD03, TD04 and TD05) has been reviewed by AMC, designated as the Qualified Person in collaboration with its personnel. Konkola Plc’s management teams periodically review its Mineral Reserves and Mineral Resources by performing subsurface resource definition drilling and sampling, and techno-economic analysis as part of its mine planning process. The modeling and analysis of Konkola Plc’s Mineral Reserves and Mineral Resources has been developed by Konkola Plc’s technical leaders, and experienced consultants and is reviewed by several levels of internal management. The development of such Mineral Reserves and Mineral Resources estimates, including related assumptions, was a collaborative effort between Konkola Plc and the Qualified Person. This section summarizes the internal control considerations for Konkola Plc’s development of estimations, including assumptions, used in Mineral Reserves and Mineral Resources analysis and modeling.

When determining Mineral Reserves and Mineral Resources, as well as the differences between Mineral Reserves and Mineral Resources, the team developed specific criteria, each of which must be met to qualify as a Mineral Reserves and Mineral Resources, respectively. These criteria, such as demonstration of economic viability, legal right to mine and material quality, are specific and attainable. The Qualified Person and Konkola Plc’s management agree on the reasonableness of the criteria for the purposes of estimating Mineral Reserves and Mineral Resources for Konkola Complex underground mine and the Nchanga Complex (including TD03, TD04 and TD05). Estimations using these criteria are either performed or reviewed and validated by the Qualified Person.

Estimations and assumptions were developed independently for each material property and are set out in Section 8 of the accompanying Technical Report Summaries. All estimates require a combination of historical data, key assumptions, parameters, subsurface exploration and material testing. Quality assurance and quality control procedures (“QA/QC Procedures”) have been developed for each property, which were reviewed by the Qualified Person, to ensure the underlying data used as the primary input into the Mineral Resource and Mineral Reserve estimates is representative of the deposit and has sufficient precision and accuracy to be considered reliable. The Qualified Person is satisfied that the QA/QC Procedure deficiencies, individually and in the aggregate, add a degree of uncertainty to the assay database but do not materially compromise the reliability of the Mineral Resource estimates at the Pre-Feasibility Study TRS level of confidence.

While the Mineral Reserve (Proven and Probable) and Mineral Resource (Measured, Indicated and Inferred) classification categories identify relative confidence of estimates, there is an inherent risk associated with such estimates. The risk stems from factors including geological complexity; the interpretation, interpolation and extrapolation of field and laboratory data; changes in operating approach; macroeconomic and market conditions and new data, among other factors. The capital, operating and economic analysis estimates rely on a range of assumptions and forecasts that are subject to change. Konkola Plc bases estimates on information known at the time of determination and regularly reevaluate the basis of the estimates and estimates themselves whenever new information indicates a material change in Mineral Reserves and/or Mineral Resources at any of Konkola Plc’s properties.

The following table provides information regarding our executive officers and our board of directors as of the date of this prospectus:

Deshnee Naidoo has served as our Chief Executive Officer and President since 2026 and was appointed as the Executive Director to our board of directors in April 2026. Ms. Naidoo has served as Chief Executive Officer of VRL, an affiliate of the Company, since January 2025 and will resign from such position upon the effectiveness of the registration statement of which this prospectus forms a part. Previously, Ms. Naidoo served as Chief Executive Officer of Vale Base Metals in Canada from 2023 until March 2024. She joined Vale Base Metals in January 2021 and held roles including Executive Vice President and Chief Financial Officer, where she led the successful carve-out of the business from its parent company, Vale S.A. Between 2014 and 2020, Ms. Naidoo held senior leadership roles at Vedanta, including CEO of Vedanta Zinc International and Africa Base Metals. Ms. Naidoo holds a degree in Chemical Engineering from the University of KwaZulu-Natal, South Africa, and a certification in Finance and Administration from the Witwatersrand Business School. We believe that Ms. Naidoo’s extensive global experience in the resources business, and her dedication to operational excellence and driving growth make her well-equipped to be a director of the board of the Company.

Pushpender has served as our Chief Financial Officer, Treasurer and Secretary since 2026. Mr. Pushpender served as the Chief Financial Officer and Executive Director of Vedanta Zinc International, an affiliate of the Company, from 2016 to 2025, and has served as interim Chief Financial Officer of Konkola Plc since December 2025 and will resign from such position upon the effectiveness of the registration statement of which this prospectus forms a part. Mr. Pushpender has held various roles within the Vedanta group since 2007, including Chief Financial Officer and Director of Vedanta Base Metals Limited from 2024 to 2025, Head of Finance, Commercial and Administration for Vedanta’s Australian Operations from 2010 to 2015; Finance Controller for Talwandi Sabo Power from 2008 to 2010; and Finance and Treasury Controller for Vedanta Aluminum and Sterlite Energy from 2007 to 2008. Mr. Pushpender is a Chartered Accountant with memberships from the Institute of Chartered Accountants of India and the South African Institute of Chartered Accountants. He holds a Bachelor of Commerce degree from Maharaja Ganga Singh University, India. We believe Mr. Pushpender’s strong financial expertise and leadership will support the Company’s continued growth, enhance financial discipline and strengthen governance standards.

Priya Agarwal Hebbar is Chairperson of our board of directors and was appointed as a non-employee director to our board of directors in January 2025. Ms. Agarwal has served as Chairperson of Hindustan Zinc Limited (NSE: HZNC.NS), India’s only integrated zinc producer, since 2023 and as Non-Executive Director at Vedanta Limited, a leading global natural resources conglomerate, since 2017. Hindustan Zinc Limited and Vedanta Limited are affiliates of the Company. Ms. Agarwal currently leads the Anil Agarwal Foundation, and in 2010 she founded YODA, Maharashtra’s largest animal welfare organization. Ms. Agarwal also leads The Animal Care Organization (TACO), India’s first state-of-the-art animal welfare project under the Animal Assistance Foundation. Ms. Hebbar is the daughter of Anil Agarwal and holds a Bachelor’s degree in Psychology and Business Management from the University of Warwick, UK. We believe that Ms. Agarwal’s experience in strategic leadership and public relations and her ability to oversee and guide large-scale projects and initiatives make her well-equipped to be a director of the board of the Company.

Thomas Albanese is Vice Chairperson of our board of directors and was appointed as a non-employee director to our board of directors in October 2025. Mr. Albanese served as Chief Executive Officer and director of VRL (formerly Vedanta Resources Plc), an affiliate of the Company, and as Chief Executive Officer and director of Vedanta Limited (NSE: VEDL) between 2014 and 2017. Mr. Albanese also served as Chairman of Konkola Plc from 2014 to January 2018. Previously, he served as Chief Executive Officer of Rio Tinto plc and Rio Tinto Limited, the British and Australian parent companies of the leading diversified international mining group from 2007 to 2013. Mr. Albanese also serves as Co-Chairman of CIC, a private deep sea mineral project. Currently, Mr. Albanese also serves as Chairman of Franco-Nevada Corp (NYSE and TSX: FNV), a leading gold-focused royalty and streaming company, and a director on the Board of CoTec Holdings Corp (TSX-V: CTH and OTCQB: CTHCF), a resource extraction and processing company. Since 2023, he has served as Co-Chairman of the critical minerals vertical at SAFE, a Washington DC-based non-profit think tank focused on U.S. Energy and Mineral Security. Mr. Albanese holds a Master of Science degree in Mining Engineering and a Bachelor of Science degree in Mineral Economics from the University of Alaska Fairbanks. He was conferred with an Honorary Doctorate from the University of Alaska in 2012. On October 17, 2017, the SEC filed civil charges against Rio Tinto plc, Mr. Albanese, and the former chief financial officer of Rio Tinto plc, alleging violations of various U.S. federal securities laws in connection with conduct at Rio Tinto plc and its subsidiaries while Mr. Albanese was the chief executive officer. On November 20, 2023, final judgments were entered based on the consents of Rio Tinto plc, Rio Tinto Limited and Mr. Albanese, without admitting or denying the SEC’s allegations. Mr. Albanese was permanently restrained and enjoined from violating Section 13(b)(5) of the Exchange Act and Rule 13b2-1 thereunder, and subject to a civil penalty of $50,000. We believe that Mr. Albanese’s robust experience serving as an executive and on the boards of numerous publicly traded global mining and resources companies makes him well-equipped to be a director of the board of the Company.

Dr. Moses Banda will serve as a non-employee director upon the completion of this offering. Dr. Banda is a well-known Zambian economist with over 40 years of experience across academia and the public and private sectors. Dr. Banda has served as a director of Konkola Plc. since July 2024. Since December 2021, Dr. Banda has served as Vedanta’s Country Director and official spokesperson in Zambia. Previously, Dr. Banda served as the Presidential Economic Advisor to the late Zambian President Levy Patrick Mwanawasa from 2002 to 2007 and as Permanent Secretary at the Ministry of Commerce, Trade and Industry. He holds a PhD in Natural Resources and Economics and a Bachelor of Arts degree in Public Administration and Economics. We believe that Dr. Banda’s extensive experience as an economist, his advisory roles within the Zambian government and for other international organizations and his deep knowledge of the Zambian economic landscape make him well-equipped to be a director of the board of the Company.

Upendra Kumar Sinha will serve as a non-employee director upon the completion of this offering. Mr. Sinha has served as a director on the board of New Delhi Television Limited (NSE: NDTV) since 2023, a director on the board of Nippon Life India Asset Management Limited (NSE: NAM-INDIA) since 2023, a director on the board of SIS Limited (NSE: SIS) since 2022 and a director on the board of Havells (NSE: HAVELLS) since 2018. Prior to these directorships, Mr. Sinha served as a director on the board of Vedanta Limited, an affiliate of the Company, from 2018 to 2024. Mr. Sinha also served on the board of Max Healthcare Institute Limited (NSE: MAXHEALTH) from 2019 to 2021. He also served as the Chairman of Securities and Exchange Board of India (SEBI) between 2011 and 2017. He holds a bachelor’s and master’s degree in science from Patna University and a bachelor’s degree in law from Patna University, Bihar. We believe that Mr. Sinha’s extensive experience leading and overseeing major organizations makes him well-equipped to be a director of the board of the Company.

Rishi Sethia will serve as a non-employee director upon the completion of this offering. Mr. Sethia has served as a Senior Advisor/Consultant of Amaris Partners UK Ltd since 2022. He is also the founder, and has served as the Managing Director of, Euro Bridge Brands FZE since 2017. Previously, Mr. Sethia has held various senior executive positions, such as the Managing Director of Powerdeck International Limited, Senior Management – Security Printing Division of SICPA SA and the Senior Commercial Role at Newby Teas. Mr. Sethia also had extensive experience in the financial services industry, having served as Vice President and Head of India Desk of DLJ/Credit Suisse First Boston and the Vice President at Merrill Lynch. Mr. Sethia holds a bachelor’s degree in International Business Administration (Finance & Trade) from European Business School. We believe that Mr. Sethia’s global leadership experience in metals and mining, manufacturing, financial services and strategic advisory make him well-equipped to be a director of the board of the Company.

Upon completion of this offering, Vedanta will hold approximately % of our outstanding common stock (or % if the underwriters exercise their option to purchase additional shares of common stock in full). As a result, we will be a “controlled company” as defined under the corporate governance rules of the NYSE and, therefore, will qualify for, and rely on, exemptions from certain corporate governance requirements of the NYSE. Accordingly, we will not be required to have a majority of independent directors on the board of directors as defined under the rules of the NYSE, and we will not be required to have a compensation committee or a nominating and corporate governance committee, in each case composed entirely of independent directors. We intend to take advantage of certain of these exemptions following the completion of this offering, including the exemption from the requirement to have a majority of independent directors. As a result, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE.

In the event that we cease to be a “controlled company,” to the extent we have not done so already, we will be required to fully implement the corporate governance requirements of the NYSE within the applicable transition periods.

Upon consummation of this offering, our board of directors will consist of 6 individuals, including our Chairperson and Vice Chairperson. Our amended and restated certificate of incorporation, which will be effective upon the consummation of this offering, will provide that our board of directors will be established from time to time by our board.

Our amended and restated certificate of incorporation will provide that any newly created directorship on our board of directors that results from an increase in the number of directors and any vacancy occurring in our board of directors may only be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director (and not by the stockholders).

Our board of directors will adopt corporate governance guidelines that provide that the board of directors shall appoint an independent director to serve as our lead independent director. Our board of directors will appoint Mr. Sinha to serve as our lead independent director. As lead independent director, Mr. Sinha will have primary responsibilities to preside over all meetings.

Prior to the completion of this offering, our board of directors undertook a review of the independence of our directors and considered whether any director has a material relationship with us that could compromise that director’s ability to exercise independent judgment in carrying out that director’s responsibilities. Our board of directors has affirmatively determined that Dr. Banda, Mr. Sethia and Mr. Sinha each meet the definition of “independent director” under the rules of NYSE. In making these determinations, our board of directors considered the current and prior relationships that each director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our common stock by each director and the transactions involving them described in “Certain Relationships and Related Party Transactions.” In addition to determining whether each director satisfies the director’s independence requirements set forth in the listing requirements of NYSE, in the case of members of the audit committee, our board of directors made an affirmative determination that such members also satisfy separate independence requirements and current standards imposed by the SEC.

There are no familial relationships between any of our executive officers and directors.

In connection with the completion of this offering, our board of directors will have an audit committee, a compensation committee and a nominating and corporate governance committee, each of which will have the composition and responsibilities described below.

Upon the completion of this offering, our audit committee will consist of Dr. Banda, Mr. Sethia and Mr. Sinha, with Mr. Sinha serving as chair. Rule 10A-3 under the Exchange Act and the rules of NYSE require that our audit committee have at least one independent member upon the listing of our shares of common stock, have a majority of independent members within 90 days of the date of this prospectus and be composed entirely of independent members within one year of the date of this prospectus. Our board of directors has affirmatively determined that Dr. Banda, Mr. Sethia and Mr. Sinha each meet the definition of “independent director” for purposes of serving on the audit committee under Rule 10A-3 under the Exchange Act and the rules of NYSE. Each member of our audit committee also meets the financial literacy requirements of NYSE. In addition, our board of directors has determined that Mr. Sinha will qualify as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. Our board of directors will adopt a written charter for the audit committee, which will be available on our principal corporate website at https://coppertechmetals.com substantially concurrently with the completion of this offering. The information contained on, or that can be accessed through, our website is not a part of this prospectus; we have included this website address solely as an inactive textual reference.

Upon the completion of this offering, our compensation committee will consist of Dr. Banda, Mr. Sethia and Mr. Sinha, with Mr. Sethia serving as chair. Our board of directors will adopt a written charter for the compensation committee, which will be available on our principal corporate website at https://coppertechmetals.com substantially concurrently with the completion of this offering. The information contained on, or that can be accessed through, our website is not a part of this prospectus; we have included this website address solely as an inactive textual reference.

Our nominating and corporate governance committee will be responsible for, among other things:

Upon the completion of this offering, our nominating, governance and regulatory committee will consist of Dr. Banda, Mr. Sethia and Mr. Sinha, with Mr. Sinha serving as chair. Our board of directors will adopt a written charter for the nominating, governance and regulatory committee, which will be available on our principal corporate website at https://coppertechmetals.com substantially concurrently with the completion of this offering. The information contained on, or that can be accessed through, our website is not a part of this prospectus; we have included this website address solely as an inactive textual reference.

None of our executive officers have served as a member of a compensation committee (or if no committee performs that function, the board of directors) of any other entity that has an executive officer serving as a member of our board of directors.

We maintain a general liability insurance policy that covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers. Our amended and restated certificate of incorporation will include provisions limiting the liability of directors and officers and indemnifying them under certain circumstances. In addition, prior to the completion of this offering, we expect to enter into indemnification agreements with all of our directors and executive officers that provide them and certain of their affiliated parties with additional indemnification and related rights. See “Description of Capital Stock—Limitation on Liability and Indemnification.”

Prior to the completion of this offering, we will adopt a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code will be posted on our principal corporate website at https://coppertechmetals.com. The information contained on, or that can be accessed through, our website is not a part of this prospectus; we have included this website address solely as an inactive textual reference. In addition, we intend to post on our website all disclosures that are required by law or the rules of NYSE concerning any amendments to, or waivers from, any provision of the code.

This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt following the completion of this offering may differ materially from the currently planned programs summarized in this discussion. As an emerging growth company as defined in the JOBS Act, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to emerging growth companies.

We expect to enter into offer letters with each of Ms. Naidoo and Mr. Pushpender, our current executive officers who were appointed to their respective positions in Fiscal 2027, in connection with this offering. The offer letters will provide for a base salary (initially $630,000 for Ms. Naidoo and $450,000 for Mr. Pushpender) and eligibility to receive an annual performance bonus, with an initial target annual performance bonus equal to $787,500 for Ms. Naidoo and $ 330,000 for Mr. Pushpender. Ms. Naidoo’s offer letter will also provide for a special annual payment equal to $100,000, payable in monthly installments, which is in lieu of any pension or perquisites she may be eligible to receive. Ms. Naidoo and Mr. Pushpender are expected to receive equity or equity-based awards under the Plan (as defined below). In addition, in the event Ms. Naidoo or Mr. Pushpender relocates from their current principal place of work, each may be eligible for cost of living and tax adjustments designed to ensure continued mobility in the performance of their respective roles and duties. The offer letters also contain restrictive covenants, including confidentiality, non-solicit and non-competition covenants.

The Company has not granted equity awards to any employee or other service provider of the Company and therefore no equity awards were outstanding as of March 31, 2026.

