Lynas Rare Earths Acquires Brazil Rare Earth Deposit for $968M All-Share Deal

Lynas to acquire Meteoric Resources in near-$1 billion rare earths merger

Lynas Rare Earths (ASX: LYC) and Meteoric Resources (ASX: MEI) have entered into a binding Scheme Implementation Deed under which Lynas proposes to acquire 100% of Meteoric by way of a Court-approved scheme of arrangement. The deal brings together Lynas’s high-grade Mt Weld hard rock deposit with Caldeira, the largest known ionic clay JORC rare earth oxide Mineral Resource outside China, and carries an implied equity value of A$968 million on a fully diluted, 60-day volume-weighted average price basis.

Transaction terms and shareholder premiums

The transaction is structured entirely as an all-share consideration, with no cash changing hands. Under the Scheme, Meteoric shareholders will receive 0.0207 new Lynas shares for every Meteoric share they hold.

The exchange ratio implies three separate offer prices, each benchmarked to a different trading period:

• A$0.286 per Meteoric share — a 68.4% premium to Meteoric’s last close of A$0.1706
• A$0.310 per Meteoric share — a 57.6% premium to Meteoric’s 30-day VWAP of A$0.1977
• A$0.316 per Meteoric share — a 64.2% premium to Meteoric’s 60-day VWAP of A$0.1938

Upon implementation, Meteoric shareholders are expected to own approximately ~5.9% of the pro forma Lynas entity on a fully diluted basis. The all-share structure preserves Lynas’s A$1.2 billion cash and short-term deposits position (as of 30 June 2026).

In connection with the Scheme, Lynas has agreed to provide Meteoric with an interim loan facility of up to A$110 million to fund Caldeira’s continued development, transaction costs, and Meteoric’s working capital requirements during the Scheme process. An initial tranche of A$35 million is available immediately upon execution of the Scheme Implementation Deed, with the remaining up to A$75 million available if the Scheme remains ongoing at the six-month mark.

What is the Caldeira Rare Earth Project — and why does it matter?

Rare earth deposits come in two main forms. Hard rock deposits, like Lynas’s Mt Weld mine in Western Australia, contain rare earth minerals locked inside solid rock that must be blasted, crushed, and processed at significant cost. Ionic clay deposits are different: the rare earth elements are adsorbed onto clay particles near the surface, making them cheaper to mine (often without blasting), lower in capital intensity, and typically faster to bring into production.

Caldeira, located in the Minas Gerais state of Brazil, is the largest known ionic clay JORC rare earth oxide Mineral Resource outside China reported in accordance with the JORC Code. Its Definitive Feasibility Study (a DFS is a detailed technical and economic study confirming a project’s viability) was completed and released on 31 July 2026, meaning the project is development-ready.

Rare earth deposits are further defined by the elements they contain. Neodymium-praseodymium (NdPr) are light rare earth elements essential for the powerful permanent magnets used in electric vehicle motors and wind turbines. Dysprosium and terbium (DyTb) are heavy rare earth elements used to enhance those magnets’ performance at high temperatures, making them critical for defence applications and advanced clean energy technology. Caldeira contains both.

The table below summarises Caldeira’s key resource metrics and the uplift they are expected to deliver to Lynas on a pro forma basis.

Note: Production figures are based on Meteoric’s DFS production target. Actual production rates are subject to outcomes and a Final Investment Decision, which are also dependent on market conditions. There is no certainty that the production target will be achieved. Pro forma resource and reserve figures are based on the arithmetic aggregation of separately reported estimates and do not constitute a new or independently estimated combined Mineral Resource or Ore Reserve.

Lynas expects capital expenditure for the development of Caldeira to be over US$500 million. The announcement also notes the potential to integrate Caldeira’s output into Lynas’s existing downstream processing operations at its Advanced Materials Plant in Kuantan, Malaysia, and to develop additional downstream processing capacity in Brazil.

Strategic fit and the path to implementation

Unanimous board support and key shareholder backing

The Meteoric Board has unanimously recommended the Scheme, subject to the absence of a Superior Proposal (as defined in the Scheme Implementation Deed) and subject to an independent expert concluding that the Scheme is in the best interests of Meteoric shareholders. All Meteoric directors (who together hold 2.6% of Meteoric’s ordinary shares outstanding) have confirmed their intention to vote in favour under the same conditions.

Tolga Kumova, Meteoric’s largest shareholder, and his associated entities, which together currently hold approximately 6.7% of Meteoric’s issued shares, have also confirmed their intention to vote all shares held or controlled by them in favour of the Scheme, subject to the same qualifications. Kumova and his associated entities have reserved the right to sell, transfer, or otherwise deal with any Meteoric shares before the Scheme Meeting, so their holding at the time of voting may differ from their current position.

Prof John Humphrey, Board Chair, Lynas Rare Earths

“Lynas is very pleased with the potential to bring together the Caldeira deposit which is the largest known ionic clay rare earth Mineral Resource outside China reported in accordance with the JORC Code, and Lynas’ high grade Mt Weld deposit and leading rare earth operations. This will deliver on our Towards 2030 growth objective of adding resource and scale. Expanding our operations into a new country will help Lynas maintain its leading position in the global rare earths supply chain and meet increased customer demand for rare earth materials.

“Brazil is a well-established and supportive mining jurisdiction and its rare earth reserves are the largest outside China…”

Dr Andrew Tunks, Executive Chair, Meteoric Resources

“I am very proud that the work of our team has attracted a partner of Lynas Rare Earths’ calibre to Caldeira. This project has been progressed with an intensive focus on the fundamentals: drilling, geological understanding, metallurgical recoveries and test work, including from our own pilot plant. That discipline is why Caldeira stands where it does today: an orebody that is high grade, highly recoverable, low in capital intensity, low in operating cost, and highly scalable…”

Indicative timetable

The Scheme is subject to regulatory approvals, including approval by the Brazilian National Council for the Industrialisation of Critical and Strategic Minerals for the change in control of Meteoric. The indicative milestones are:

• Scheme Booklet dispatch: December 2026
• Scheme Meeting: January 2027
• Expected implementation: March 2027 (subject to regulatory and Court approvals)

These are indicative timelines only and are subject to change.

Togni Agreement amendment

Alongside the Scheme announcement, Meteoric has amended its agreement with Togni S/A – Materiais Refratários, which provides Meteoric with the exclusive right to explore, develop, and mine rare earth materials at Caldeira. Under the previous terms, if extraction, processing, and production at Caldeira had not commenced by April 2031, Togni was able to terminate the arrangements. The amendment extends this commencement deadline by two years, to April 2033, providing additional runway for development during the Scheme process.

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