PERTH: Lynas Rare Earths Ltd. announced Thursday it will acquire Meteoric Resources NL in an all-stock transaction valued at approximately A$968 million ($630 million), giving the Australian miner access to what it calls the largest known ionic clay rare earth deposit outside China.

The deal, structured as a scheme of arrangement, would give Meteoric shareholders 0.0207 new Lynas shares for each Meteoric share held. Lynas shareholders would own roughly 94.1% of the combined company, with Meteoric investors holding the remaining 5.9% on a fully diluted basis.

The exchange ratio implies a price of A$0.286 per Meteoric share — a 68.4% premium to the company’s last close of A$0.170 and a 57.6% premium to its 30-day volume-weighted average price.

Meteoric’s board unanimously recommended the deal in the absence of a superior proposal and subject to an independent expert concluding it is in shareholders’ best interests. Directors holding 2.6% of shares and largest shareholder Tolga Kumova, who holds 6.7%, have indicated they will vote in favor under the same conditions.

Brazilian Rare Earth Project

The centerpiece of the acquisition is Meteoric’s Caldeira Project in Minas Gerais, Brazil’s largest mining state. The project holds a mineral resource of 1,631 million tonnes grading 2,317 parts per million total rare earth oxides, including 802,000 tonnes of contained neodymium and praseodymium and 41,000 tonnes of contained dysprosium and terbium.

A definitive feasibility study published in July outlines average annual production of 12,500 tonnes of rare earth oxides over a 23-year mine life, including 3,862 tonnes per year of NdPr and 127 tonnes per year of DyTb. Development capital expenditure is estimated at US$498 million.

The project has received a preliminary environmental license and is targeting an installation license this year.

Strategic Rationale

Lynas, the only commercial producer of separated light and heavy rare earth oxides outside China, said the acquisition diversifies its portfolio beyond its Mt Weld hard rock deposit in Western Australia and processing facilities in Malaysia. The combined entity would hold 4,156 kilotonnes of contained rare earth oxides in mineral resources, a 79% increase.

“This transaction combines Lynas’ world-class Mt Weld deposit and technical know-how with Meteoric’s Brazilian expertise and the largest known ionic clay JORC rare earth oxide mineral resource outside China,” the companies said in a joint presentation.

Lynas said the all-scrip structure preserves its balance sheet, which held A$1.2 billion in cash and short-term deposits as of June 30. The company will provide Meteoric with a A$110 million unsecured working capital facility, including A$35 million upon execution of the implementation deed and up to A$75 million more if the agreement remains in force after six months.

Conditions and Timeline

The scheme requires approval from Brazil’s newly enacted critical and strategic minerals regime, Meteoric shareholder approval, and court approvals. A scheme booklet is expected to be dispatched to shareholders in mid-December, with a shareholder meeting slated for late January 2027. Implementation is expected in early March 2027.

The agreement includes exclusivity provisions, including “no shop, no talk” restrictions, and mutual break fees.

Lynas said it intends to retain key Meteoric personnel to ensure continuity of project development and maintain a Brazilian in-country presence.