On June 2, 2026, our board of directors approved the CopperTech Metals Inc. 2026 Omnibus Incentive Plan (the “Plan”), which will become effective upon the completion of this offering. The purposes of the Plan will be to provide additional incentives to selected employees, directors, independent contractors and consultants of the Company or its affiliates, to strengthen their commitment, motivate them to faithfully and diligently perform their responsibilities and to attract and retain competent and dedicated persons who are essential to the success of our business and whose efforts will impact our long-term growth and profitability. To accomplish these purposes, the Plan will provide for the issuance of options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), stock bonuses, other stock-based awards and cash awards.

A total number of shares of our common stock equal to 2% of our outstanding shares of common stock as of the completion of this offering will be reserved and available for issuance under the Plan.

Shares subject to an award under the Plan that remain unissued upon the forfeiture, cancellation, termination or expiration of the award will again become available for grant under the Plan. Additionally, shares that are exchanged by a participant or withheld by us as full or partial payment in connection with any award under the Plan, as well as any shares exchanged by a participant or withheld by us to satisfy the tax withholding obligations related to any award, will also be available for subsequent awards under the Plan. To the extent an award is paid or settled in cash, the number of shares previously subject to the award will again be available for grants pursuant to the Plan. To the extent that an award can only be settled in cash, such award will not be counted against the total number of shares available for grant under the Plan.

We expect that the Plan will initially be administered by our board of directors, although in the future it may be administered by our compensation committee, once established, or any other committee of our board of directors. The plan administrator may interpret the Plan and may prescribe, amend and rescind rules and make all other determinations necessary or desirable for the administration of the Plan.

The Plan permits the plan administrator to select the officers, employees, non-employee directors, independent contractors and consultants of the Company or its affiliates who will receive awards, to determine the terms and conditions of those awards, including, but not limited to, the exercise price or other purchase price of an award, the number of our shares or cash or other property subject to an award, the term of an award and the vesting schedule applicable to an award, and to amend the terms and conditions of outstanding awards.

RSUs and restricted stock may be granted under the Plan. The plan administrator will determine the purchase price, vesting schedule and performance objectives, if any, applicable to the grant of RSUs and restricted stock. If the restrictions, performance objectives or other conditions determined by the plan administrator are not satisfied, the RSUs and restricted stock will be forfeited. Subject to the provisions of the Plan and the applicable individual award agreement, the plan administrator may provide for the lapse of restrictions in installments or the acceleration or waiver of restrictions (in whole or part) under certain circumstances as set forth in the applicable individual award agreement, including the attainment of certain performance goals, a participant’s termination of employment or service or a participant’s death or disability. The rights of RSU and restricted stockholders upon a termination of employment or service will be set forth in individual award agreements.

Unless the applicable award agreement provides otherwise, participants with restricted stock will generally have all of the rights of a stockholder during the restricted period, including the right to vote and receive dividends declared with respect to such restricted stock. Dividends declared during the restricted period with respect to such restricted stock may be paid or distributed when accrued, or may become payable if the underlying restricted stock vest. During the restricted period, participants with RSUs will generally not have any rights of a stockholder, but, if the applicable individual award agreement so provides, may be credited with dividend equivalent rights. Dividend equivalents may be paid or distributed when accrued, or may be paid at the time that our shares in respect of the related RSUs are delivered to the participant.

We may issue stock options under the Plan. Options granted under the Plan may be in the form of non-qualified options or “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code, as set forth in the applicable individual option award agreement. The exercise price of all options granted under the Plan will be determined by the plan administrator, but generally in no event may the exercise price be less than 100% of the fair market value of the related shares on the date of grant. The plan administrator may grant options with an exercise price less than fair market value to participants who are not subject to Section 409A of the Internal Revenue Code or who reside outside the United States. The maximum term of all stock options granted under the Plan will be determined by the plan administrator, but may not exceed ten years. Each stock option will vest and become exercisable (including in the event of the optionee’s termination of employment or service) at such time and subject to such terms and conditions as determined by the plan administrator in the applicable individual option agreement.

SARs may be granted under the Plan either alone or in conjunction with all or part of any option granted under the Plan. A free-standing SAR granted under the Plan entitles its holder to receive, at the time of exercise, an amount per share equal to the excess of the fair market value (at the date of exercise) of a share over the base price of the free-standing SAR. A SAR granted in conjunction with all or part of an option under the Plan entitles its holder to receive, at the time of exercise of the SAR and surrender of the related option, an amount per share equal to the excess of the fair market value (at the date of exercise) of a share over the exercise price of the related option. Each SAR will be granted with a base price that is not less than 100% of the fair market value of the related shares on the date of grant, provided that the plan administrator may grant a SAR with a base price less than fair market value to participants who are not subject to Section 409A of the Internal Revenue Code or who reside outside the United States. The maximum term of all SARs granted under the Plan will be determined by the plan administrator, but may not exceed ten years. The plan administrator may determine to settle the exercise of a SAR in shares, cash, or any combination thereof.

Each free-standing SAR will vest and become exercisable (including in the event of the SAR holder’s termination of employment or service) at such time and subject to such terms and conditions as determined by the plan administrator in the applicable individual free-standing SAR agreement. SARs granted in conjunction with all or part of an option will be exercisable at such times and subject to all of the terms and conditions applicable to the related option.

Other stock-based awards, valued in whole or in part by reference to, or otherwise based on, our shares (including dividend equivalents) may be granted under the Plan. Dividends or dividend equivalents awarded under the Plan may be paid or distributed when accrued, or may be subject to the same restrictions, conditions and risks of forfeiture as the underlying awards and only become payable if the underlying awards vest. The plan administrator will determine the terms and conditions of such other stock-based awards, including the number of shares to be granted pursuant to such other stock-based awards, the manner in which such other stock-based awards will be settled (e.g., in shares, cash or other property), and the conditions to the vesting and payment of such other share-based awards (including the achievement of performance objectives).

Bonuses payable in fully vested shares and awards that are payable solely in cash may also be granted under the Plan.

The plan administrator may grant equity-based awards and incentives under the Plan that are subject to the achievement of performance objectives selected by the plan administrator in its sole discretion.

In the event of a merger, consolidation, reclassification, recapitalization, spin-off, spin-out, repurchase, reorganization, corporate transaction or event, special or extraordinary dividend or other extraordinary distribution (whether in the form of shares, cash or other property), share split, reverse share split, subdivision or consolidation, combination, exchange of shares, or other change in corporate structure affecting our shares, an equitable substitution or proportionate adjustment shall be made, at the sole discretion of the plan administrator, in (i) the aggregate number of our shares reserved for issuance under the Plan, (ii) the kind and number of securities subject to, and the exercise price or base price of, any outstanding options and SARs granted under the Plan, (iii) the kind, number and purchase price of our shares, or the amount of cash or amount or type of property, subject to outstanding restricted shares, RSUs, stock bonuses and other stock-based awards granted under the Plan, or (iv) the performance goals and periods applicable to awards granted under the Plan. Equitable substitutions or adjustments other than those listed above may also be made as determined by the plan administrator. In addition, the plan administrator may terminate all outstanding awards for the payment of cash or in-kind consideration having an aggregate fair market value equal to the excess of the fair market value of shares, cash or other property covered by such awards over the aggregate exercise price or base price, if any, of such awards, but if the exercise price or base price of any outstanding award is equal to or greater than the fair market value of our shares, cash or other property covered by such award, the board of directors may cancel the award without the payment of any consideration to the participant.

Each participant will be required to make arrangements satisfactory to the plan administrator regarding payment of an amount up to the maximum statutory tax rates in the participant’s applicable jurisdictions with respect to any award granted under the Plan, as determined by us. Whenever cash is to be paid pursuant to an award, we have the right, to the extent permitted by law, to deduct any such taxes from any payment of any kind otherwise due to the participant. Additionally, whenever shares or other property other than cash are to be delivered pursuant to an award, we may (i) require the participant to pay us an amount in cash, (ii) withhold from delivery of shares or other property, or (iii) accept delivery of already owned unrestricted shares, in each case in the sole discretion of the plan administrator. The shares withheld must have a value not exceeding the applicable taxes to be withheld and applied to the tax obligations, determined based on the greatest withholding rates that may be used without creating adverse accounting treatment with respect to such award. We may also use any other method of obtaining the necessary payment or proceeds, as permitted by law, to satisfy our withholding obligation with respect to any award.

The Plan provides the board of directors with authority to amend, alter or terminate the Plan, but generally such action may not impair the rights of any participant with respect to outstanding awards without the participant’s consent. The plan administrator may amend an award, prospectively or retroactively, but generally such amendment may not impair the rights of any participant without the participant’s consent. Stockholder approval of any such action will be obtained if required to comply with applicable law.

The Plan will terminate on the tenth anniversary of the effective date of the Plan (although awards granted before that time will remain outstanding in accordance with their terms).

We intend to file with the SEC a registration statement on Form S-8 covering the shares issuable under the Plan.

None of our directors have received any compensation for their services as directors during Fiscal 2025 and Fiscal 2026. In connection with the completion of this offering, our non-employee directors will initially be eligible to receive an annual cash retainer fee equal to $75,000 and a meeting fee of $2,000 for every committee and board meeting they attend. Except as otherwise determined by our board of directors (or applicable committee thereof), each non-employee director will also receive an annual grant of restricted stock units with respect to a number of shares equal to $75,000. The first annual equity award is expected to be granted around the time of our first annual meeting of stockholders and will cliff vest on the first anniversary of the date of grant.

In connection with the completion of this offering, Thomas Albanese is expected to receive an award of fully vested shares having an aggregate value of up to $1,000,000 (based on the fair market value of a share on the date of grant) (the “IPO Award”) for his services to the Company in connection with this offering. The exact number of shares to be issued pursuant to this award will be determined by our board of directors in its sole discretion, provided that the number shares subject to the award will not exceed $1,000,000, based on the fair market value of a share on the date of grant.

In addition to the director and executive officer compensation arrangements discussed above under “Executive and Director Compensation,” the following is a description of transactions since April 1, 2023, to which we have been a party in which the amount involved exceeded or will exceed $120,000 and in which any of our directors, executive officers, beneficial holders of more than 5.0% of our common stock or their immediate family members or entities affiliated with them, had or will have a direct or indirect material interest.

Immediately following the Transactions and this offering, VRL will hold approximately % of our common stock through its affiliate (or approximately % if the underwriters exercise their option to purchase additional shares in full). We have arrangements with certain companies that VRL has controlling interests in, which are set forth below.

The terms of the transactions and agreements disclosed in this section were determined by and among affiliated entities and, consequently, are not the result of arm’s length negotiations. These terms are not necessarily at least as favorable to the parties to these transactions and agreements as the terms that could have been obtained from unaffiliated third parties.

Immediately prior to the completion of this offering, Vedanta will complete a series of internal reorganization transactions pursuant to which, among other things, (1) CopperTech will issue 265,479,197 shares with additional paid-in capital of $2,654,791.97 to acquire Konkola Plc through VRJL and (2) CopperTech will issue 704,520,803 shares with additional paid in capital of $7,045,208.03 against the transfer of certain Existing Vedanta Liabilities, including accrued interest and related receivables through VRJL from VRL and VRJL II. See “Prospectus Summary—Summary of the Transactions.”

As a result of the Transactions, VRJL will become a wholly owned subsidiary of CopperTech. Certain legacy shareholder loans and other obligations owed by Konkola Plc to affiliates of Vedanta of approximately $1,964,000,000 will be contributed to VRJL. The loans to be contributed to VRJL pursuant to the Transactions will exclude the Funded Scheme Loans and Excluded Legacy Liabilities. VRHL and the relevant Vedanta affiliate lender will remain the lender of the Funded Scheme Loans and Excluded Legacy Liabilities, respectively.

Further, VRJL will assume the obligation pursuant to Section 15.1.2 of the KCM Shareholders Agreement to lend the outstanding balance of $670.0 million principal amount to Konkola Plc, that has yet to be funded under the Capital Expenditures Support Loan Agreement. In the event that VRJL fails to satisfy its funding obligations under the Capital Expenditures Support Loan or pursuant to Section 15.1.2 of the KCM Shareholders Agreement, such funding default shall automatically trigger the deemed transfer provisions set out in Section 15 of the KCM Shareholders Agreement, which, among other things, requires the defaulting party to deliver written notice to the other parties, who may elect to treat such notice as an irrevocable offer to sell all of the defaulting party’s shares in and shareholder loans to Konkola Plc. See “Certain Relationships and Related Party Transactions—Lending Agreements—Deed of Adherence.”

In connection with the Scheme of Arrangement, Konkola Plc entered into the Capital Expenditures Support Loan Agreement, the Creditor Settlement Support Loan Agreement and the Community Support Loan Agreement, referred to herein as the “Scheme Loan Agreements”, with VRHL pursuant to which VRHL is required to loan an aggregate principal amount of up to $1.27 billion to Konkola Plc.

Pursuant to the Capital Expenditures Support Loan Agreement, the lender is required to loan $1.00 billion to Konkola Plc to fund Konkola Plc’s capital expenditure to be funded by the following semi-annual instalments until January 31, 2030. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Scheme Loan Agreement.” As of March 31, 2026, VRHL had funded $330.0 million under the Capital Expenditures Support Loan Agreement and there is a balance of $670.0 million to be funded. On June 1, 2026, the obligation to fund the remaining $670.0 million under the Capital Expenditures Support Loan Agreement was novated from VRHL to VRJL. See “Certain Relationships and Related Party Transactions—Lending Agreements—Deed of Adherence.” CopperTech shall, upon and subject to the completion of this offering, contribute $670.0 million of the net proceeds to VRJL for the purpose of funding the outstanding balance under the Capital Expenditures Support Loan Agreement, with such proceeds being applied towards the development of the Konkola Complex. See “Summary of the Transactions” and “Use of Proceeds.”

Pursuant to the Creditor Settlement Support Loan Agreement, the lender is required to loan $250 million to Konkola Plc to fund amounts payable to Konkola Plc’s creditors. As of March 31, 2026, VRHL had fully funded the $250 million required by the Creditors Settlement Support Loan Agreement.

Pursuant to the Community Support Loan Agreement, the lender is required to loan $20.75 million to Konkola Plc to fund community support. As of March 31, 2026, VRHL had fully funded the $20.0 million required by the Community Support Loan Agreement.

On December 22, 2023, Konkola Plc entered into a Bridge Facility Loan Agreement with VRHL for a principal amount of $25.0 million that accrued interest at a rate of Secured Overnight Financing Rate (“SOFR”) plus 7.00%. The full principal and interest amounts were repaid on July 15, 2025.

Pursuant to the Scheme of Arrangement, Konkola Plc’s shareholders were required to restructure the legacy debt previously provided to Konkola Plc. This was implemented through the execution of the Legacy Konkola Liability agreements. Under the Legacy Konkola Liability agreements, the relevant funding arrangements were amended to provide that all interest accrued prior to July 31, 2024 is capitalized into the principal amount of the respective loan and that no additional interest accrues from July 31, 2024. The Legacy Konkola Liabilities consist of the Existing Vedanta Liabilities and the Existing ZCCM-IH Liabilities. Following the Transactions, VRJL will assume the outstanding balances of the Existing Vedanta Liabilities as lender, as of the date of the Transactions.

Pursuant to the Scheme of Arrangement and the KCM Shareholders Agreement, repayments of all debt accrued by Konkola Plc owed to its creditors prior to the Scheme of Arrangement (the “Legacy Creditors”), including the Legacy Konkola Liabilities, and the Scheme Loan Agreements are subject to the following free cash flow waterfall:

On June 1, 2026, the GRZ, ZCCM, VRL, VRHL, VRJL and Konkola Plc entered into the Deed of Adherence, Novation and Guarantee relating to the KCM Shareholders Agreement, entered into on November 6, 2023 between VRL, VRHL, ZCCM and Konkola Plc. Pursuant to the Deed of Adherence, VRHL will transfer its 79.42% interest in Konkola Plc to VRJL and novate certain of its shareholder loan obligations to VRJL, including the unfunded balance of $670.0 million under the Capital Expenditures Support Loan Agreement. CopperTech shall, upon and subject to the completion of this offering, contribute $670.0 million of the net proceeds to VRJL for the purpose of funding the outstanding balance under the Capital Expenditures Support Loan Agreement, with such proceeds being applied towards the development of the Konkola Complex. Such contribution is also made in fulfilment of VRJL’s funding commitments under Section 15.1.2 of the KCM Shareholders Agreement. In the event that VRJL fails to satisfy its funding obligations under the Capital Expenditures Support Loan, such funding default will automatically trigger the deemed provisions set out in Section 15 of the KCM Shareholders agreement, which, among other things, requires the defaulting party to deliver written notice to the other parties, who may elect to treat such notice as an irrevocable offer to sell all of the defaulting party’s shares in and shareholder loans to Konkola Plc.

On October 30, 2025, Konkola Plc received a letter of financial support from VRL, pursuant to which VRL agreed to provide necessary financial support to Konkola Plc for a minimum period of 12 months.

Konkola Plc has entered into (i) a purchase agreement for certain software licenses dated December 24, 2024 and (ii) a services agreement for certain technology services dated July 22, 2025 (collectively, the “STL Agreements”) with STL Digital Limited, an indirect wholly-owned subsidiary of VRL, for an aggregate of $1.2 million. For the year ended March 31, 2025, Konkola Plc did not pay any software licensing fees, and for the year ended March 31, 2026, Konkola Plc paid software licensing fees of $0.80 million, pursuant to the STL Agreements.

Our amended and restated certificate of incorporation and amended and restated bylaws, each as expected to be in effect upon the consummation of this offering, will provide that we shall indemnify each of our directors and officers to the fullest extent permitted by applicable law. For further information, see the section entitled “Description of Capital Stock—Limitation on Liability and Indemnification.” We intend to enter into customary indemnification agreements with each of our executive officers and directors that provide them with customary indemnification in connection with their service to us or on our behalf.

