Lynas Rare Earths has agreed to acquire Meteoric Resources in an all-share transaction valued at approximately A$968 million on a fully diluted, 60-day Lynas VWAP basis, adding Meteoric’s Caldeira Rare Earth Project in Brazil to Lynas’ global rare earths portfolio.
The transaction will be completed through a scheme of arrangement under which Lynas will acquire 100% of Meteoric’s fully paid ordinary shares. Each Meteoric shareholder will receive 0.0207 new Lynas shares for each Meteoric share held.
Following completion, existing Lynas shareholders are expected to own approximately 94.1% of the combined company on a fully diluted basis, while Meteoric shareholders will own approximately 5.9%.
Based on the companies’ transaction calculations, the exchange ratio implies A$0.286 per Meteoric share based on Lynas’ last closing price, representing a 68.4% premium to Meteoric’s last close of A$0.170. It also represents a 57.6% premium to Meteoric’s 30-day volume-weighted average price and a 64.2% premium to its 60-day VWAP.
The transaction would give Lynas control of Meteoric’s Caldeira project in Minas Gerais, Brazil, which Meteoric describes as the largest known ionic clay JORC rare earth oxide mineral resource outside China. Lynas expects the acquisition to expand and diversify its resource base while adding both light and heavy rare earth exposure.
Caldeira has a Mineral Resource of approximately 1.63 billion tonnes at 2,317 parts per million total rare earth oxides and an Ore Reserve of approximately 151 million tonnes at 3,524 ppm TREO. The Mineral Resource contains approximately 802,000 tonnes of neodymium-praseodymium and 41,000 tonnes of dysprosium-terbium.
Meteoric completed a definitive feasibility study for Caldeira in July 2026. The project has a preliminary environmental license and was targeting an installation license during 2026.
The DFS contemplates average annual production of approximately 12,500 tonnes of TREO over the life of the mine, including 3,862 tonnes of NdPr, 127 tonnes of DyTb, 297 tonnes of samarium, 193 tonnes of gadolinium and 623 tonnes of yttrium.
Development capital expenditure is estimated at US$498 million, including a 10% contingency. The project is designed around an initial 23-year mine life supported entirely by Ore Reserves, while more than 80% of Meteoric’s tenure was not considered in the DFS.
Lynas said combining Caldeira with its existing operations would increase pro forma contained TREO in Mineral Resources to approximately 4.16 million tonnes and pro forma contained TREO in Ore Reserves to approximately 2.54 million tonnes. The combined portfolio would span operations across three jurisdictions and include both hard-rock and ionic-clay rare earth deposits.
Meteoric would account for approximately 44% of the combined company’s TREO Mineral Resource and 21% of its TREO Ore Reserves while representing only about 6% of the pro forma market capitalization. Lynas estimates the transaction would increase contained TREO Mineral Resources by 79% and Ore Reserves by 26%.
Lynas plans to apply its mining, processing and project development expertise to Caldeira. The company already operates the Mt Weld rare earths mine in Western Australia, its Kalgoorlie processing facility and a large-scale rare earths processing plant in Malaysia.
The all-share structure is intended to preserve Lynas’ balance sheet as it funds Caldeira and other growth initiatives. Lynas had approximately A$1.2 billion in cash and short-term deposits as of June 30, 2026 and generated approximately A$320 million of net operating cash inflows during fiscal 2026.
Lynas will also provide Meteoric with an interim loan facility of up to A$110 million. This includes A$35 million advanced when the scheme implementation deed was signed and up to another A$75 million if the agreement remains in force six months after signing and the end date is extended. The funding can support Caldeira development, transaction expenses, implementation costs and working capital.
Meteoric’s board has unanimously recommended the transaction in the absence of a superior proposal and subject to an independent expert continuing to conclude that the deal is in shareholders’ best interests. Directors representing approximately 2.6% of Meteoric’s outstanding shares intend to vote in favor under the same conditions, while largest shareholder Tolga Kumova, who controls approximately 6.7%, has also indicated his intention to support the transaction.
The deal remains subject to shareholder, court and regulatory approvals, including requirements that may apply under Brazil’s recently enacted critical and strategic minerals regime. Meteoric expects to send its Scheme Booklet to shareholders in December 2026 ahead of a shareholder meeting planned for January 2027.
Lynas intends to retain key Meteoric employees to maintain continuity in Caldeira’s development and preserve the company’s in-country presence in Brazil.
KEY QUOTES:
“We already have major investments underway and projects in the licensing process in the city of Poços de Caldas. We are the state with the largest volume of rare earths in the country and, in addition to Poços de Caldas, we have several other rare earth hubs already.”
Mateus Simões, then Vice Governor of Minas Gerais
