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METEORIC RESOURCES NL — Capital/Financing Update 2025
Nov 16, 2025
65311_rns_2025-11-16_520a9c62-0db9-4ff0-b6b9-7e089c907d6c.pdf
Capital/Financing Update
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----- Start of picture text ----- ASX ANNOUNCEMENT17 November 2025----- End of picture text -----
Strategic Land Holding Agreement Finalised
Meteoric Resources NL (ASX: MEI - Meteoric or the Company ) advises it has formalised the Sale and Purchase of Mining Rights Agreement ( Agreement ) for the acquisition of 21 Mining Licences (Refer Table 1 below) from Varginha Mineração Ltda. , Minas Rio Mineradora Ltda. and Fertimax Fertilizantes Orgânicos Ltda ( Varginha Parties )[1] for its Caldeira Ionic Clay Rare Earth Project in Brazil ( Caldeira Project ).
Highlights
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Agreement finalises terms for the assignment to Meteoric of 21 Mining & Exploration Licenses, covering an area of 49km[2]
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The Licences are located in the highly prospective southern portion of the Caldeira Project and lie between the Capão do Mel, Soberbo and Figueira Licences
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Consolidates a large, contiguous area covering approximately 67km[2] of land in the highly prospective southern region of the Caldeira Project
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Provides Meteoric with immediate access and ability to identify high grade expansion options for the Caldeira Project, particularly for heavy rare earth elements
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Revised terms preserve the Company cash position whilst providing Varginha Parties with exposure to Meteoric’s share price, as Licences are transferred
Managing Director, Stuart Gale said:
“Finalisation of this Agreement is an important milestone in the continued consolidation and development of the Caldeira Project. Having access to areas immediately adjacent to Capão do Mel, Soberbo and Figueira is a strategic imperative providing the potential to develop a supply of ‘near mine’ high grade heavy and light rare earth material as well as enhancing future expansion options.
Our focus remains firmly on securing the Environmental Licences and completion of the Pilot Plant construction – both of which remain on track. At the same time, it is also important to look to the future of the Caldeira Project and ensure there is a strong, long-term pipeline of high-quality, rare earth feedstock available to supply rapidly growing western market demands.
We are very pleased to have the Varginha family join the Meteoric share register and look forward to their ongoing support.”
Background
In April 2023, Meteoric entered into a binding agreement with the Varginha Parties to acquire the Mining and Exploration Licences (Figure 1). This acquisition solidified Meteoric’s dominant position in the Caldeira and provided a contiguous area of 67km2 in the highly prospective southern regions.
Securing these Mining and Exploration Licences was important for the future strategic development of Meteoric’s high grade areas, providing seamless access to key processing and transportation infrastructure. Figure 1 (below) sets out the areas subject to the Agreement, clearly identifying the significant area and contiguous nature of the southern Mining Licences of the Caldeira Project.
1 Refer ASX release “Significant Strategic Expansion to Tier 1 Caldeira REE Project” dated 24 April 2023.
Meteoric Resources NL I ACN 143 493 118 | Level 1, 35 Ventnor Avenue, West Perth WA 6005 |
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Figure 1 – Caldeira Southern Area Project Map - showing Meteoric’s existing licence areas together with the newly added licenses .
Since April 2023, Meteoric has been working with the Varginha Parties to finalise all terms, remove title encumbrances on and conclude transfers of the Mining Licences.
The following key steps have been achieved to conclude the transfers:
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Meteoric has made the Initial Payments of USD3.5M (Refer Agreement - Material Terms)
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The Varginha Parties have:
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secured removal of all encumbrances that existed on the Mining Licences; and
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assigned five (5) Mining Licences to the Company (Refer Table 1),
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The parties have now executed the Agreement which retains a total acquisition value of USD11.5M with payments restructured as follows:
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Cash Payments – reduced from USD7M to USD3M;
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Share Consideration – increased from USD1M to USD5M; and
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Advance Royalty Payments – increased by USD100,000 per annum
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Meteoric Resources NL I ACN 143 493 118 | Level 1, 35 Ventnor Avenue, West Perth WA 6005 |
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Agreement - Material Terms
| Item | Summary |
|---|---|
| Vendor | •Varginha Mineração Ltda.,•Minas Rio Mineradora Ltda., and•Fertimax Fertilizantes Orgânicos Ltda |
| Initial Payments (2023) | Cash Payments•USD3.5M (Paid in 2023) |
| Revised Consideration | Cash Payments•USD1.5M –paid on 31 October 2025•USD1.5M – to be paid on or before 31 March 2026Share Payments•50M Company shares at a deemed issue price of US10¢ per share2•Shares will be issued proportionally, based upon the size of the area of therelevant Mining Rights, and contingent on the ANM registering andpublishing the Mining Rights in the name of Meteoric. |
| Mining RightsAcquired | •MEI has acquired the exclusive, undisputed right to explore and exploit therare earth (including ‘Y’ (Yttrium)) elements contained in the MiningLicences.•All remaining Mining Licences shall be immediately transferred to Meteoric,subject to the following three exceptions:-Mining Licence ANM 831.269/1992 will be transferred upon ANMregistering the new mineral substance of rare earth and ‘Y’ elements.-Mining Exploration Applications 833.176/2008 & 830.955/2006 will betransferred upon formal grant of permit title by the ANM. |
| Royalty | 1% on the value of rare earth oxides contained in products sold by MEI pursuant tothe Mining Rights. |
| Advance RoyaltyPayment | •USD300,000 per annum, from commencement of production at the CaldeiraProject until mining starts within the area comprising the Mining Rights.•Advance Royalty Payments are recoverable, up to 50% of entitlement inany year, until fully offset. |
| Termination | •Withdrawal by Meteoric, at any time, without restitution.•Material breach by either party. |
2 47 million shares of the Share Consideration Shares will be issued pursuant to Listing Rule 7.1 with the Company agreeing to procure the balance of 3 million shares on market or other similar mechanism if required.