Prior to the completion of this offering, our board of directors will adopt a written policy for the review of any transaction, arrangement or relationship in which we are a participant, the amount involved exceeds $120,000 and one of our executive officers, directors, director nominees or beneficial holders of more than 5% of our common stock (or their immediate family members or affiliates) is implicated, each of whom we refer to as a “related person,” or has a direct or indirect material interest.

If a related person proposes to enter into such a transaction, arrangement or relationship, which we refer to as a “related person transaction,” the related person must report the proposed related person transaction to the chairperson of our audit committee. The policy calls for the proposed related person transaction to be reviewed and, if deemed appropriate, approved by the audit committee. In approving or rejecting such proposed transactions, the audit committee will be required to consider the relevant facts and circumstances available and deemed relevant to the audit committee, including the material terms of the transaction, risks, benefits, costs, availability of other comparable services or products and, if applicable, the impact on a director’s independence. Our audit committee will approve only those transactions that, in light of known circumstances, are in, or are not inconsistent with, our best interests, as our audit committee determines in the good faith in the exercise of its discretion. In the event that any member of our audit committee is not a disinterested person with respect to the related person transaction under review, that member will be excluded from the review and approval or rejection of such related person transaction and another director may be designated to join the committee for purposes of such review. Whenever practicable, the reporting, review and approval will occur prior to entering into the transaction. If advance review and approval is not practicable, the audit committee will review and may, in its discretion, ratify the related person transaction retroactively.

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of , 2026, after giving effect to the Transactions and sale of common stock offered by us in this offering, assuming no exercise of the underwriters’ option to purchase additional common stock, by:

The number of shares of our common stock beneficially owned and percentages of beneficial ownership set forth below are based on (i) the number of shares of our capital stock to be issued and outstanding after giving effect to the Transactions and (ii) an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus.

The amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial” owner of a security if that person has or shares voting power or investment power over such security, which includes the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. Unless otherwise indicated in the footnotes to the following table, and subject to community property laws where applicable, each person or entity included in the table below has sole voting and investment power with respect to the shares beneficially owned by them.

A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding and to be beneficially owned by such person for the purposes of computing the ownership and percentage ownership of such person, but are not deemed to be outstanding for purposes of computing the ownership or percentage ownership of any other person, except with respect to the ownership and percentage ownership of all directors, director nominees and executive officers as a group.

The percentage of beneficial ownership prior to this offering is based on shares of common stock outstanding as of . The percentage of beneficial ownership after this offering is based on shares of common stock, which is the number of shares of common stock outstanding as of plus the shares of common stock offered by us in this offering. We currently have one record holder of common stock, and such holder is not domiciled in the United States. All holders of our common stock will have the same voting rights upon the completion of this offering.

The following is a description of our capital stock. The following description is intended as a summary only and is qualified in its entirety by reference to our amended and restated certificate of incorporation and amended and restated bylaws, each of which will be in effect at or prior to the completion of this offering, the forms of which are filed as exhibits to the registration statement of which this prospectus is a part, and applicable law.

Upon the completion of this offering, our authorized capital stock will consist of:

We are selling shares of common stock in this offering ( shares if the underwriters exercise in full their option to purchase additional shares of our common stock).

Voting Rights. Holders of shares of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders.

Dividend and Distribution Rights. Holders of shares of our common stock are entitled to receive dividends or other distributions when, as and if declared by our board of directors out of funds legally available therefor, subject to any statutory or contractual restrictions on the payment of dividends or other distributions and to any restrictions on the payment of dividends or other distributions imposed by the terms of any outstanding preferred stock.

Liquidation Rights. Upon our liquidation, dissolution or winding up, any business combination or a sale or disposition of all or substantially all of our assets, the assets legally available for distribution to our stockholders will be distributable ratably among the holders of our common stock, subject to prior satisfaction of all outstanding debts and other liabilities and the payment of liquidation preferences, if any, on any outstanding preferred stock.

Other Matters. All shares of our common stock that will be outstanding at the time of the consummation of the offering will be fully paid and non-assessable. The common stock will not be subject to further calls or assessments by us. Holders of shares of our common stock do not have preemptive, subscription, redemption or conversion rights. There will be no redemption or sinking fund provisions applicable to the common stock. The rights, powers, preferences and privileges of our common stock will be subject to those of the holders of any shares of our preferred stock or any other series or class of stock we may authorize and issue in the future.

No shares of preferred stock will be issued or outstanding immediately after the offering contemplated by this prospectus. Our amended and restated certificate of incorporation permit our board of directors to establish one or more series of preferred stock (including convertible preferred stock). Unless required by law or any stock exchange, the authorized shares of preferred stock will be available for issuance without further action by our stockholders. Our board of directors is able to determine, with respect to any series of preferred stock, the terms and rights of that series, including, without limitation:

We will be able to issue a series of preferred stock that could, depending on the terms of the series, impede or discourage an acquisition attempt or other transaction that some, or a majority, of the holders of our common stock might believe to be in their best interests or in which the holders of our common stock might receive a premium for their common stock over the market price of the common stock. In addition, the issuance of preferred stock may adversely affect the holders of our common stock by restricting dividends or other distributions on the common stock, diluting the voting power of the common stock or subordinating the liquidation rights of the common stock. The issuance of preferred stock could have the effect of delaying, deferring or preventing a change of control, or other corporate action. As a result of these or other factors, the issuance of preferred stock may have an adverse impact on the market price of our common stock.

Anti-Takeover Effects of Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and Certain Provisions of Delaware Law

The provisions of the DGCL, our amended and restated certificate of incorporation and our amended and restated bylaws, which are summarized below, may have the effect of delaying, deferring or discouraging another person from acquiring control of our company. They are also designed, in part, to encourage persons seeking to acquire control of us to negotiate first with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposal to acquire us because negotiation of these proposals could result in an improvement of their terms.

We are subject to Section 203 of the DGCL, which regulates corporate acquisitions. Section 203 prevents an “interested stockholder,” which is defined generally as a person owning 15% or more of a corporation’s voting stock, or any affiliate or associate of that person, from engaging in a broad range of “business combinations” with the corporation for three years after becoming an interested stockholder unless:

Under Section 203, the restrictions described above also do not apply to specific business combinations proposed by an interested stockholder following the announcement or notification of designated extraordinary transactions involving the corporation and a person who had not been an interested stockholder during the previous three years or who became an interested stockholder with the approval of a majority of the corporation’s directors, if such extraordinary transaction is approved or not opposed by a majority of the directors who were directors prior to any person becoming an interested stockholder during the previous three years or were recommended for election or elected to succeed such directors by a majority of such directors.

Section 203 may make it more difficult for a person who would be an interested stockholder to effect various business combinations with a corporation for a three-year period. Section 203 also may have the effect of preventing changes in our management and could make it more difficult to accomplish transactions which our stockholders may otherwise deem to be in their best interests.

Provisions of our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws

The ability to designate a series of our authorized “blank check” preferred stock will make it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to effect a change in control of our company. These and other provisions may have the effect of deterring hostile takeovers or delaying changes in control or management of our company.

Prior to the time when the Vedanta Group ceases to beneficially own more than 50% of the shares of our outstanding common stock (the “Trigger Date”), a special meeting may be called by an officer of the corporation at the request of our then-controlling stockholders, a resolution adopted by our board of directors or the chairperson of our board of directors. From and after the Trigger Date, our amended and restated bylaws will provide that, a special meeting of stockholders may only be called by a resolution adopted by our board of directors or by the chairperson of our board of directors. Following the Trigger Date, stockholders may not call a special meeting of stockholders, which may delay the ability of our stockholders to force consideration of a proposal or for holders controlling a majority of our common stock to take any action, including the removal of directors. To the extent permitted under applicable law, we may conduct meetings solely by means of remote communications.

Prior to the Trigger Date, our amended and restated certificate of incorporation will permit stockholders to take action by written consent in lieu of an annual or special meeting. Our amended and restated certificate of incorporation provides that, from and after the Trigger Date, our stockholders may not act by written consent, which may lengthen the amount of time required to take stockholder actions. As a result, following the Trigger Date, a holder controlling a majority of our common stock would not be able to amend our amended or restated bylaws or remove directors without holding a meeting of our stockholders called in accordance with our amended and restated bylaws.

Requirements for Advance Notification of Stockholder Proposals and Nominations

Our amended and restated bylaws will establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of the board of directors or a committee of the board of directors.

Under Delaware law, cumulative voting for the election of directors is not permitted unless a corporation’s certificate of incorporation authorizes cumulative voting. Our amended and restated certificate of incorporation and our amended and restated bylaws will not provide for cumulative voting in the election of directors. The absence of cumulative voting makes it more difficult for a minority stockholder to gain a seat on our board of directors to influence our board of directors’ decision regarding a takeover.

Our board of directors will consist of a single class of directors. Our amended and restated certificate of incorporation will provide that our board of directors will initially be subject to year terms. Any director may be removed at any time, with or without cause and subject to the rights granted to one or more series of preferred stock then outstanding, by the holders of at least a majority of the total voting power of our outstanding shares of common stock entitled to vote on the election and removal of directors in the manner permitted by our amended and restated certificate of incorporation.

In addition, our amended and restated certificate of incorporation and our amended and restated bylaws will also provide that, subject to the rights granted to one or more series of preferred stock then outstanding, any newly created directorship on our board of directors that results from an increase in the number of directors may be filled by a majority of the board of directors then in office; provided that a quorum is present, and any vacancy occurring on our board of directors may be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director (and not by the stockholders).

Any amendment of our amended and restated certificate of incorporation relating to authorized capital stock, the management of our business, our board of directors, stockholder action by written consent, calling special meetings of stockholders or the liability of our directors will require approval by holders of at least 66 and 2/3% of the voting power of our then-outstanding shares of common stock, voting together as a single class. Any amendment, alteration, rescission or repeal of our amended and restated bylaws will require approval by holders of a majority of the voting power of our then-outstanding shares of common stock, voting together as a single class.

Our amended and restated bylaws will provide that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, another state or federal court located within the State of Delaware) is the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a duty (including any fiduciary duty) owed by any current or former director, officer, other employee or stockholder to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, our certificate of incorporation or our bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, (iv) any action asserting a claim governed by the internal affairs doctrine of the law of the State of Delaware or (v) other action asserting an internal corporate claim, as defined in Section 115 of the DGCL; provided that the foregoing provision does not apply to claims brought to enforce a duty or liability created by the Securities Act or the Exchange Act or any claim for which the U.S. federal courts have exclusive jurisdiction.

Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all claims brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, our amended and restated certificate of incorporation will provide that the federal district courts of the United States will, to the fullest extent permitted by law, be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all claims brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Accordingly, our amended and restated certificate of incorporation will provide that the exclusive forum provision does not apply to suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.

Any person or entity holding, purchasing or otherwise acquiring any interest in shares of our capital stock are deemed to have notice of and to have consented to these forum selection provisions.

These forum selection provisions may impose additional litigation costs on stockholders in pursuing any such claims, particularly if the stockholders do not reside in or near the state of Delaware and limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder. While Delaware courts have determined that forum selection provisions are facially valid, it is possible that a court of law in another jurisdiction could rule that the forum selection provisions contained in our bylaws are inapplicable or unenforceable if they are challenged in a proceeding or otherwise. If a court were to find the forum selection provision in our bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions.

Our amended and restated certificate of incorporation provides that no director or officer will be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director or officer, except as required by applicable law, as in effect from time to time. Currently, the DGCL requires that liability be imposed for the following:

As a result, neither we nor our stockholders have the right, through stockholders’ derivative suits on our behalf, to recover monetary damages against a director or officer for breach of fiduciary duty as a director or officer, including breaches resulting from grossly negligent behavior, except in the situations described above.

Our amended and restated certificate of incorporation provides that, to the fullest extent permitted by law, we will indemnify any director or officer of our company against all damages, claims and liabilities arising out of the fact that the person is or was our director or officer, or served any other enterprise at our request as a director, officer, employee, agent or fiduciary. We will reimburse the expenses, including attorneys’ fees, incurred by a person indemnified by this provision when we receive an undertaking to repay such amounts if it is ultimately determined that the person is not entitled to be indemnified by us. Amending this provision will not reduce our indemnification obligations relating to actions taken before an amendment.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to us, our directors, our officers or persons who control us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

The transfer agent and registrar for our common stock will be Computershare Trust Company, N.A. The transfer agent’s address is 150 Royall St, Canton MA 02021.

We have applied to list our common stock on the NYSE under the symbol “CUX”.

Prior to this offering, there has been no public market for shares of our common stock. Future sales of shares of our common stock in the public market after this offering, and the availability of shares for future sale, could adversely affect the market prices prevailing from time to time. Furthermore, because only a limited number of shares will be available for sale shortly after this offering due to existing contractual and legal restrictions on resale as described below, there may be sales of substantial amounts of our common stock in the public market after the restrictions lapse. This may adversely affect the prevailing market price and our ability to raise equity capital in the future.

Upon consummation of the offering, we will have outstanding shares of common stock (or shares of common stock if the underwriters exercise their option to purchase additional shares). Of these shares, shares of common stock sold in this offering will be freely tradable in the public market without restriction or further registration under the Securities Act, unless these shares are held by “affiliates,” as that term is defined in Rule 144 under the Securities Act.

The remaining outstanding shares of our common stock will be deemed “restricted securities” as that term is defined under Rule 144. Restricted securities may be sold in the public market only if their offer and sale is registered under the Securities Act or if the offer and sale of those securities qualify for an exemption from registration, including exemptions provided by Rules 144 and 701 under the Securities Act, which are summarized below.

In general, under Rule 144 under the Securities Act, a person (or persons whose shares are aggregated) who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months (including any period of consecutive ownership of preceding non-affiliated holders) would be entitled to sell those shares, subject only to the availability of current public information about us. A non-affiliated person who has beneficially owned restricted securities within the meaning of Rule 144 for at least one year would be entitled to sell those shares without regard to the provisions of Rule 144.

A person (or persons whose shares are aggregated) who is deemed to be an affiliate of ours and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months would be entitled to sell within any three-month period a number of securities that does not exceed the greater of one percent of our common stock then outstanding or the average weekly trading volume of our common stock on NYSE during the four calendar weeks preceding such sale. Such sales are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about us.

In connection with this offering, we intend to file a registration statement on Form S-8 under the Securities Act to register an aggregate of shares of common stock that we expect to reserve for issuance under the 2026 Omnibus Incentive Plan. The registration statement will become effective automatically upon filing with the SEC, and common stock covered by the registration statement will be eligible for resale in the public market immediately after the effective date of the registration statement, subject to the lock-up agreements described below under “—Lock-Up Agreements.”

In connection with this offering, we, our executive officers, our directors and holders of substantially all of our common stock will agree with the underwriters that they will not, subject to certain exceptions, dispose of or hedge any of their common stock or securities convertible into or exchangeable for shares of common stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus. See “Underwriting.”

The following discussion is a summary of the U.S. federal income tax considerations generally applicable to the ownership and disposition of our common stock by a Non-U.S. Holder (as defined below) that acquires our common stock and holds our common stock as a capital asset (generally, property held for investment). The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or non-U.S. tax laws are not discussed. This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated or proposed thereunder, judicial decisions and published rulings and administrative pronouncements of the IRS, in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that affects the tax consequences described herein. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance that the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the ownership and disposition of our common stock.

Moreover, this discussion does not address all aspects of U.S. federal income tax consequences that may be applicable to a Non-U.S. Holder in light of its particular circumstances (including, for example the impact of the Medicare contribution tax on net investment income or alternative minimum tax) or subject to special rules (including, for example, banks and other financial institutions, insurance companies, brokers and dealers in securities or currencies, traders that have elected to mark securities to market, partnerships or other pass-through entities, corporations that accumulate earnings to avoid U.S. federal income tax, tax-exempt organizations, pension plans, persons that hold our shares as part of a straddle, hedge or other integrated investment, certain U.S. expatriates and foreign governments or agencies).

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds our common stock, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding our common stock and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS, AS WELL AS ANY TAX CONSEQUENCES OF THE OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

For purposes of this discussion, a “Non-U.S. Holder” is any beneficial owner of our common stock that is neither a “U.S. person” nor an entity treated as a partnership for U.S. federal income tax purposes. A U.S. person is any person that, for U.S. federal income tax purposes, is or is treated as any of the following:

As described in the section entitled “Dividend Policy,” we do not anticipate declaring or paying dividends to holders of our common stock in the foreseeable future. However, if we do make distributions of cash or property on our common stock, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Amounts of such distribution in excess of our current or accumulated earnings and profits will be treated, first, as a return of capital and be applied against and reduce a Non-U.S. Holder’s adjusted tax basis in its common stock (but not below zero) and, thereafter, as capital gain, which is subject to the tax treatment described below under “—Sale, Exchange or Other Taxable Disposition.” Because we may not know the extent to which a distribution is a dividend for U.S. federal income tax purposes at the time it is made, for purposes of the withholding rules discussed below, we or our paying agent may treat the entire distribution as a dividend.

Subject to the discussions in the immediately following paragraph on effectively connected income and below under “—Foreign Account Tax Compliance Act (‘FATCA’),” dividends paid to a Non-U.S. Holder of our common stock will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends (or such lower rate specified by an applicable income tax treaty, provided the Non-U.S. Holder furnishes a valid IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) certifying qualification for such lower treaty rate). A Non-U.S. Holder that does not timely furnish the required documentation, but that qualifies for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.

