The Offtake Agreement was executed on May 20, 2026 and replaces and supersedes the non-binding letter of intent previously announced by the parties. Production from any subsequent phase of CRML's Tanbreez Project is excluded from the scope of the Offtake Agreement.
The Offtake Agreement establishes a long-term, U.S.-aligned source of heavy rare earth element ("HREE") feedstock for REalloys' downstream separation, metallization, and magnet manufacturing operations, and is a foundational component of the Company's mine-to-magnet strategy serving the U.S. Department of Defense, the U.S. Department of Energy, NASA, the U.S. Defense Industrial Base, and the broader U.S. Organic Industrial Base.
Key Commercial Terms
- Volume. 15% of monthly Phase 1 production from the Tanbreez Project, subject to a ±5% per-delivery operational variance.
- Phase 1 Capacity. CRML has publicly disclosed Phase 1 nameplate capacity of up to 15,000 metric tons of rare earth concentrate per annum.
- Term. Initial 15-year term commencing with first commercial delivery, with extension provisions.
- Pricing. Market-referenced formula pricing with floor-price protection on specified payable elements. Certain payable percentages, recovery assumptions, and floor prices remain subject to finalization in accordance with the terms of the Offtake Agreement.
- Specifications and Qualifications. Concentrate must meet agreed product specifications and pass REalloys' qualification protocols prior to commercial deliveries.
- Long Stop Date. The Offtake Agreement is subject to a five-year-long stop date, after which either party may terminate if first commercial delivery has not occurred.
Tanbreez Project — Ownership and Permitting Milestones
In April 2026, the Government of Greenland approved the transfer of the final 50.5% interest in Tanbreez Mining Greenland A/S to CRML, bringing CRML's total ownership of the Tanbreez Project to 92.5%. The Tanbreez deposit is recognized in CRML's public technical disclosures as one of the largest known HREE deposits globally, with significant content of dysprosium and terbium — the two heavy rare earth elements most critical to high-temperature permanent magnets used in defense, aerospace, and electric mobility applications.
REalloys' Diversified Feedstock and Processing Network
The Offtake Agreement complements REalloys' broader portfolio of rare earth supply, processing, and downstream relationships, including:
- Hoidas Lake (Saskatchewan, Canada) — 100% REalloys-owned rare earth deposit;
- Saskatchewan Research Council Rare Earth Processing Facility (Saskatoon) — separation and processing relationship;
- U.S. Critical Materials Corp. (Sheep Creek, Montana) — strategic alliance and offtake commitment covering one of the highest-grade rare earth deposits in the United States;
- St George Mining Limited (Araxá, Brazil) — supply collaboration; and
- AltynGroup (Kokbulak, Kazakhstan) — supply collaboration.
Together with the Tanbreez offtake, these relationships are designed to deliver a diversified, allied-nation feedstock base supporting REalloys' projected production of dysprosium, terbium, and neodymium metals and alloys at a commercial scale beginning in January 2027 — ahead of the January 1, 2027 effective date of expanded U.S. federal procurement restrictions on Chinese rare earth content.