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Meteoric Resources NL I ACN 143 493 118 | Level 1, 35 Ventnor Avenue, West Perth WA 6005 |
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Table 1 – Agreement Licences
| ANM Proceeding | Area (ha) | Status | Holder |
|---|---|---|---|
| 830.443/2018 | 79,24 | Exploration Licence | Fertimax Fertilizantes Orgânicos Ltda. |
| 830.444/2018 | 248,34 | Exploration Licence | Fertimax Fertilizantes Orgânicos Ltda. |
| 833.486/1996* | 79,38 | Mining Application | Meteoric Caldeira Mineracao |
| 833.655/1996* | 249,11 | Mining Application | Meteoric Caldeira Mineracao |
| 833.656/1996* | 80,41 | Mining Application | Meteoric Caldeira Mineracao |
| 833.657/1996* | 68,25 | Mining Application | Meteoric Caldeira Mineracao |
| 834.743/1995* | 283,19 | Mining Application | Meteoric Caldeira Mineracao |
| 002.349/1967 | 74,01 | Mining Licence | Varginha Mineração e Loteamentos Ltda. |
| 833.176/2008 | 634,00 | Exploration Application | Varginha Mineração e Loteamentos Ltda. |
| 830.955/2006 | 1.993,50 | Exploration Application | Varginha Mineração e Loteamentos Ltda. |
| 830.461/2018 | 50,88 | Exploration Tenement | Fertimax Fertilizantes Orgânicos Ltda. |
| 832.193/2012 | 12,46 | Exploration Tenement | Varginha Mineração e Loteamentos Ltda. |
| 831.686/2012 | 6,50 | Exploration Tenement | Varginha Mineração e Loteamentos Ltda. |
| 831.269/1992 | 442,16 | Mining Application | Varginha Mineração e Loteamentos Ltda. |
| 832.572/2003 | 204,49 | Mining Application | Varginha Mineração e Loteamentos Ltda. |
| 833.551/1993 | 98,87 | Mining Application | Varginha Mineração e Loteamentos Ltda. |
| 833.553/1993 | 98,13 | Mining Application | Varginha Mineração e Loteamentos Ltda. |
| 830.697/2003 | 5,38 | Mining Application | Varginha Mineração e Loteamentos Ltda. |
| 832.252/2001 | 51,82 | Mining Application | Varginha Mineração e Loteamentos Ltda. |
| 830.416/2001 | 166,22 | Mining Application | Varginha Mineração e Loteamentos Ltda. |
| 832.146/2002 | 18,95 | MiningApplication | VarginhaMineração eLoteamentosLtda. |
***** Assignment to Meteoric complete.
This release has been approved by the Board of Meteoric Resources NL.
For further information, please contact:
| Stuart Gale | Michael Vaughan |
|---|---|
| Managing Director | Investor and Media Relations |
| Meteoric Resources NL | Fivemark |
| E [email protected] | E [email protected] |
| T +61 8 6166 9112 | T +61 422 602 720 |
Some statements in this document may be forward-looking statements. Such statements include, but are not limited to, statements with regard to capacity, future production and grades, projections for sales growth, estimated revenues and reserves, targets for cost savings, the construction cost of new projects, projected capital expenditures, the timing of new projects, future cash flow and debt levels, the outlook for minerals prices, the outlook for economic recovery and trends in the trading environment and may be (but are not necessarily) identified by the use of phrases such as “will”, “expect”, “anticipate”, “believe” and “envisage”.
By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and may be outside Meteoric’s control. Actual results and developments may differ materially from those expressed or implied in such statements because of a number of factors, including levels of demand and market prices, the ability to produce and transport products profitably, the impact of foreign currency exchange rates on market prices and operating costs, operational problems, political uncertainty and economic conditions in relevant areas of the world, the actions of competitors, activities by governmental authorities such as changes in taxation or regulation.
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Meteoric Resources NL I ACN 143 493 118 | Level 1, 35 Ventnor Avenue, West Perth WA 6005 |