If dividends paid to a Non-U.S. Holder are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the United States), the Non-U.S. Holder will be exempt from the U.S. federal withholding tax described above. To claim such exemption, the Non-U.S. Holder must furnish to the applicable withholding agent a valid IRS Form W-8ECI (or other applicable documentation), certifying under penalties of perjury that the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the United States). Any such effectively connected dividends will generally be subject to U.S. federal income tax on a net income basis at the regular graduated rates that apply to U.S. persons. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or a lower rate under an applicable income tax treaty) on its effectively connected earnings and profits, as adjusted for certain items. Non-U.S. Holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.

A Non-U.S. Holder will not be subject to U.S. federal income tax on any gain realized upon the sale, exchange or other taxable disposition of our common stock unless:

Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular graduated rates that apply to U.S. persons. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax as discussed above under “—Distributions.”

Gain described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or a lower rate under an applicable income tax treaty), which may be offset by U.S. source capital losses of the Non-U.S. Holder (even though such individual is not considered a resident of the United States), provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the third bullet point above, we believe we currently are not, and do not anticipate becoming, a USRPHC. Because the determination of whether we are a USRPHC depends, however, on the fair market value of our U.S. real property interests relative to the fair market value of our non-U.S. real property interests and our other business assets, there can be no assurance we currently are not a USRPHC or will not become one in the future. Even if we are or were to become a USRPHC, gain arising from the sale or other taxable disposition by a Non-U.S. Holder of our common stock will not be subject to U.S. federal income tax if our common stock is “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market, and such Non-U.S. Holder owned, actually and constructively, 5% or less of our common stock throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or such Non-U.S. Holder’s holding period.

Non-U.S. Holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.

Withholding taxes may be imposed under Sections 1471 to 1474 of the Code (such Sections commonly referred to as the Foreign Account Tax Compliance Act, or “FATCA”) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends on, or (subject to the proposed Treasury Regulations discussed below) gross proceeds from the sale or other disposition of, our common stock paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States owned foreign entities” (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.

Prospective investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in our common stock.

Citigroup Global Markets Inc. and Cantor Fitzgerald & Co. are acting as joint book-running managers of the offering and as representatives of the underwriters named below. Subject to the terms and conditions stated in the underwriting agreement, which will be filed as an exhibit to the registration statement of which this prospectus is a part, each underwriter named below has severally agreed to purchase, and we have agreed to sell to that underwriter, the number of shares of common stock set forth opposite the underwriter’s name in the following table:

The underwriting agreement provides that the obligations of the underwriters to purchase the shares our common stock included in this offering are subject to approval of legal matters by counsel and to other conditions. The underwriters are obligated to purchase all of the shares of our common stock (other than those covered by the over-allotment option described below) if they purchase any of the shares. The underwriters may provide their services in this offering through or in conjunction with one or more of their respective affiliates.

Shares of our common stock sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares of our common stock sold by the underwriters to securities dealers may be sold at a discount from the initial public offering price not to exceed $ per share. After the initial public offering of the shares of our common stock, if all of the shares of our common stock are not sold at the initial public offering price, the underwriters may change the offering price and the other selling terms. The representatives have advised us that the underwriters do not intend to make sales to discretionary accounts.

If the underwriters sell more shares of our common stock than the total number set forth in the table above, we have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to additional shares of our common stock at the initial public offering price less the underwriting discounts and commissions. The underwriters may exercise the option solely for the purpose of covering over-allotments, if any, in connection with this offering. To the extent the option is exercised, each underwriter must purchase a number of additional shares of our common stock approximately proportionate to that underwriter’s initial purchase commitment set forth in the table above. Any shares of our common stock issued or sold under the option will be issued and sold on the same terms and conditions as the other shares of our common stock that are the subject of this offering.

We, our officers and directors and holders of substantially all of our common stock have agreed that, for a period of 180 days from the date of this prospectus, we and they will not, without the prior written consent of the representatives, dispose of or hedge any shares or any securities convertible into or exchangeable for our common stock. The representatives, in their sole discretion, may release any of the securities subject to these lock-up agreements at any time, which, in the case of officers and directors, shall be with notice.

Prior to this offering, there has been no public market for our common stock. Consequently, the initial public offering price for the shares of our common stock will be determined by negotiations between us and the representatives. Among the factors considered in determining the initial public offering price will be our results of operations, our current financial condition, our future prospects, our markets, the economic conditions in and future prospects for the industry in which we compete, our management, and currently prevailing general conditions in the equity securities markets, including current market valuations of publicly traded companies considered comparable to our company. We cannot assure you, however, that the price at which the shares of our common stock will sell in the public market after this offering will not be lower than the initial public offering price or that an active trading market in the shares of our common stock will develop and continue after this offering.

We have applied to have our common stock listed on the New York Stock Exchange under the symbol “CUX.”

We estimate that our total expenses for this offering will be approximately $ . We have also agreed to reimburse the underwriters for certain of their expenses in an amount up to $ .

The following table shows the underwriting discounts and commissions that we are to pay to the underwriters in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares.

In connection with the offering, the underwriters may purchase and sell shares of our common stock in the open market. Purchases and sales in the open market may include short sales, purchases to cover short positions, which may include purchases pursuant to the underwriters’ over-allotment option, and stabilizing purchases.

Purchases to cover short positions and stabilizing purchases, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the shares. They may also cause the price of the shares of our common stock to be higher than the price that would otherwise exist in the open market in the absence of these transactions. The underwriters may conduct these transactions on the New York Stock Exchange, in the over-the-counter market or otherwise. The underwriters are not required to engage in any of these transactions and, if they do commence any, they may discontinue them at any time.

The underwriters are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. The underwriters and their respective affiliates have in the past performed commercial banking, investment banking and advisory services for us from time to time for which they have received customary fees and reimbursement of expenses and may, from time to time, engage in transactions with and perform services for us in the ordinary course of their business for which they may receive customary fees and reimbursement of expenses. In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (which may include bank loans and/or credit default swaps) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make because of any of those liabilities.

The shares of common stock may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions, and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the common stock must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

In relation to each Member State of the European Economic Area (each a “Relevant State”), no shares of common stock have been offered or will be offered pursuant to this offering to the public in that Relevant State prior to the publication of a prospectus in relation to the shares of our common stock which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the competent authority in that Relevant State, all in accordance with the Prospectus Regulation, except that offers of shares of common stock may be made to the public in that Relevant State at any time under the following exemptions under the Prospectus Regulation:

provided that no such offer of shares of common stock shall require the Company or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.

Each person in a Relevant State who initially acquires any shares of common stock or to whom any offer is made will be deemed to have represented, acknowledged and agreed to and with the Company and the underwriters that it is a qualified investor within the meaning of the Prospectus Regulation.

In the case of any shares of common stock being offered to a financial intermediary as that term is used in Article 5(1) of the Prospectus Regulation, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the shares of our common stock acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer to the public other than their offer or resale in a Relevant State to qualified investors, in circumstances in which the prior consent of the representatives has been obtained to each such proposed offer or resale.

The Company, the underwriters and their respective affiliates will rely upon the truth and accuracy of the foregoing representations, acknowledgments and agreements.

For the purposes of this provision, the expression an “offer to the public” in relation to any shares of common stock in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the offer and any shares of common stock to be offered so as to enable an investor to decide to purchase or subscribe for any shares of common stock, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.

The above selling restriction is in addition to any other selling restrictions set out below.

Each underwriter has represented and agreed that it has not made and will not make an offer of the shares of common stock which are the subject of this Prospectus to the public in the United Kingdom except that it may make an offer:

For the purposes of this provision, the expression an “offer of shares of common stock to the public” in relation to any shares of common stock means the communication in any form and by any means of sufficient information on the terms of the offer and the shares of common stock to be offered so as to enable an investor to decide to buy or subscribe for the shares of common stock and the expression “POATRs” means the Public Offers and Admissions to Trading Regulations 2024.

Neither this prospectus nor any other offering material relating to the shares of our common stock described in this prospectus has been submitted to the clearance procedures of the Autorité des Marchés Financiers or of the competent authority of another member state of the European Economic Area and notified to the Autorité des Marchés Financiers. The shares of our common stock have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France. Neither this prospectus nor any other offering material relating to the shares of our common stock has been or will be:

The shares of our common stock may be resold directly or indirectly, only in compliance with articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code monétaire et financier.

The shares of our common stock have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the “Ordinance”) and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the shares of our common stock has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the shares of our common stock which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

The shares of our common stock have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and, accordingly, will not be offered or sold, directly or indirectly, in Japan, or for the benefit of any Japanese Person or to others for re-offering or resale, directly or indirectly, in Japan or to any Japanese Person, except in compliance with all applicable laws, regulations and ministerial guidelines promulgated by relevant Japanese governmental or regulatory authorities in effect at the relevant time. For the purposes of this paragraph, “Japanese Person” shall mean any person resident in Japan, including any corporation or other entity organized under the laws of Japan.

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the shares of our common stock were not offered or sold or caused to be made the subject of an invitation for subscription or purchase and will not be offered or sold or caused to be made the subject of an invitation for subscription or purchase, and this prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares of our common stock, has not been circulated or distributed, nor will it be circulated or distributed, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act (Chapter 289) of Singapore, as modified or amended from time to time (“SFA”)) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the shares of our common stock are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

The validity of the shares of common stock offered hereby will be passed upon for us by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York. Latham & Watkins LLP, New York, New York, has acted as counsel for the underwriters in connection with certain legal matters related to this offering.

The consolidated financial statements of Konkola Copper Mines Plc and its subsidiaries as of March 31, 2026 and 2025, included in this prospectus and in this registration statement have been so included in reliance on the report of Manohar Chowdhry & Associates (“MCA”), an independent registered public accounting firm, included elsewhere herein and in the registration statement, and upon the authority of said firm as experts in auditing and accounting.

The financial statements of CopperTech Metals Inc., as of March 31, 2026 has been included in this prospectus and in the registration statement in reliance on the report of Manohar Chowdhry and Associates, an independent registered public accounting firm, included elsewhere herein and in the registration statement, and upon the authority of said firm as experts in auditing and accounting.

The technical information appearing in this prospectus concerning our mining operations was derived from the Initial Assessment TRS and the Pre-Feasibility Study TRS, each dated June 2, 2026, prepared by AMC Consultants (UK) Limited, an independent international mining consultancy.

On June 2, 2026, the board of directors of CopperTech Metals Inc. approved the engagement of BDO India Services Private Limited (“BDO India”) as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027 (subject to BDO India’s normal client acceptance procedures), following the completion of the audit services provided by MCA in connection with the audits of the consolidated financial statements of Konkola Copper Mines Plc for the fiscal years ended March 31, 2025 and March 31, 2026, and the financial statements of CopperTech for the fiscal years ended March 31, 2025 and March 31, 2026.

MCA’s audit reports on the consolidated financial statements of Konkola Copper Mines Plc for the fiscal years ended March 31, 2025 and March 31, 2026, and on the financial statements of the Company for the fiscal years ended March 31, 2025 and March 31, 2026, did not contain any adverse opinion or disclaimer of opinion nor were they qualified or modified as to uncertainty, audit scope or accounting principles, except for the explanatory paragraphs relating to the restatement of Konkola Copper Mines Plc’s financial statements for the fiscal year ended March 31, 2025.

During the two most recent fiscal years audited by MCA, there were (i) no disagreements between Konkola Copper Mines Plc, CopperTech and MCA on any matter of accounting principles, practices, financial statement disclosures, or auditing scope or procedures, which, if unresolved, would have been referenced in their audit reports, as required under Item 304(a)(1)(iv) of Regulation S-K and (ii) no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

The Company has provided MCA with a copy of the foregoing disclosures and requested that MCA furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein. A copy of MCA’s letter, dated June 2, 2026, is filed as Exhibit 16.1 to this registration statement.

During the fiscal years ended March 31, 2025 and March 31, 2026, and through the date of the engagement of BDO India, neither the Company nor anyone acting on its behalf consulted BDO India regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that BDO India concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K, or a reportable event, as described in Item 304(a)(1)(v) of Regulation S-K.

We have filed with the SEC a registration statement on Form S-1, of which this prospectus is a part, with respect to the shares of common stock offered hereby. This prospectus does not contain all of the information included in the registration statement and the exhibits thereto. References in this prospectus to any of our contracts or other documents are not necessarily complete, and each such reference is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement. For additional information about us and the shares of common stock offered hereby, you should refer to the registration statement and the exhibits thereto, which are available on the internet website maintained by the SEC at www.sec.gov.

Upon completion of this offering, we will become subject to the reporting and information requirements of the Exchange Act and, in accordance with the Exchange Act, we will file periodic and current reports, proxy statements and other information with the SEC. We expect to make these reports and other information filed with or furnished to the SEC available, free of charge, through our website at https://coppertechmetals.com as soon as reasonably practicable after the reports and other information are filed with or furnished to the SEC. Additionally, the SEC maintains an internet website that contains such reports and other information filed electronically with the SEC at www.sec.gov.

The information contained on, or that can be accessed through, the websites referenced in this prospectus is not part of, and is not incorporated into, this prospectus, and you should not rely on any such information in making an investment decision to purchase shares of our shares of common stock. We have included the website addresses referenced in this prospectus only as inactive textual references and do not intend them to be active links to such website addresses.

We have audited the accompanying balance sheets of CopperTech Metals Inc., (the "Company") as of March 31, 2026 and 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as at March 31, 2026 and 2025, in conformity with accounting principles generally accepted in the United States of America.

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statement and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

The accompanying Notes to Financial Statements are an integral part of these financial statements

CopperTech Metals Inc. (the “Company”) was incorporated under the laws of the State of Delaware on January 30, 2025. Pursuant to a reorganization into a holding company structure, the Company will be a holding company with its principal asset being a controlling ownership interest in Vedanta Resources Jersey Limited and its subsidiaries, involved in the sale of major products related to finished copper and copper-cobalt alloys.

The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles. Through March 31, 2026, the Company had not earned any revenue and had not incurred any expenses; therefore, the statements of operations, stockholder’s equity and cash flows have been omitted. There have been no other transactions involving the Company as of March 31, 2026.

As of March 31, 2026 and 2025, the Company was authorized to issue 2,500 shares of common stock, no par value per share, and had issued 100 shares of common stock to Vedanta Resources Holdings Limited.

The Company has evaluated subsequent events through June 02, 2026, which is the date its financial statements were available to be issued.

We have audited the accompanying consolidated balance sheets of Konkola Copper Mines PLC and its subsidiaries (the "Company") as of March 31, 2026 and 2025, the related consolidated statements of operations, Comprehensive Income, changes in shareholders equity and cash flows, for each of the two years in the period ended March 31, 2026, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at March 31, 2026 and 2025, and the consolidated results of its operations and its cash flows for each of the two years in the period ended March 31, 2026, in conformity with accounting principles generally accepted in the United States of America.

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

The Critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements

In accordance with Article of Association, deferred shares have no voting rights or rights to dividends, but are entitled on a winding up to a return of 99 US cents per share once all of the common shares have received a distribution equal to their par value and any share premium created on their issue and which remains distributable to them.

The special share can only be held by the Ministry of Finance on behalf of the Government of the Republic of Zambia. The special shareholder is entitled to certain rights including a requirement to obtain its written consent before any material change is undertaken in the nature of the Company’s business and effecting of the voluntary winding up of the Company. In the event of a winding up of the Company, the special shareholder is entitled to repayment of the capital paid on the special share; such repayment is to be made before the repayment of capital to any other member. The Special share confers no other right to participate in the capital distribution or profits of the Company.

Konkola Copper Mines PLC and its subsidiaries (collectively, “the Company”, “KCM”, “we” or “us”) is a limited company incorporated and domiciled in Zambia. The addresses of the Company’s registered office and principal place of business are at Private Bag KCM (C) 2000, Stand M 1408, Fern Avenue, Chingola, Zambia. The Company’s major products for sale are finished copper and copper-cobalt alloys. The Company is one of Zambia’s largest integrated copper producers, with operations located in four of the country’s mining towns on the Copperbelt and Central Provinces. The Copperbelt, is host to the Konkola Mine, the Nchanga Mine, Nchanga Smelter, Tail Leach Plant and Nkana Refinery. Nampundwe Pyrite Mine is in the Shibuyunji District of Central Province.

The principal activity of the Company and its wholly owned subsidiary KCM (Smelter Co) Limited is the mining, production and marketing of copper and cobalt. The Company also wholly owns Konkola Mineral Resources Limited (“KMRL”) which is dormant with a carrying value of nil.

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP). All amounts are presented in US Dollars (in thousands).

These consolidated financial statements cover the consolidated balance sheet as of March 31, 2026, and March 31, 2025, the consolidated statement of operations, comprehensive income, changes in shareholders’ equity and cashflows for the years ended March 31, 2026 and March 31, 2025 and include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated.

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, SmelterCo and KMRL. All significant intercompany accounts and transactions have been eliminated in consolidation.

The preparation of the Company’s financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. The significant areas requiring the use of management estimates include inventory valuation and determination of net realizable value, determination of estimated mineral reserves and life of mine, asset lives for depreciation, depletion and amortization; asset retirement obligations, valuation allowances for deferred taxes; reserves for contingencies and litigation; asset impairment, including estimates used to derive future cash flows associated with those assets; pension benefits; and valuation of financial instruments. Actual results could differ from those estimates.

The Company assesses and determines its ability to continue as a going concern in accordance with the provisions of ASC Subtopic 205-40, “Presentation of Financial Statements—Going Concern”, which requires the Company to evaluate whether there are conditions or events that raise substantial doubt about its ability to continue as a going concern.

In May 2019, ZCCM Investments Holdings Plc (“ZCCM-IH”) obtained an ex parte order from the High Court of Zambia appointing a provisional liquidator for the company. Legal proceedings were suspended in January 2023 to pursue an amicable settlement.

