Lynas Rare Earths has entered into a binding Scheme Implementation Deed to acquire 100% of Meteoric Resources through a court-approved scheme of arrangement. The proposed rare earths deal carries an implied equity value of approximately A$968 million on a fully diluted basis, calculated using Lynas’ 60-day volume weighted average price as of 30 September 2026. The transaction would bring Meteoric’s flagship Caldeira Rare Earth Project in Minas Gerais, Brazil, into the Lynas portfolio.
Proposed Transaction and Strategic Rationale
Under the proposed rare earths deal, Meteoric shareholders would receive 0.0207 Lynas shares for each Meteoric share held. This exchange ratio implies consideration of A$0.286 per Meteoric share, representing a 68.4% premium to Meteoric’s last closing price of A$0.1706. The implied consideration rises to A$0.310 per share based on Lynas’ 30-day VWAP and A$0.316 per share based on the 60-day VWAP.
The Meteoric Board has unanimously recommended the Scheme, subject to stated conditions and an independent expert concluding that the Scheme is in the best interests of Meteoric shareholders. The transaction supports Lynas’ Towards 2030 growth objective of adding resource and scale, and Lynas describes Caldeira as the largest known ionic clay JORC rare earth oxide Mineral Resource outside China, containing both light and heavy rare earth elements.
- Implied equity value: A$968 million on a fully diluted basis
- Exchange ratio: 0.0207 Lynas shares for each Meteoric share
- Premium: 68.4% to Meteoric’s last close of A$0.1706
- Board recommendation: Meteoric Board unanimously recommends the Scheme, subject to conditions
- Key shareholder support: Meteoric directors (2.6% of shares) and largest shareholder Tolga Kumova and associated entities (approximately 6.7%) have indicated their intention to vote in favour, subject to stated qualifications
Prof John Humphrey, Chair of Lynas Rare Earths, stated: “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. We have enjoyed getting to know Andrew and his team and congratulate Meteoric on their achievements to date, including extensive knowledge of the ore body and ionic clays, the integration of sustainability initiatives into project design, and the completion of a technically robust DFS. With Lynas’ proven expertise and strong balance sheet, we will continue this excellent work with the local team, the Government of Brazil and local communities to achieve the Project’s full potential,” Prof John Humphrey continued.
“We look forward to welcoming Meteoric’s shareholders to the Lynas share register and continuing to build value for all shareholders.”
Caldeira Resource Potential, Funding and Approval Timeline
The Caldeira project has a completed Definitive Feasibility Study. Meteoric’s reported mineral resources include an estimated 802kt of NdPr oxides and 41kt of DyTb oxides. On a pro forma arithmetic basis, the Lynas acquisition of Meteoric would increase Lynas’ reported Measured and Indicated TREO Mineral Resources by approximately 79% and reported Ore Reserves by approximately 26%. Based on Meteoric’s DFS production target, the Caldeira project has potential for average annual production of approximately 3,862 tonnes of NdPr and 127 tonnes of DyTb over its life of mine.
Lynas expects capital expenditure for the development of Caldeira to be over US$500 million, referencing an initial estimate of US$498 million from Meteoric’s July 2026 DFS announcement. Lynas will provide Meteoric with an interim funding facility of up to A$110 million, with an initial A$35 million tranche available following execution of the Scheme Implementation Deed, subject to stated conditions. Lynas sees potential to integrate Caldeira into its existing downstream operations in Malaysia and plans to study the potential for additional downstream processing in Brazil.
- Mineral resources: 802kt NdPr oxides and 41kt DyTb oxides reported
- Resource uplift: Approximately 79% increase in Lynas’ Measured and Indicated TREO Mineral Resources and approximately 26% increase in Ore Reserves on a pro forma basis
- DFS production target: Average annual production potential of approximately 3,862 tonnes NdPr and 127 tonnes DyTb
- Interim funding: Up to A$110 million facility, with initial A$35 million tranche
Andrew Tunks, Executive Chair of Meteoric Resources, stated: “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. Meteoric has a great team of people who have developed significant intellectual property on this ionic clay project.
“We have worked hand in hand with our host communities, Indigenous stakeholders, and government at the municipal, state and federal levels. As part of this transaction, Lynas has engaged directly with the Federal Government and BNDES to ensure no delay in the development of Caldeira.
“The efforts of the Meteoric team have culminated in Lynas, one of the world’s leading rare earths companies, validating the quality of the Project through the proposed transaction, which will allow our shareholders to gain access to Lynas’ skills and capabilities. Through this process, I have built a strong relationship with John Humphrey and the Lynas senior leadership team, and have the greatest confidence in Lynas’ ability to deliver. Lynas brings technical expertise, global credibility and balance sheet strength to fast-track the development of Caldeira. Together we see a long future leading the development and industrialisation of the rare earths industry in Brazil”.
The Scheme remains subject to an independent expert’s conclusion, regulatory approvals, Meteoric shareholder approval by at least 75% of votes cast and a majority in number of shareholders present and voting, and Court approval. Meteoric intends to dispatch the Scheme Booklet in December 2026, with the Scheme Meeting expected in January 2027 and implementation expected by March 2027, subject to all approvals including relevant Brazilian regulatory approval.