REALLOYS INC. 8-K

What Happened

• REAlloys Inc. announced on May 21, 2026 (8-K filed May 22, 2026) that it entered into a Rare Earth Product Offtake Agreement with Critical Metals Corp., effective May 15, 2026 (agreement signed May 18, 2026).
• Under the deal, Critical Metals (through affiliate Tanbreez Mining Greenland A/S) will supply REAlloys with eudialyte‑derived rare earth concentrate from the Tanbreez project in southern Greenland. The contract has an initial 15‑year term that begins when parties agree on post‑qualification matters and product specs (the “Supply Start Date”).

Key Details

• Volume commitment: REAlloys will purchase 15% of monthly Phase 1 production (±5% per delivery), capped each month at one‑twelfth of 15% of Phase 1’s nameplate capacity (Phase 1 capacity = up to 15,000 metric tons/year; one‑twelfth of 15% = ~187.5 metric tons/month).
• Product mix & recovery: Product expected to contain NdPr, Dy, Tb and Y. Payable percentages anticipated at NdPr 75%, Dy 80%, Tb 80%, Y 35%; recoveries expected >85%.
• Pricing: Each shipment’s price is calculated per payable element using the payable percentage × recovery × contained kg/ton × an Effective Price (the higher of a trailing six‑month average of specified ex‑China indices or an annual‑escalating floor price).
• Logistics & penalties: REAlloys is responsible for ocean transport and import clearance. If REAlloys fails to take delivery (an “Offtaker Shortfall”), it must pay Critical Metals for the shortfall at the month’s average Product Price plus mitigation costs (less proceeds from third‑party sales). Late payments accrue interest at one‑month Term SOFR (floored at 0%) + 3%.

Why It Matters

• The agreement secures a long‑term potential supply source for key rare‑earths (notably NdPr and heavy rare earths like Dy and Tb) that are critical for magnets and other clean‑energy technologies. For investors, this could support REAlloys’ product availability and revenue potential if Phase 1 reaches production and product qualification is achieved.
• Important risk and timing factors are in the contract: the Supply Start Date is contingent on post‑qualification steps and may be delayed (either party may terminate if Supply Start Date has not occurred within five years), and REAlloys’ purchase obligation is limited to Phase 1 volumes and the specified monthly commitment. Payment, delivery, and compliance obligations (and penalties for shortfalls) could affect near‑term cash flows if production or logistics issues arise.