On November 6, 2023, a new shareholder agreement and Implementation Agreement were signed executed between Vedanta Resources Holdings Limited’s (“VRHL”) and ZCCM-IH, outlining terms for VRHL re-entry and investment. Ancillary agreements were finalized to launch a Creditor Scheme of Arrangement, which was sanctioned by the High Court on June 28, 2024. The provisional liquidator was removed, and KCM’s Board was reinstated on July 31, 2024. Vedanta Resources Ltd. (VRL) regained control of KCM effective that date.

The Company’s consolidated financial statements have been prepared on a going concern basis, which assumes the Company will be able to continue as a going concern and contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company incurred operating losses of USD 46.86 Mn during the year ended March 31, 2026. The Company had deficit cashflows from operating activities of USD 66.30 Mn for the year ended March 31, 2026. The Company’s cash and cash equivalents are USD 154.13 Mn as of March 31, 2026. The Company will require additional liquidity to continue its operations over the next 12 months from the date of issue of these financial statements.

Accordingly, substantial doubt about the Company’s ability to continue as a going concern exists. Management has evaluated these conditions and concluded that its plans, as detailed below, are expected to alleviate substantial doubt about the Company’s ability to continue as a going concern.

As part of the re-entry conditions, VRL committed to the following investments (structured as shareholder loans):

The Company’s ability to continue as going concern is dependent upon loan facilities guaranteed by its VRL. In this regard, the Company has received a financial support letter dated June 01, 2026 from VRL. The Ultimate Parent Company has confirmed that it will provide necessary financial support for a minimum period of 12 months.

The Company estimates that its current cash and cash equivalents balance with working capital support from VRL is sufficient to support operations for a minimum period of 12 months following the date these consolidated financial statements were issued.

A material part of the Company’s business is dependent upon a relatively small number of customers, the loss of any one of whom may have a materially adverse effect on the Company’s operating results.

The functional currency for the Company is the US dollar. Monetary assets and liabilities denominated in the local currency are translated at current exchange rates, and non-monetary assets and liabilities are translated at historical exchange rates. Gains and losses resulting from the translation of such account balances and from foreign currency transactions are shown separately in Statement of operations. Certain expenses are incurred in local currency Kwacha (ZMW) exposes us to certain exchange rate fluctuation between ZMW and USD.

Cash and cash equivalents is defined by the Company as cash on deposit with banks, including time deposits and other highly liquid investments with maturities of three months or less when purchased, excluding amounts restricted by certain contractual or other obligations.

Inventory is valued at the lower of cost or net realizable value, which is defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.

The Company principally produces copper and, in the production process, obtains several by-products, including Cobalt, Anode slimes, sulfuric acid and other metals.

Stores, spares and consumables represent maintenance materials, replacement parts, and other indirect consumables held for use in mining operations. Stores and spares are valued at weighted-average cost. The Company regularly reviews stores and spares for slow-moving and obsolete items and records an obsolescence reserve against carrying values where the recoverable amount is estimated to be below cost. Items identified as no longer usable are written off in the period in which the determination is made.

Ore & tailing material at stockpile represent ore that has been extracted from the mine and is available for further processing. Stockpile tonnages are estimated by surveying the number of tones added and removed, applying assay data for mineral content, and using estimated metallurgical recovery rates. Stockpile ore tonnages are verified by periodic physical surveys.

Metal inventories, consisting of work-in-process and finished goods, are carried at the lower of weighted average cost or net realizable value (NRV). The costs of work-in-process and finished goods inventories primarily include power, labor, fuel, operating and repair materials, depreciation& amortization and other necessary costs related to the extraction and processing of ore. These processes include mining, milling, concentrating, smelting, refining and leaching.

Work-in-process inventories represent materials that are in the process of being converted into a saleable product. Conversion processes vary depending on the nature of the copper ore and the specific mining operation.

Finished goods include saleable products (e.g. copper anodes, copper cathodes, and other metallurgical products).

Property, plant and equipment is recorded at acquisition cost, net of accumulated depreciation and impairment, if any. Cost includes major expenditures for improvements and replacements, which extend useful lives or increase capacity. Maintenance, repairs, normal development costs at existing mines, and gains or losses on assets retired or sold are reflected in earnings as incurred. Additionally, interest expense allocable to the cost of constructing new facilities is capitalized until assets are ready for their intended use.

Property, plant and equipment are depreciated on the straight-line method over their estimated useful lives, which range from 1 to 50 years, except for Mine Developments. Refer Mine Development policy below.

Mine development costs include costs incurred resulting from mine pre-production activities undertaken to gain access to proven and probable mineral reserves, and to develop and prepare underground mining areas for production including the development of declines, shafts, levels, drives, crosscuts and raises. Mine development costs also includes directly attributable costs such as contractor mining services, drilling and blasting, labour, consumables and ground support.

Mineral exploration costs, as well as drilling and other costs incurred for the purpose of converting mineral resources to proven and probable mineral reserves or identifying new mineral resources at development or production stage properties, are charged to expense as incurred. Mine development costs are capitalized beginning after proven and probable mineral reserves have been established and are capitalized as incurred until the commencement of production. During the production stage, mineral exploration costs, as well as drilling and other costs incurred to maintain production are included in production costs in the period in which they are incurred. Additionally, interest expense allocable to the cost of developing mines is capitalized until assets are ready for their intended use.

Mine development costs are carried at cost and amortized on a units-of-production method based on the estimated recoverable volume.

Stripping costs (i.e., the costs of removing overburden and waste material to access mineral deposits) incurred during the production phase of an open-pit mine are considered variable production costs and are included as a component of inventory produced during the period in which stripping costs are incurred. Major development expenditures, including stripping costs to prepare unique and identifiable areas outside the current mining area for future production that are considered to be pre-production mine development, are capitalized and amortized using the units-of-production method based on estimated recoverable proven and probable mineral reserves for the ore body benefited. However, where a second or subsequent pit or major expansion is considered to be a continuation of existing mining activities, stripping costs are accounted for as a current production cost and a component of the associated inventory.

The Company tests long-lived assets for impairment whenever indicators of impairment exist. In addition, the Company evaluates the useful lives of property, plant and equipment and mine development annually based on updated reserve and resource estimates, engineering-study results and operating plans. Changes in the remaining useful life of an asset are applied prospectively and are reflected in depreciation expense in future periods.

The Company periodically re-evaluates estimates of its mineral reserves, which represent the Company’s estimate as to the amount of unmined copper remaining in its existing mine locations that can be produced and sold at a profit. Such estimates are based on engineering evaluations derived from samples of drill holes and other openings, combined with assumptions about copper market prices and production costs at each of the respective mines. The estimates are prepared by, or under the supervision of, suitably qualified Competent Persons in accordance with an internationally recognized reporting code, and are subject to internal technical review. Once the Company determines through feasibility studies that proven and probable reserves exist and that drilling and other associated costs embody a probable future benefit that involves a capacity, singly or in combination with other assets, to contribute directly or indirectly to future net cash inflow, then the costs are classified as mine development costs.

Our mining and exploration activities are subject to various laws and regulations governing the protection of the environment. Accounting for reclamation and remediation obligations requires management to make estimates unique to each mining operation of the future costs we will incur to complete the reclamation and remediation work required to comply with existing laws and regulations. These estimates are based in part on our inflation and credit rate assumptions. Actual costs incurred in future periods could differ from amounts estimated. Additionally, future changes to environmental laws and regulations changes in the timing or amount could change the extent of reclamation and remediation work required to be performed by us. Any such increases in future costs could materially impact the amounts charged to operations for reclamation and remediation.

The fair value of a liability for asset retirement obligations is recognized in the period in which the liability is incurred. The liability is measured at fair value and is adjusted to its present value in subsequent periods as accretion expense is recorded. The corresponding asset retirement costs are capitalized as part of the carrying value of the related long-lived assets and depreciated over the asset’s useful life.

Asset retirement obligations are further discussed in note 11 “Asset Retirement Obligation” to the consolidated financial statements included herein.

Accounts receivable are customer obligations due under normal trade terms, generally requiring payment within 0 to 90 days from the invoice date. Receivables are stated at the amounts billed and due from customers, less an allowance for credit losses that represents management’s estimate of lifetime expected credit losses over the remaining contractual life of the receivables under ASC 326. No collateral or other security is required to support receivables, and none of the Company’s contracts has a significant financing component.

The allowance is estimated using the Current Expected Credit Losses (CECL) model, which incorporates:

A weighted reversion method is applied over a 12-month period to transition from forecasted loss rates to long-term historical loss experience. The allowance is evaluated and updated annually through the provision for credit losses.

The Company accounts for a contract with a customer when there is a legally enforceable contract between the Company and the customer, the rights of the parties are identified, the contract has commercial substance, and collectability of the contract consideration is probable. The Company recognizes revenue in accordance with the five-step model prescribed under ASC 606, “Revenue from Contracts with Customers”. The Company’s revenues are measured based on consideration specified in the contract with each customer. Disclosures regarding disaggregation of revenues and contract balances are disclosed within note 17 “Segment and related information”.

The company primarily operates in the business of selling copper, mainly in the form of cathodes, anodes & cobalt. In addition to above, it also sells other metals such as gold, silver, and lead. The Company recognizes revenue when it transfers control of a product to the customer. Control usually transfers based on the contractual delivery terms, based on the INCOTERMS as commercially agreed upon with the buyer and the buyer has gained control through their ability to direct the use of and obtain substantially all the benefits from the asset. The company places a strong emphasis on maintaining long-term relationships with certain key customers. However, it is not solely dependent on these customers and continues to pursue opportunities to attract new business.

The majority of the Company’s sales allow for price adjustments based on the London Metal Exchange (LME) price at the end of the relevant Quotational Period (QP) stipulated in the contract. These are referred to as provisional pricing arrangements and are such that the selling price for the goods is based on prevailing forward prices on a specified future period after shipment to the customer.

Payment terms for sales vary depending on the specific contract but are typically based on provisional pricing arrangements. Generally, 90–100% of the invoice amount is collected before or at the time of shipment. A final price adjustment is made upon settlement with the customer, typically within one to three month from the shipment date, based on the quoted monthly average copper settlement prices on the London Metal Exchange (LME).

Additionally, the product net sales are presented net of discounts, rebates, custom duties, treatment, freight and handling charges.

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.

Refer note 17, “Segment Reporting,” for additional information on the Company’s reportable segments.

Our cost of sales primarily includes expenses directly associated with mining, processing, and refining operations. These comprise in-house and contracted mining services, labor and employee-related costs, consumables and spare parts, production overheads, and freight costs incurred in transporting copper concentrate and finished copper cathodes to customers. The cost of revenue also includes costs related to the reprocessing or rehandling of ore and materials, as well as refurbishment or repackaging costs, if applicable, for copper products returned or regraded for resale.

The Company has recognized the obligation for unpaid salaries, director fees, retirement benefits and long service leave entitlements as employee benefits. Employee benefit obligations are classified as either current or non-current liabilities in the accompanying consolidated balance sheets based on the timing of expected settlement. Termination benefits are recognized immediately as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

The Company’s contributions to defined contribution plans are recognized as employee compensation expense when the contributions are due, unless they can be capitalized as an asset. The Company has no further obligation under defined contribution plans beyond the contributions made under these plans. Contributions are recorded in the year in which they accrue and are included in the Consolidated Statements of Operations.

The Company records amounts relating to its defined benefit plans based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, assumed rates of return, compensation increases and turnover rates. Actuarial gains and losses are recognized in income (expense), net in the period in which they occur. Current service costs are recorded in the period to which they relate. Prior service costs and credits resulting from changes in plan benefits are generally recognized in other comprehensive income and amortized in income (expense) over the average remaining service period of the employees expected to receive benefits. The Company reviews and adjusts its assumptions annually based on current rates and trends.

The Company recognizes its liabilities for compensated absences dependent on whether the obligation is attributable to employee services already rendered, relates to rights that vest or accumulate and payment is probable and estimable

The Company accounts for income taxes in accordance with the provisions of ASC 740 – Income Taxes. This includes both current taxes payable or refundable and Deferred income taxes and liabilities arising from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements.

The current tax expense or benefit is determined based on the taxes payable or refundable for the current year, calculated using enacted tax rates in the jurisdiction where the Company operates.

Deferred income taxes and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the Deferred income taxes and liabilities are expected to be realized and settled as prescribed in ASC 740 “Income taxes.” As changes in tax laws or rates are enacted, Deferred income taxes and liabilities are adjusted through the provision for income taxes. Deferred income taxes are reduced by any benefits that, in the opinion of management, are more likely not to be realized. (Refer note 16)

The Company recognizes uncertain income tax positions at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Changes in recognition or measurement are reflected in the period in which judgment occurs. The Company’s policy is to recognize interest and penalties related to the underpayment of income taxes as a component of the provision for income taxes.

The Company’s Deferred income taxes include certain future tax benefits. The Company reviews the likelihood that it will realize the benefit of its Deferred income taxes on a yearly basis or if events indicate that a review is required. In determining the requirement for a valuation allowance, the historical and projected financial results of the legal entity or consolidated group recording the net deferred tax asset is considered, along with all other available positive and negative evidence.

The Company assesses the realizability of Deferred income taxes (DTA) by considering both historical performance and future expectations of taxable income. While historical data, such as recent pretax losses, is taken into account, the primary focus is on projections of future taxable income, business plans, and other forward-looking factors. These projections help determine whether it is more likely than not that the Deferred income taxes will be realized.

Beginning on the Petition Date i.e. May 21, 2019, the Company applied Financial Accounting Standards Board Codification Topic 852, Reorganizations (“ASC 852”) in preparing the consolidated financial statements. ASC 852 requires the financial statements, for the periods subsequent to the Petition Date cases and up to and including the period of emergence from Chapter 11 (the “Effective Date”), to distinguish transactions and events that were directly associated with the reorganization from the ongoing operations of the business.

Accordingly, gains on discounting of the liabilities under the scheme of arrangement were recorded as Reorganization items, net in the Consolidated Statements of Operations. In addition, prepetition obligations that were impacted by the Chapter 11 process were classified on the Consolidated Balance Sheets as of March 31, 2024 as liabilities subject to compromise. These liabilities were reported at the amounts in line with the Bankruptcy Court order, which may be settled for lesser amounts. Refer note 23.

Liabilities for loss contingencies arising from claims, assessments, litigations, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. Information regarding our contingencies is incorporated by reference in note 22, “Contingencies”.

The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described as follows:

The Company calculates basic (loss) earnings per common share by dividing net (loss) income attributable to common shareholders by the weighted-average number of common shares outstanding during the year. Since the Company has and no potentially dilutive securities outstanding, diluted (loss) earnings per common share is the same as basic (loss) earnings per common share.

In preparing these financial statements, management has evaluated, for potential recognition or disclosure, significant events or transactions that occurred during the period subsequent to the most recent balance sheet presented herein, through the date these financial statements were issued. US GAAP requires assessment from the financial statement date through the date of issuance.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, under the ASU, public business entities must annually “(1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate).” The ASU’s amendments are effective for public business entities for annual periods beginning after December 15, 2024, whereas for non-public (i.e. private) business entities for annual periods beginning after December 15, 2025. Early adoption is permitted. The Company adopted ASU 2023-09, effective January 1, 2025, on a retrospective basis and the adoption of this standard impacted certain income tax disclosures.

In November 2024, ASU 2024-03 was issued, requiring additional disclosures in the notes to the financial statements on the nature of certain expense captions presented on the face of the Consolidated Statement of Operations. The new guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impacts of the guidance on its Consolidated Financial Statements.

In November 2024, ASU 2024-04 was issued, which enhances guidance in ASC Topic 470, “Debt,” to improve consistency and relevance in accounting for induced conversions of convertible debt instruments. Specifically, ASU 2024-04 clarifies criteria for when settlements should be treated as induced conversions, requiring that inducement offers preserve the form and amount of consideration issuable under original conversion terms. ASU 2024-04 is effective for the Company’s fiscal years and interim periods within those fiscal years beginning after December 15, 2025, with early adoption permitted, and may be applied prospectively or retrospectively. The Company is currently evaluating the impacts of the rules on its consolidated financial statements.

Financial instruments: credit losses measurement for accounts receivable and contract assets

In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This provides amendments to the guidance on the measurement of credit losses for accounts receivable and contract assets. The amendments are effective for all entities for annual reporting periods beginning after December 15, 2025, and for interim reporting periods within those annual reporting periods. Early adoption of the ASU is permitted. The Group is currently in the process of evaluating the impact that adoption of this standard will have on its consolidated financial statements.

In December 2025, ASU 2025-12 was issued, which provide guidance to clarify, correct errors in or make other minor improvements to a broad range of topics in the Accounting Standards Codification (ASC) that is intended to make it easier to understand and apply, including ASC 260, Earnings Per Share, ASC 325, Investments – Other, and ASC 958, Not-for-Profit Entities.. The new guidance is effective for annual reporting periods beginning after December 15, 2026 and interim periods within those annual periods. The Company is currently evaluating the impacts of the guidance on its Consolidated Financial Statements.

The following table provides a reconciliation of total cash and cash equivalents presented in the consolidated statements of cash flows:

The roll-forward of the allowance for credit losses on trade receivables is as follows:

The allowance at March 31, 2026 reflects approx. USD 0.22 Mn release from the amount at March 31, 2025, primarily driven by changes in customer payment behavior and portfolio composition.

In estimating the allowance at March 31, 2026, the Company used a loss forecast model incorporating multiple macroeconomic scenarios, weighted based on recent economic events, leading indicators, and views of internal and third-party economists. The key macroeconomic variables in the forecast were:

This model produces credit loss factors by applying probability of default and loss-given-default assumptions to estimated exposure at default for each scenario. Scenario-specific loss factors are aggregated using probability weights. Management applied qualitative overlays to reflect uncertainties related to borrower behavior, consumer price inflation, fiscal and monetary policy responses, model imprecision, and concentration risk.

The Company values inventories at the lower of cost or net realizable value. For the years ended March 31, 2026 and 2025, inventories amounting to USD 17.56 Mn and USD 120.00 Mn, respectively, were valued at net realizable value.

Inventories are stated net of allowances for obsolete and slow-moving items, which amounted to USD 41.92 Mn and USD 37.25 Mn as of March 31, 2026 and March 31, 2025, respectively. The resulting impact of the aforesaid allowances for obsolete and slow-moving items is amounting to USD 4.67 Mn and USD 0.50 Mn in the statement of operations during the year ended March 31, 2026 and March 31, 2025, respectively

VAT receivable represents net VAT paid on purchases that the Company is entitled to recover from the tax authorities. Prepayments are recognized as assets when paid and amortized over the period of benefit. Prepaid expenses and other receivables represents prepaid expenses and a receivable for the exploitation of surface mining rights as per the court order.

Depreciation expense was approximately USD 91.29 Mn and USD 91.38 Mn for the years ended March 31, 2026 and 2025, respectively.

There are land disputes in various courts and tribunals, arising from historical encroachments and cadastral irregularities over Company’s mining rights. Management is actively pursuing resolution through the relevant legal forums, and the overall legal outlook remains favourable. The Company is additionally exploring arbitration as a supplementary avenue to assert its rights.

Construction in progress represents various infrastructure and operational projects related to the Company’s buildings and facilities, including mine development, water recycling systems, civil works, and equipment installations. There was interest capitalized of USD 1 Mn and USD Nil on these projects for years ended March 31, 2026 and 2025, respectively .Management estimates the cost to complete these projects was approximately USD 426.05 Mn as of March 31, 2026.

Purchase commitments for future property and equipment acquisitions amounted to approximately USD 237.75 Mn at March 31, 2026.

The VAT receivable is classified as non current due to expected delays in recovery, with management assessing recovery as probable based on its interactions with the Zambia Revenue Authority. No expected credit loss is recorded, as the amount is considered recoverable from the government authority. EPF contribution is refundable based on an annual reassessment of environmental liabilities, and due to the timing of the expected refund, they are classified as noncurrent. Other receivables represents a receivable for the exploitation of surface mining rights as per the court order.

Wages, interest, utilities, taxes, and other operational costs that have been incurred but not yet invoiced or paid as of the reporting date form part of accrued expenses.

Note - The above mentioned debts have become interest free debts in reference to the Court Order dated June 28, 2024 sanctioning the Scheme of Arrangement by the High Court of Zambia, all such borrowings have been restructured as interest-free loans effective August 1, 2024. Accordingly, no interest has been accrued on these borrowings subsequent to that date. The present value discount on these borrowings has been determined in accordance with ASC 852 – Reorganizations, reflecting the fair value of the liabilities as restructured under the Scheme.

Aggregate maturities of the outstanding borrowings as of March 31, 2026, are as follows:

The following table summarizes the asset retirement obligation activity for the years ended March 31, 2026 and March 31, 2025. Also, refer note 22 for descriptions & other details of asset retirement obligation.

Non-current liabilities are comprised of liabilities which were restructured as part of the Scheme of Arrangement under ASC 852. At the time of restructuring, these liabilities were measured at net present value of expected future cash flows to settle the liabilities under the new terms.

Operating expenses majorly include mining, processing, refining, and freight costs, employee benefits, electricity and site restoration expenses.

Defined contribution plans include contributions made towards the National Pension Scheme Authority (NAPSA), the National Health Insurance Management Authority (NHIMA), and the KCM Pension Scheme. During the years ended March 31, 2026 and March 31, 2025, the Company contributed USD 5.31 Mn and USD 13.06 Mn, respectively, towards these defined contribution plans. Of these contributions, USD 4.15 Mn and USD 3.28 Mn were recognized in the statements of operations within cost of sales, and USD 1.16 Mn and USD 9.78 Mn were recognized within general and administration expenses for the years ended March 31, 2026 and March 31, 2025, respectively.

The Company has non-contributory post retirement, repatriation and medical benefit plans for certain employees as well as holiday leave benefits provided to unionized employees. The applicable plan design determines the manner in which benefits are calculated for any particular group of employees. Benefits are calculated based on one month’s basic pay for each year of service. The plans are accounted for using the projected unit credit method.

The components of net periodic benefit costs calculated in accordance with ASC 715 “Compensation retirement benefits,” using March 31 as a measurement date, consist of the following:

The following table shows the status of the obligation reconciled with the amount recognized in the Company’s consolidated statements of financial position and statement of operations as of and for the year ended :

The charge for the year is included in cost of sales and general and administration expenses in the consolidated statement of operations, except for past service cost.

The following table summarizes the changes in accumulated other comprehensive income for the years ended March 31, related to the defined benefit obligation, net of tax:

Components of accumulated other comprehensive income (loss) (AOCI) are presented net of tax. The following table presents the changes in defined benefit obligations recognized in other comprehensive (loss) income:

The scheduled maturities of the benefits expected to be paid in each of the next five years, and thereafter, are as follows:

Among the key assumptions used to estimate the pension benefit obligation is discount rate, which is applied to calculate the present value of expected future benefit payments for service to date. The discount rate is determined based on government bond yields with tenors that align with the expected duration of the pension liabilities. Because the Company does not maintain invested assets in plan assets to support its employees’ defined benefits or to generate the assumed investment return, changes in the discount rate have a direct impact on the present value of the liabilities.

The method used to value the liabilities is the Projected Unit Credit method. This method sees each period of service as giving rise to an additional unit of benefit entitlement and measures each unit separately to build up the final obligation. Liabilities are split into an accrued (past service) component and a current service cost component where service is based on employment with the Company. The underlying principle is that the total liability should be recognized over the employment period of an individual employee. The accrued liability of the Retirement Benefits has been determined as the present value of expected future retirement benefits as at normal retirement age, based on service at the valuation date.

(Loss) Income before income taxes, by tax jurisdiction for the years presented below consisted of the following:

Reconciliation of the statutory income tax rate to the effective tax rate for the years ended March 31, 2026 and 2025, was retrospectively changed with the adoption of Accounting Standards Update 2023-09 and is presented below in both percentage points and dollar amounts:

For the year ended March 31, 2026, the Company’s effective income tax rate was 17.02% (March 31, 2025: -2.15%) compared to the Zambia Revenue Authority income tax rate of 30%. The decrease was primarily due to non-deductible items.

The effective tax rate for the year ended March 31, 2025 is lower than the statutory rate primarily due to reorganization gain which was offset by valuation allowance and non deductible items.

Significant components of our Deferred tax assets and liabilities are as follows:

* A 30% cap on deductible interest on revenue and capital borrowings under Section 29 of the Income Tax Act of Zambia has been applied in determining taxable business income for the period ended March 31, 2026.

** Capital allowances on mining equipment and related capital expenditures for the periods ended March 31, 2026 and March 31, 2025 have been claimed at a rate of 20%, when the assets are first put into use, in accordance with the Fifth Schedule of the Income Tax Act of Zambia.

In assessing the realizability of Deferred tax assets, the Company analyzes the likelihood that the tax benefit of some or all Deferred tax assets will not be realized. This analysis considers historical taxable income, projected reversal of deferred tax liabilities, projected taxable income, and tax planning strategies. Based upon this analysis, it is more likely than not that the tax benefit from all Deferred tax, net of valuation allowance, will be realized.

The Company has evaluated its tax positions for the periods ended March 31, 2026 and March 31, 2025 and determined that there were no uncertain tax positions requiring recognition in the Consolidated Financial Statements. The tax year 2025-26 remain open to examination by the taxing authorities.

As of March 31, 2026 and March 31, 2025, the Company had net operating loss carry forwards for income tax purposes which are available to be carried forward for set off against future profits (subject to a maximum of 50% of income made during the charge year) from the same source for ten years from the year they were first incurred. These losses arose from the following financial years:

The Company operates as a single reportable segment, which is consistent with the internal reporting provided to the Chief Operating Decision Maker (CODM), who is responsible for allocating resources and assessing performance. The CODM reviews financial information including significant segment expense, capital expenditure and non-gaap measure as per the management presentation.

The Company’s acting Chief Executive Officer (erstwhile “Chief Operating Officer”) and Chief Financial Officer are identified as its Chief Operating Decision Maker (CODM) under business segment reporting guidance. The CODM uses Adjusted EBITDA and EBITDA as the primary measures of segment performance. The CODM does not review segment assets and segment expenses at any different category level then what is presented in Consolidated Balance Sheets, Consolidated Statement of Operations and Consolidated Statements of Comprehensive Income.

Substantially all of the Company’s long-lived assets and operating segment assets are located in Zambia. The Company’s mining operations and related infrastructure are principally based in Zambia, and management evaluates the geographic concentration of assets based on the location of the underlying operations. Accordingly, no additional geographic disclosure of segment assets is considered necessary as substantially all segment assets are concentrated in a single geographic area.

The Company has disclosed EBITDA, Adjusted EBITDA along with reconciliation to consolidated net (loss) income and entity-wide information, including revenue by product and geographic area in the below sections.

The following table summarizes the computation of EBITDA and Adjusted EBITDA for the year ended March 31, 2026 and March 31, 2025 and also the reconciliation of the reported measure of EBITDA and Adjusted EBITDA to net (loss) income for the year ended March 31, 2026 and March 31, 2025:

The following table presents information regarding the sales value of the Company’s significant products for the years ended March 31, 2026 and March 31, 2025:

The following table presents information regarding the sales value by reporting segment of the Company’s significant customers for the years ended March 31, 2026 and March 31, 2025:

The following table presents information regarding the sales value by reporting segment of the Company’s significant customer locations for the years ended March 31, 2026 and March 31, 2025:

ASC 820 “Fair value measurement and disclosures -Overall” establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under Subtopic 820-10 are described below:

Level 1 -Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 -Inputs that are observable, either directly or indirectly, but do not qualify as Level 1 inputs. (i.e., quoted prices for similar assets or liabilities).

Level 3 -Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

The carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to their short maturities. Consequently, such financial instruments are not included in the following table that provides information about the carrying amounts and estimated fair values of other financial instruments that are not measured at fair value in the consolidated balance sheet as of March 31, 2026 and March 31, 2025:

The following are the details set forth the Company’s assets and liabilities measured at fair value on a recurring (at least annually) and non recurring basis by level within the fair value hierarchy. As required by accounting guidance, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

(1) Long-term debt, including the current portion is carried at amortized cost and its estimated fair values have been determined by discounting the future cash flows using current interest rates at which similar loans with the same maturities would be made to borrowers with similar credit ratings and is classified as Level 2

(2) Long-term debt is carried at amortized cost and its estimated fair values have been determined by discounting the future cash flows using the existing risk free interest rate of US 10 years treasury bonds & Zambia country spread as per the Aswath Damodaran for the similar types of borrowing arrangements and is classified as Level 3

A material part of our business is dependent upon a relatively small number of customers, the loss of any one of whom may have a materially adverse effect on our operating results.

The following table summarizes the concentration of credit risk for the company’s accounts receivables with specific customers above 10% of total balance:

Accounts receivables are stated at the amount the company expects to collect. The company generally does not require collateral or other security in support of accounts receivable. To reduce credit risk, the company perform ongoing credit evaluations of its customers financial condition.

Rising interest rates can increase the cost of debt financing for mining companies, suppliers, and manufacturers, reducing profit margins. Conversely, falling rates can affect investment returns. SOFR is considered a safe and reliable benchmark for interest rates due to Secure, transparent, regulatory oversight, market acceptance and reliance in market condition. Interest under the Scheme Loan Agreements are based on SOFR.

As of March 31, 2026, we had USD 600.8 Mn of outstanding debt under the Scheme Loan Agreements, each bearing interest at a variable rate equal to SOFR plus 7%. As a result, our interest expense and liquidity position are exposed to fluctuations in SOFR. Using an illustrative SOFR of 4%, our SOFR-based interest rate would be approximately 11%. A 100-basis-point increase in SOFR, to 5%, would raise this rate to 12% and increase our annual interest expense by approximately USD 6 Mn. Conversely, a 100-basis-point decrease in SOFR, to 3%, would lower the rate to 10%, reducing annual interest expense by approximately USD 6 Mn. While such movements in benchmark interest rates directly affect our borrowing costs, given our current variable-rate debt balance, we expect such changes to have a limited effect on our overall liquidity or financial position.

Our functional and reporting currency is the U.S. dollar. As most of our revenues are derived in U.S. dollars and the majority of our business is conducted in U.S. dollars, foreign exchange risk arises from transactions denominated in currencies other than the U.S. dollars. Commodity sales are denominated in U.S. dollars, the majority of borrowings are denominated in U.S. dollars, and the majority of operating expenses are denominated in U.S. dollars. Our primary foreign exchange exposures are to the Zambian Kwacha, and to the local currencies suppliers who provide various services and spares supply to us. Exposure to local currency is approximately 15-20%, meaning that approximately 15-20% of our key costs and expenditures are incurred in Zambian Kwacha. Our VAT receivables are in local currency and any depreciation in local currency impacts our position with reference to foreign exchange risk. Total VAT receivables as of March 31, 2026, was USD 448.39 Mn.

The information below sets out transactions and balances between the Company and various related parties:

The table below sets forth the major related parties and their relationships with the Company as of March 31, 2026 and March 31, 2025:

As of March 31, 2026, 79.42% of KCM’s outstanding common shares were held by VRHL. VRHL in turn is a wholly owned and controlled subsidiary of Vedanta Resources Limited (‘VRL’). Vedanta Incorporated (“Vedanta Inc”) and its wholly owned subsidiary together hold 100 % of the share capital and 100 % of the voting rights of VRL. Vedanta Inc is 100 % beneficially owned and controlled by the Anil Agarwal Discretionary Trust (‘Trust’). Vedanta Inc, Volcan Investments Cyprus Limited and other intermediate holding companies except VRL do not produce Group financial statement.

There were no related party purchases or sales during the years ended March 31, 2026 and March 31, 2025. The Company has various transactions and services received from GRZ in the ordinary course of business.

The Company is subject to extensive environmental laws and regulations. The Company has a legal obligation to restore and rehabilitate the environmental disturbances caused by the operation of three mines (Konkola, Nkana, Nampundwe) by 2072 and another mine (Nchanga) by 2038. The estimated cost as of March 31, 2026 was USD 143.85 Mn and March 31, 2025 was USD 128.96 Mn. These costs resulted in a recognized asset retirement obligation of USD 29.59 Mn and USD 23.76 Mn at March 31, 2026 and March 31, 2025 respectively, which was calculated as the net present value of estimated costs using discount rates range from 11.80% to 13.02% .

The above mentioned discount rate represents credit-adjusted risk-free rate comprises of the US Treasury Bond yield rates for the similar period of obligation and Zambia’s sovereign credit spread rate. The entity-specific credit premium assessed at Nil which is supported by a parent corporate guarantee.

Rehabilitation cash flows are escalated at a long-term inflation rate of 2.6%, based on the US Consumer Price Index. The use of US rather than Zambian domestic inflation rates reflects three considerations: consistency with the USD-anchored discount rate, the substantially USD-denominated nature of the rehabilitation cost base, and the avoidance of distortion that Zambia’s historically volatile domestic inflation would introduce over multi-decade forecast horizons.

Changes in the asset retirement obligations are remeasured each period due to updated cost estimates, changes to lives of operations, new disturbances and revisions to discount rates. Changes in the estimated obligation are shown as an interest expense in the consolidated statements of operations.

This matter arises from the High Court-approved Scheme of Arrangement dated 28 June 2024. Copperbelt Energy Corporation Plc (“CEC”) appealed against aspects of the Scheme, including debt classification, voting rights and treatment of its claim amounting to approximately USD 29.6 Mn.

KCM maintains that CEC was properly classified as a Class II creditor and is bound by the approved Scheme of Arrangement. As at March 31, 2026, CEC had filed claims of approximately USD 29.6 Mn under the Scheme, which KCM continues to defend as Class II claims subject to the approved claims adjudication process under the Scheme.

This matter arises from equipment financing arrangements between Foveros Mining Limited and Barloworld Equipment Limited relating to mining operations under a contract with KCM.

Following payment defaults, Barloworld obtained garnishee and assignment orders, resulting in KCM remitting amounts due to Foveros directly to Barloworld. After settlement of these arrangements with Barloworld, Foveros initiated arbitration against KCM for unpaid invoices, demobilization costs, equipment-related claims, damages, and other reliefs.

The claim value reduced from USD 62 Mn to USD 18 Mn as at 31 March 2025. Subsequent to year end, this further reduced to USD 1.9 Mn following the Final Award on Liability by the Arbitral Tribunal.

KCM has since challenged the registration award before the High Court in that the claims were not submitted under the High Court-approved Scheme of Arrangement and are therefore barred under the Scheme process. KCM does not consider this to be a probable case.

This matter concerns disputes arising from contracts for the sale of copper anodes and cathodes between Trafigura PTE Limited and KCM whereby Trafigura has taken KCM to the London Court of International Arbitration seeking approximately USD 82.81 Mn plus interest under copper sale contracts. The principal dispute between the parties relates to the applicability and effect of the High Court-approved Scheme of Arrangement dated 28 June 2024. Trafigura asserts its claims, governed by English law, fall outside the Scheme.

As at March 31, 2026, the arbitration proceedings remained ongoing and KCM continues to defend the matter.

The Company is currently involved in approximately 47 labour-related matters before various courts and tribunals involving claims for unlawful or wrongful dismissal, pension entitlement disputes and personal representative claims.

Based on the current status of the matters and consultations with external counsel, Management believes the aggregate exposure does not exceed USD 5 Mn.

Following the expiry of the 20-year Power Supply Agreement (“PSA”) between KCM and Copperbelt Energy Corporation Plc (“CEC”) on 31 March 2020, KCM transitioned its power supply to ZESCO, on the agreed condition that any wheeling charge payable to CEC for use of its transmission network would only be passed on to KCM upon KCM’s prior acceptance of the applicable rate — a condition that has never been satisfied. Notwithstanding this, ZESCO has purported to pass wheeling charges on to KCM at rates KCM considers discriminatory and in contravention of Section 12(1)(b) of the Electricity Act, 2019, and in April 2022 entered into a Bulk Supply Agreement with CEC without KCM’s knowledge or consent. KCM has consistently disputed each invoice within the prescribed timelines, preserving all of its rights and remedies, and based on the legal counsel’s opinion the management is of the opinion that the Company has a meritorious defence to the disputed claims, including the right to commence arbitration within the applicable limitation period. Accordingly, KCM has no obligation in respect of the disputed sums and expressly reserves all its rights, remedies, and defences in this regard.

On May 21, 2019 (the “Petition Date”), ZCCM Investments Holdings Plc (“ZCCM”) filed a petition in the High Court of Zambia seeking to wind up Konkola Copper Mines Plc (“KCM”) on just and equitable grounds. The petition was subsequently amended in June 2019 to include an additional ground alleging KCM’s inability to pay its debts. On the same date, the High Court issued an ex-parte order appointing a Provisional Liquidator (“PL”) to oversee the day-to-day operations of KCM.

Vedanta Resources Limited (“VRL”), through its wholly-owned subsidiary Vedanta Resources Holdings Limited (“VRHL”), which owns 79.42% of KCM’s equity (with the remainder held by ZCCM and the Government of the Republic of Zambia (“GRZ”)), contested the winding-up petition, asserting that the matter was a shareholder dispute subject to arbitration under the KCM Shareholders’ Agreement.

In July 2019, VRHL and VRL initiated arbitration against ZCCM for breach of the Shareholders’ Agreement. The High Court of South Africa granted injunctive relief requiring ZCCM to withdraw the winding-up petition and prohibiting further steps toward liquidation pending the conclusion of arbitration. In November 2020, the Court of Appeal of Zambia stayed the winding-up petition, holding that the dispute was arbitrable, and restricted the PL from selling KCM’s assets beyond ordinary business operations.

On November 2023, VRHL, ZCCM, and KCM entered into a new Shareholder and Implementation Agreement setting forth terms for VRHL to regain control of KCM and resume full operations. Pursuant to Section 46 of the Corporate Insolvency Act No. 9 of 2017, a Creditor Scheme of Arrangement (the “Scheme”) was sanctioned by the High Court of Zambia on June 28, 2024, and became effective on July 31, 2024 (the “Effective Date”). Upon effectiveness of the Scheme, the PL was removed, and the KCM Board was reinstated, restoring VRHL’s control and ownership structure as it existed prior to the provisional liquidation.

In June 2019, KCM obtained an additional loan from ZCCM Investments Holdings Plc (“ZCCM-IH”) of USD 10 Mn with a one-year tenure at an interest rate of 8% per annum. The balance outstanding principal from the afore-mentioned loan as of March 31, 2026, is USD 0.5 Mn (March 31, 2025: USD 0.5 Mn).

In February 2024, “ZCCM-IH”, acting as guarantor, made a USD 10 Mn payment to Zanaco Bank to settle an encashed letter of credit facility. The resulting intercompany loan from ZCCM-IH accrues interest at 8% per annum.

Accordingly, the total outstanding principal of ZCCM-IH loan as of March 31, 2026 is USD 10.5 Mn (March 31, 2025: USD 10.5 Mn).

During FY2022, under the former Provisional Liquidator, the Ministry of Finance of the Government of the Republic of Zambia (GRZ) advanced ZMW 1,000 Mn (equivalent to USD 44.6 Mn) to KCM. The loan was received in two tranches of ZMW 750 Mn (USD 33.5 Mn) and ZMW 250 Mn (USD 11.1 Mn) on May 12, 2022, and June 1, 2022, respectively. Accordingly, the outstanding principal of GRZ loan as of March 31, 2026 is USD 44.6 Mn (March 31, 2025: USD 44.6 Mn).

As of March 31, 2026, the Company recognized a present value adjustment for future obligations of USD 2.88 Bn (March 31, 2025: USD 2.95 Bn). The adjustment represents expected outflows associated with long-term scheme-related obligations, including intercompany liabilities, GRZ borrowings, and other restructured debts, which are

The provision is discounted to present value using a 13% discount rate, reflecting both the time value of money and the risk profile associated with these obligations. Management will continue to monitor forecasted future cash flows and changes in discount rates to reassess the carrying value of these liabilities.

In accordance with the principles of ASC 852, Reorganizations, and the Scheme of Arrangement sanctioned by the High Court of Zambia on June 28, 2024, the recognition of the provision and related debt modifications were accounted for as reorganization adjustments as follows:

Present value adjustment of USD 888.30 Mn has been recognized under Long-term debt less current portion of debt long-term liabilities and present value adjustment of USD 1.99 Bn has been recognized under Other non-current liabilities.

The corresponding effect of the gains on discounting of the liabilities under the scheme of arrangement of USD 1.62 Bn has been recognized as “Reorganization items, net” for the year ended March 31, 2025.

Consistent with ASC 852 and Company’s accounting policy, any residual impact of debt forgiveness, capital re-designation, or fresh-start-type adjustments not routed through profit or loss amounting to USD 1.58 Bn has been recorded directly in equity under Additional Paid-in Capital.

Effective upon the sanction of the Scheme of Arrangement on June 28, 2024, the Company began to apply accounting treatment consistent with the principles of ASC 852, Reorganizations, distinguishing between transactions and events directly related to the Scheme from the ongoing operations of the business.

Liabilities impacted by the Scheme are classified as liabilities subject to compromise at the amounts expected to be allowed under the sanctioned Scheme, even if ultimately settled for lesser amounts through negotiations or restructuring adjustments.

Post the Effective Date, the Provisional Liquidator was removed, and KCM’s Board of Directors was reinstated as on July 31, 2024, restoring operational and management control to Vedanta Resources Holdings Ltd. The ownership structure of VRHL (79.42%) and ZCCM (20.58%) remained unchanged.

Following emergence from provisional liquidation, KCM resumed normal operations under the oversight of its reinstated Board, with financing arrangements and liabilities governed by the terms of the approved Scheme of Arrangement.

Previous year figures have been regrouped and/or reclassified, wherever considered necessary, to conform to the current year’s presentation. Such regrouping and reclassification have no impact on the income (loss) or Shareholders’ equity as previously reported by the Company.

The following table sets forth the costs and expenses, other than the underwriting discounts and commissions, payable by the registrant in connection with the offering and sale of shares of common stock being registered. All amounts shown are estimates except for the SEC registration fee, the Financial Industry Regulatory Authority, Inc. (“FINRA”) filing fee and the exchange listing fee.

Section 102(b)(7) of the DGCL allows a corporation to provide in its certificate of incorporation that a director or executive officer of the corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except where the director or officer breached the duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit or the executive officer in any action by or in the right of the corporation. Our amended and restated certificate of incorporation will provide for this limitation of liability.

Section 145 of the DGCL (“Section 145”) provides that a corporation may indemnify any person who is or has been a director, officer, employee or agent of the corporation or who is or has been serving as director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise at the request of the corporation, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person who is a party or is threatened to be a party in connection with such threatened, pending or completed actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation—a “derivative action”), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and the statute states that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Our amended and restated bylaws will contain such a provision.

We have in effect a directors and officers liability insurance policy indemnifying our directors and officers for certain liabilities incurred by them, including liabilities under the Securities Act and the Exchange Act. We pay the entire premium of this policy.

We intend to enter into new indemnification agreements with each of our directors and executive officers that will provide the maximum indemnity allowed to directors and officers by Section 145 of the DGCL and which allow for certain additional procedural protections.

Certain of our non-employee directors may, through their relationships with their employers, be insured and/or indemnified against certain liabilities incurred in their capacity as members of our board of directors.

These indemnification provisions and the indemnification agreements may be sufficiently broad to permit indemnification of our officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act.

The underwriting agreement, to be filed as Exhibit 1.1 to this registration statement, will provide for indemnification, under certain circumstances, by the underwriters of us and our officers and directors for certain liabilities arising under the Securities Act or otherwise.

On January 30, 2025, the Registrant issued 100 shares of the Registrant’s common stock, no par value, to VRHL for no consideration. The issuance of such shares of common stock was not registered under the Securities Act. The shares were offered and sold in a transaction by the issuer not involving any public offering exempt from registration under Section 4(a)(2) of the Securities Act.

In connection with the Transactions described herein that will be completed prior to the closing of this offering, the Registrant will issue 970 million shares of the Registrant’s common stock, $0.01 par value, to VRHL in consideration for the assignment of certain loan note receivables. The shares will be offered and sold in a transaction by the issuer not involving any public offering exempt from registration under Section 4(a)(2) of the Securities Act.

No financial statement schedules are provided because the information called for is not applicable or is shown in the financial statements or notes thereto.

The undersigned Registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

1. For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

2. For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on June 2, 2026.

We, the undersigned directors and officers of the Registrant, hereby severally constitute and appoint Deshnee Naidoo and Pushpender, and each of them singly, our true and lawful attorneys, with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-1 filed herewith, and any and all pre-effective and post-effective amendments to said registration statement, and any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, in connection with the registration under the Securities Act of 1933, as amended, of equity securities of the Registrant, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of us might or could do in person, and hereby ratifying and confirming all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this Power of Attorney.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Delaware	1000	39-5141463
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	¨
		Emerging growth company	x

	Per Share	Total
Initial public offering price	$	$
Underwriting discounts and commissions⁽¹⁾	$	$
Proceeds, before expenses, to us	$	$

Citigroup		Cantor

BMO Capital Markets	RBC Capital Markets	TD Securities

Stifel		William Blair

	Needham & Company

	Roth Capital Partners

	As of March 31, 2026
(in thousands, except share and per share data)	Konkola Plc Actual			CopperTech Metals Inc. Pro Forma
Cash and cash equivalents		154,126

Indebtedness:
Current portion of debt		8,468
Indebtedness to related parties – noncurrent		1,079,628
Long-term debt less current portion of debt		6,926
Total Debt		1,095,022
Shareholders’ equity:
Common shares (Konkola Plc), $0.01 par value, 24,060,000,000 shares authorized, 1,098,677,473 shares issued and outstanding, actual; no shares authorized, issued and outstanding, pro forma		10,987
Common stock (CopperTech Metals Inc.), $0.01 par value, no shares authorized, issued and outstanding, actual; 1,500,000,000 shares authorized, shares issued and outstanding		-
Non-redeemable Deferred shares (Konkola Plc), $0.99 par value; 60,000,000 shares authorized; 60,000,000 shares issued and outstanding, pro forma		59,400
Special share (Konkola Plc), $1 par value; 1 share authorized;		0
Additional paid-in capital		2,089,767
Accumulated deficit		(2,712,904	)
Accumulated other comprehensive income, net		1,865
Non-controlling interests		-
Total shareholders’ equity		(550,885	)
Total capitalization		544,137

About This Prospectus	ii
Prospectus Summary	1
The Offering	24
Summary Historical and Unaudited Pro Forma Condensed Consolidated Combined Financial Information	27
Risk Factors	30
Cautionary Note Regarding Forward-Looking Statements	68
Use of Proceeds	70
Dividend Policy	71
Capitalization	72
Dilution	74
Unaudited Pro Forma Condensed Consolidated Combined Financial Information	76
Management’s Discussion and Analysis of Financial Condition and Results of Operations	82
Industry	105
Business	112
Mining Properties	131
Management	148
Executive and Director Compensation	153
Certain Relationships and Related Party Transactions	157
Principal Stockholders	160
Description of Capital Stock	161
Shares Eligible for Future Sale	166
U.S. Federal Income Tax Considerations for Non-U.S. Holders	167
Underwriting	170
Legal Matters	176
Experts	176
Change in Independent Registered Public Accounting Firm	176
Where You Can Find More Information	176
Index to Consolidated Financial Statements	F-1

Assumed initial public offering price per share of our common stock						$
Pro forma net tangible book value per share of common stock as of March 31, 2026 (without giving effect to this offering)
Increase per share attributable to payments by new investors
Pro forma net tangible book value per share of common stock after this offering
Dilution per share of our common stock to new investors in this offering						$

	As of March 31, 2026
	Historical			Historical						Pro Forma				Pro Forma
	Konkola Copper Mines Plc			Vedanta Resources Jersey Limited		Transaction Accounting Adjustments			Notes	CopperTech Before the Offering			Offering Adjustments	CopperTech After the Offering
(in thousands, except share amounts)
ASSETS
Current assets
Cash and cash equivalents		154,126			1		(0	)	2(d)		154,127
Accounts receivable, net of allowance for credit losses		353			-		-				353
Inventories		262,773			-		-				262,773
Prepaid expenses and others		315,862			423		-				316,285
Total current assets		733,114			424		(0	)			733,538
Property, plant, equipment and mine development, net of accumulated depreciation		1,041,138			-		846,849		2(a)(i)		1,887,987
Intangible assets, net		-			-		133,009		2(a)(i)		133,009
Goodwill		-			-		666,326		2(a)(i)		666,326
Other non-current assets		258,923			-		-				258,923
Total assets		2,033,175			424		1,646,184				3,679,783

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable & accrued liabilities		276,391			31		-				276,422
Advance from customers		48,399			-		-				48,399
Current portion of debt		8,468			-		-				8,468
Income taxes payable		613			-		-				613
Other current liabilities		60,416			-		-				60,416
Total current liabilities		394,287			31		-				394,318
Indebtedness to related parties – noncurrent		1,079,628			-		(462,402	)	2(b)		617,226
Long-term debt less current portion of debt		6,926			-		-				6,926
Asset retirement obligations		29,586			-		-				29,586
Long-term employee benefits		18,164			-		-				18,164
Deferred income taxes, net		-			-		293,957		2(a)(i)		293,957
Non-current liabilities		1,055,469			-		(243,554	)	2(b)		811,915
Total liabilities		2,584,060			31		(411,999	)			2,172,092

Shareholders’ equity
Common shares, $0.01 par value, 24,060,000,000 shares authorized, 1,098,677,473 shares issued and outstanding		10,987			-		(10,987	)	2(c)		-
Common shares, no par value, unlimited shares authorized, 2 shares issued and outstanding		-			0		(0	)	2(c)		-
Common stock, no par value, 2,500 shares authorized, 100 shares issued and outstanding		-			-		-				-
Common stock, $0.01 par value, 1,500,000,000 shares authorized, 100,000,000 shares issued and outstanding		-			-		9,700		2(b)		9,700
Non-Redeemable Deferred shares, $0.99 par value; 60,000,000 shares authorized; 60,000,000 shares issued and outstanding		59,400			-		(59,400	)	2(c)		-
Special share, $1 par value; 1 share authorized		0			-		(0	)	2(c)		-
Additional paid-in capital		2,089,767			-		(66,118	)	2(b), 2(c) & 2(d)		2,023,649
(Accumulated deficit)/ Retained earnings		(2,712,904	)		393		2,020,347		2(a) (ii), 2 (c) & 2 (d)		(692,164	)
Accumulated other comprehensive (loss) income, net		1,865			-		-				1,865
Total equity attributable to Konkola Copper Mines Plc/ CopperTech and subsidiaries ⁽¹⁾		(550,885	)		393		1,893,542				1,343,050
Non-controlling interests		-			-		164,641		2(a)(i)		164,641
Total shareholder’s equity		(550,885	)		393		2,058,183				1,507,691
Total liabilities and shareholders’ equity		2,033,175			424		1,646,184				3,679,783

	For the year ended March 31, 2026
	Historical			Historical							Pro Forma				Pro Forma
(in thousands, except share and per share amounts)	Konkola Copper Mines Plc			Vedanta Resource Jersey Limited			Transaction Accounting Adjustments			Notes	CopperTech Before the Offering			Offering Adjustments	CopperTech After the Offering
Net sales		1,330,105			-			-				1,330,105
Cost of sales		(1,297,576	)		-			(100,848	)	2(a)(ii)		(1,398,424	)
Gross gain/ (loss)		32,529			-			(100,848	)			(68,319	)
Selling and distribution expenses		403			-			-				403
General and administrative expenses		78,988			29			-				79,017
Operating loss		(46,862	)		(29	)		(100,848	)			(147,739	)
Other income (expense)
Other income		8,454			99			-				8,553
Foreign exchange gain (loss), net		(240,757	)		0			-				(240,757	)

Interest income		3,013			-			-				3,013
Interest expenses		(133,159	)		-			105,348		2(b)		(27,811	)
Other income/ (expense), net		(362,449	)		99			105,348				(257,002	)
Gain/ (loss) before income tax benefit		(409,311	)		70			(4,500	)			(404,741	)
Income tax benefit		69,650			-			30,254		2(a)(ii)		99,904
Net gain/ (loss)		(339,661	)		70			34,755				(304,836	)
Net loss attributable to non-controlling interest		-			-			(84,430	)	2(a)(ii)		(84,430	)
Net gain/ (loss) attributable to CopperTech and subsidiaries		(339,661	)		70			119,185				(220,406	)
Net gain/ (loss) per share attributable to common shareholders

Basic		(0.31	)		35,022.02			-				(0.23	)
Diluted		(0.31	)		35,022.02			-				(0.23	)
Weighted-average number of common shares outstanding
Basic		1,098,677,473			2			(128,677,475	)	2(b) & 2(c)		970,000,000
Diluted		1,098,677,473			2			(998,677,475	)	2(b) & 2(c)		970,000,000

Particulars	Historical Konkola Plc (I)		Cumulative adjustments resulting from Resumption of Control (II)		Total (III)= (I)+(II)
Cash and cash equivalents		154,126		-		154,126
Accounts receivable, net of allowance for credit losses		353		-		353
Inventories		262,773		-		262,773
Prepaid expenses and others		315,862		-		315,862
Property, plant, equipment and mine development, net of accumulated depreciation		1,041,138		846,849		1,887,987

Intangible assets, net		-		133,009		133,009
Goodwill		-		666,326		666,326
Other non-current assets		258,923		-		258,923
Total Assets		2,033,175		1,646,184		3,679,359

Accounts payable and accrued liabilities		276,391		-		276,391
Advance from customers		48,399		-		48,399
Current portion of debt		8,468		-		8,468
Income taxes payable		613		-		613
Other current liabilities		60,416		-		60,416

Indebtedness to related parties – noncurrent		1,079,628		-		1,079,628
Long-term debt less current portion of debt		6,926		-		6,926

Asset retirement obligations		29,586		-		29,586
Long-term employee benefits		18,164		-		18,164
Deferred income taxes		-		293,957		293,957
Non-current liabilities		1,055,469		-		1,055,469
Non-controlling interest		-		164,641		164,641

Total Liabilities		2,584,060		458,598		3,042,658

Asset Class	Estimated Life (Years)	Historical Konkola Plc (I)		Adjustments resulting from Resumption of Control (II)			Total (III)=(I)+(II)
Depreciation & amortization on:
Land and Building	1–32		1,851		2,854			4,705
Plant and equipment	1–40		67,807		91,520			159,327
Intangible assets- Mineral properties	1–50		21,250		6,473			27,723
Total Depreciation & amortization			90,908		100,848			191,756

Deferred taxes impact on consolidation adjustment ⁽¹⁾					30,254
Impact on Non-controlling interests⁽²⁾					(84,430	)

	Years Ended March 31,
($, in thousands, unless otherwise stated)	2026			2025
Net sales		1,330,105			397,986
Operating loss		(46,862	)		(302,380	)
Net (loss)/income		(339,661	)		922,528
EBITDA⁽¹⁾		(187,876	)		1,363,579
Adjusted EBITDA⁽¹⁾		52,881			(202,791	)
Operating Metrics:
Payable copper produced (lb, in thousands)		284,218			106,604
Payable copper sold (lb, in thousands)		278,721			102,081
C1 Cash Cost (measured in $/ lb Cu)⁽¹⁾		4.32			5.55
AISC (measured in $/ lb Cu)⁽¹⁾		4.71			5.83
RCP (measured in $/ lb Cu)⁽¹⁾		4.77			3.90

	Years Ended March 31,
($, in thousands, unless stated otherwise)	2026			2025
Net sales		1,330,105			397,986
Distribution costs		(403	)		(176	)
Total realized sales		1,329,702			397,810
Payable copper sold (lb in thousands)		278,721			102,081
RCP ($ / lb Cu)		4.77			3.90

	Years Ended March 31,
Copper production	UOM	2026		2025		Change		% Change
Total copper produced	Kt		128.9		48.4		80.5		166	%
Sales, excluding purchases	Kt		126.4		46.3		80.1		173	%
RCP	$ per Kt, in thousands		10,518		8,591		1,927		22	%

	Years Ended March 31,
Copper production by site	UOM	2026		2025		Change			% Change
Konkola Complex
Total ore mined	Kt		1,300.2		518.9		781.3			151	%
% Cu	%Cu		3.0		3.0		-			0	%
Recovery % TCu	%		89.5		87.1		2.4			3	%
Copper in Concentrates	Kt		34.6		13.6		21.0			154	%
Nchanga Complex
Total ore mined	Kt		7,786.8		5,265.4		2,521.4			48	%
% Cu	%Cu		0.8		0.9		(0.1	)		-11	%
Recovery % TCu	%		24.8		4.9		19.9			406	%
Copper in Concentrates	Kt		16.3		2.3		14.0			609	%
Tailings Complex
Total Tailings treated	Kt		11,593.7		6,445.4		5,148.3			80	%
Head grade (LOM Avg.)	%Cu		0.4		0.4		-			0	%
Recovery (LOM Avg.)	%		72.8		70.6		2.2			3	%
Primary copper	Kt Cu		30.6		17.0		13.6			80	%

	Years Ended March 31,
($, in thousands)	2026		2025
Copper (cathodes and anodes)		1,315,243		396,944
Precious metals in slime and others		14,862		1,042
Total		1,330,105		397,986

($, in thousands, unless otherwise stated)	Principal Balance (Gross Value) as at March 31, 2026		Discount on present value as at March 31, 2026			Principal Balance (Present Value) as at March 31, 2026		Average Effective Interest Rate	Interest Expense For the Fiscal Year ended March 31, 2026
Debt not subject to compromise
Scheme Loan Agreements with Vedanta Resources Holdings Limited		600,750		Nil			600,750	SOFR plus 7.00%		48,531
Bridge Facility Loan Agreement with Vedanta Resources Holdings Limited		Nil		Nil			Nil	SOFR plus 7.00%		807
Note payable to First Capital Bank (Botswana)		15,394		Nil			15,394	8.33%		1,237
Debt subject to compromise
Loan Agreement with Vedanta Resources Jersey II Limited (the “Jersey II Loan”)		1,038,318		(678,255	)		360,063	6.50%⁽¹⁾		Nil
Loan Agreement with Vedanta Resources Plc		273,782		(171,443	)		102,339	3-month LIBOR plus 4.75%⁽¹⁾		Nil
Loan Agreement with ZCCM Investments Holdings Plc		10,500		(7,358	)		3,142	8.00%⁽¹⁾		Nil
Note payable to the Government of the Republic of Zambia (the “Existing GRZ Liabilities”)		44,578		(31,244	)		13,334	Nil		Nil
Total debt		1,983,322		(888,300	)		1,095,022			50,575

	Balance (Gross Value) As at March 31, 2026		Discount on present value As at March 31, 2026			Balance (Present Value) As at March 31, 2026
($, in thousands, unless otherwise stated)
Liabilities not subject to compromise
Interest payable on Scheme Loan Agreements with Vedanta Resources Holdings Limited		70,737		Nil			70,737
Other dues and payable		87,779		Nil			87,779
Liabilities subject to compromise
Interest payable on Loan Agreement with Vedanta Resources Jersey II Limited (the “Jersey II Loan”)		503,678		(315,404	)		188,274
Interest payable on Loan Agreement with Vedanta Resources Plc		93,407		(58,491	)		34,916
Dividend payable to Vedanta Resources Holdings Limited (“Other Existing Liabilities”)		39,710		(24,866	)		14,844
Intercompany advances (“Other Existing Liabilities”)		105,012		(65,759	)		39,253
Government dues (“Other Existing Liabilities”)		1,975,834		(1,407,278	)		568,556
Other dues and payable (“Other Existing Liabilities”)		166,722		(115,612	)		51,110
Total non-current liabilities		3,042,879		(1,987,410	)		1,055,469

	Balance As at March 31, 2026
($, in thousands, unless otherwise stated)
Debt and non-current liabilities not subject to compromise		774,660
Debt and non-current liabilities subject to compromise		4,251,541
Total debt and non-current liabilities		5,026,201
(Less): Discount on present value		(2,875,710	)
Total debt and non-current liabilities (Net of discount)		2,150,491

Capital Expenditures Support Loan Agreement		Deed of Adherence
Instalment Date	Cumulative Principal Amount previously Funded	Instalment Date	Cumulative Principal Amount to be Funded
July 1, 2025	$124,000,000	—	—
January 1, 2026	$330,000,000	—	—
—	—	June 30, 2026	$434,000,000
—	—	December 31, 2026	$537,000,000
—	—	June 30, 2027	$720,000,000
—	—	December 31, 2027	$902,000,000
—	—	June 30, 2028	$1,000,000,000
		—	—
		—	—
		—	—

	Payments due by period
	Less than 1 year		1-3 years		3-5 years		More than 5 years		Total
($, in thousands, unless otherwise stated)
Accounts payable and accrued expenses⁽¹⁾		276,391		-		-		-		276,391
Debt obligations⁽²⁾		8,468		6,926		-		1,967,928		1,983,322
Asset retirement obligations⁽³⁾		-		-		-		138,387		138,387
Other liabilities⁽⁴⁾		61,029		-		-		3,061,043		3,122,072
Total		345,888		6,926		-		5,167,358		5,520,172

Facility	Nameplate Capacity	Utilization as of March 31, 2026			Product
Konkola Concentrator	6 Mtpa		22	%	Copper-cobalt concentrate
Nchanga Concentrators
Old East Mill	4.4 Mtpa		37	%	Copper concentrate
New East Mill	6.5 Mtpa		67	%	Copper concentrate
New West Mill	2.5 Mtpa		86	%	Copper concentrate
Nchanga Smelter	312 Ktpa		41	%	Copper anodes Copper-cobalt alloy Sulfuric acid
Tailings Leach Plant	18 Mtpa		64	%	LME Grade A copper cathode
Nkana Refinery	300 Ktpa		6	%	LME Grade A copper cathode Starter sheets for TLP

Product	Fiscal 2026 Amount (79.42% basis)		Fiscal 2025 Amount (79.42% basis)		Fiscal 2024 Amount (79.42% basis)
Copper
Konkola		27,502		10,794		12,941
Nchanga		12,984		1,789		927
Tailings Dams 03 and 04		24,283		13,515		9,359
Total		64,769		26,098		23,226
Cobalt⁽²⁾
Konkola		151		105		159
Nchanga		17		30		15
Tailings Dams 03 and 04
Total		168		134		175

Asset	License	Description	Area (ha)		Expiry date
Konkola Mine License	7076-HQ-LML	Covers underground copper extraction and operation of the concentrator at the Konkola Complex		4,054.0	March 30, 2050
Nchanga License	7075-HQ-LML	Covers mining and tailings recovery operations at the Nchanga Complex		10,659.0	March 30, 2050
Nchanga Tailings Leach Plant License	28174-HQ-MPL	Covers Nchanga TLP operations		177.0	December 16, 2045
Nchanga Old East Mill License	28173-HQ-MPL	Covers Nchanga concentrator operations		27.0	December 16, 2045
Nampundwe License	7074-HQ-LML	Covers Pyrite mining and concentrator operations		962.5	March 30, 2050
Nkana Refinery License	20945-HQ-MPL	Covers refining activities at the electrorefinery		50.0	April 18, 2050

	Measured Mineral Resources Tonnage (Mt)				Indicated Mineral Resources Tonnage (Mt)				Measured + Indicated Mineral Resources Tonnage (Mt)				Inferred Mineral Resources Tonnage (Mt)
	Amount (79.42% basis)		Grade (%)		Amount (79.42% basis)		Grade (%)		Amount (79.42% basis)		Grade (%)		Amount (79.42% basis)		Grade (%)
Copper
Konkola Complex⁽²⁾		1.1		3.7		4.7		3.8		5.8		3.8		197		3.4
Nchanga Complex⁽³⁾		—		—		22		2.1		22		2.1		7.1		2.4
Tailings Complex⁽⁴⁾		—		—		157		0.6		157		0.6		179		0.5
Total		1.1		3.7		184		0.8		185		0.8		383		2.0
Cobalt
Konkola Complex⁽²⁾		1.1		0.06		4.7		0.07		5.8		0.06		197		0.06
Nchanga Complex⁽³⁾		—		—		22		0.03		22		0.03		7.1		—
Tailings Complex⁽⁴⁾		—		—		157		0.02		157		0.02		179		0.02
Total		1.1		0.06		184		0.02		185		0.02		383		0.04

	Proven Mineral Reserves Tonnage (Mt)				Probable Mineral Reserves Tonnage (Mt)				Total Mineral Reserves Tonnage (Mt)
	Amount (79.42% basis)		Grade (%)		Amount (79.42% basis)		Grade (%)		Amount (79.42% basis)		Grade (%)
Copper
Konkola Complex⁽²⁾		1.7		2.5		21		2.9		23		2.9
Tailings Dams 03 and 04⁽³⁾		—		—		20		0.6		20		0.6
Total		1.7		2.5		41		1.8		43		1.9
Cobalt⁽⁴⁾
Konkola Complex⁽²⁾		1.7		0.06		21		0.06		23		0.06
Total		1.7		0.06		21		0.06		23		0.06

Site/Facility	Latitude⁽¹⁾	Longitude⁽¹⁾	Area (ha)		License No.(2)
Konkola Mine (No. 4 Shaft)	12.378820°S	27.829329°E		4,054.0	7076—HQ—LML
Nchanga Underground (D Shaft)	12.524812°S	27.854832°E		10,659.0	7075—HQ—LML
Nchanga TLP	12.532698°S	27.847922°E		177.0	28174—HQ—MPL
Nchanga East Mill (Concentrator)	12.526696°S	27.858325°E		27.0	28173—HQ—MPL

Site		Works
Konkola Complex		Underground lateral and vertical capital development to access Mineral Reserves
Konkola Complex		Dewatering infrastructure, including the 1390 mL pump chamber
Konkola Complex		No. 4 Shaft deepening and equipping (1150 mL and 1350 mL levels)
Konkola Complex		Paste fill plant construction and commissioning (3.0 Mtpa capacity)
Konkola Complex		Ventilation upgrades and underground infrastructure
Konkola Complex		Concentrator Stream 2 refurbishment
Nchanga Complex		Existing Tailings Leach Plant upgrades (elevated temperature leaching and permanent cathode technology)
Nchanga Complex		Construction of new TLP 2 facility for processing TD05 tailings
Nchanga Complex		Smelter sustaining capital and refurbishment
KCM Complex		Sustaining capital (equipment replacement, ongoing maintenance), working capital and contingency

Classification / Asset⁽²⁾	Ore (Mt)		TCu (%)		TCo (%)		Cut-off (TCu %)⁽³⁾		Cu (kt)⁽⁴⁾		Co (kt)⁽⁴⁾		Cu Metallurgical recovery⁽⁵⁾			Co Metallurgical recovery⁽⁶⁾
Measured		1.1		3.7		0.06		—		41		0.8		—			—
Konkola		1.1		3.7		0.06		1.1		41		0.8		87.5	%		18	%
Indicated		184		0.8		0.02		—		1,503		44		—			—
Konkola		4.7		3.8		0.07		1.1		176		3		87.5	%		18	%
Nchanga (COP D&F)		12		1.6		0.05		0.50 / 1.1		185		6		52.9	%		18	%
Nchanga (COP E Ext)		10		2.6		—		0.9		274		—		52.9	%		—
Tailings (TD05)		157		0.55		0.02		0.0		866		35		56.7	%		—
Measured & Indicated		185		0.8		0.02		—		1,544		45		—			—
Inferred⁽¹⁾		383		2.0		0.04		—		7,723		157		—			—
Konkola		197		3.4		0.06		1.1		6,609		118		84.9	%		18	%
Nchanga (COP E Ext)		7.1		2.4		—		0.9		176		—		52.9	%		—
Tailings (TD05)		179		0.53		0.02		0.0		937		39		66.7	%		—
Total		568		1.6		0.04		—		9,267		202		—			—

Name	Age	Position
Executive Officers
Deshnee Naidoo	50	Chief Executive Officer, President and Executive Director
Pushpender	44	Chief Financial Officer, Treasurer and Secretary
Non-Employee Directors and Director Nominees
Priya Agarwal Hebbar	36	Director and Chairperson
Thomas Albanese	68	Director and Vice Chairperson
Moses Banda	70	Director Nominee
Upendra Kumar Sinha	74	Director Nominee
Rishi Sethia	53	Director Nominee

Underwriter		Number of Shares
Citigroup Global Markets Inc.
Cantor Fitzgerald & Co.
BMO Capital Markets Corp
RBC Capital Markets, LLC
TD Securities (USA) LLC
Stifel, Nicolaus & Company, Incorporated
William Blair & Company, L.L.C.
Needham & Company, LLC
Roth Capital Partners, LLC
Total Number of Shares

	Page
Audited Financial Statement of CopperTech Metals Inc.
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheet as of March 31, 2026	F-4
Notes to Balance Sheet	F-5

	Page
Audited Consolidated Financial Statements of Konkola Copper Mines Plc
Report of Independent Registered Public Accounting Firm	F-6
Consolidated Balance Sheets as of March 31, 2026 and 2025	F-8
Consolidated Statements of Operations for the Years Ended March 31, 2026 and 2025	F-9
Consolidated Statements of Comprehensive Income for the Years Ended March 31, 2026 and 2025	F-10
Consolidated Statements of Cash Flows for the Years Ended March 31, 2026 and 2025	F-11
Consolidated Statements of Shareholders’ Equity for the Years Ended March 31, 2026 and 2025	F-13
Notes to Consolidated Financial Statements	F-14

#27, Subramaniam Street, Abiramapuram,		Chennai ● Bengaluru ● Gurugram ● Hyderabad ● Mumbai ● Coimbatore
Chennai - 600 018, Tamil Nadu		Kochi ● Madurai ● Mangaluru ● Vijayawada ● Vizag
Tel: +91 44 42903333 / 42903300		Trichy ● Bargarh ● Bhubaneswar


Manohar Chowdhry & Associates
Chartered Accountants

We have served as the Company's auditor since 2025.

Chennai, India
June 02, 2026
UDIN: 26251661RVOHWE4275

	March 31, 2026		March 31, 2025
Assets		-		-
Total assets		-		-

Liabilities
Commitments and contingencies		-		-

Shareholder’s equity
Common stock with no par value; 2,500 shares authorized, 100 shares issued and outstanding		-		-
Total equity		-		-
Total liabilities and shareholder’s equity		-		-