As filed with the U.S. Securities and Exchange Commission on June 30, 2026

Registration No. 333-           

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM F-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

IMC RARE EARTHS LTD
(Exact Name of Registrant as Specified in Its Charter)

Avenida Paulista, 1765, 7th Floor
São Paulo, São Paulo, 0311-930, Brazil
+55 (84) 99173-2523
(Address and Telephone Number of Registrant’s Principal Executive Offices)

Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
302-738-6680
(Name, Address, and Telephone Number of Agent for Service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

EXPLANATORY NOTE

This registration statement contains two prospectuses, as set forth below.

The Resale Prospectus is substantively identical to the Public Offering Prospectus, except for the following principal points:

The registrant has included in this registration statement a set of alternate pages after the back cover page of the Public Offering Prospectus (the “Alternate Pages”), to reflect the foregoing differences in the Resale Prospectus as compared to the Public Offering Prospectus. The Public Offering Prospectus will exclude the Alternate Pages and will be used for the initial public offering by the registrant. The Resale Prospectus will be substantively identical to the Public Offering Prospectus except for the addition or substitution of the Alternate Pages and will be used for the resale offering by the Resale Shareholder.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is declared effective. This preliminary prospectus is not an offer to sell, nor does it seek an offer to buy, these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED            , 2026

PRELIMINARY PROSPECTUS

4,000,000 Ordinary Shares

This is an initial public offering of ordinary shares of IMC Rare Earths Ltd. We are offering 4,000,000 ordinary shares, par value $0.0001 (the “ordinary shares”). The Resale Shareholder (as defined herein) is offering an additional 6,100,000 ordinary shares. We will not receive any of the proceeds from the sale of the ordinary shares by the Resale Shareholder.

Currently, no public market exists for the ordinary shares. We currently expect the public offering price for our ordinary shares to be between $4.00 and $6.00 per ordinary share.

We have applied to list our ordinary shares on the NYSE American (the “NYSE American”) under the symbol “IMC”.

The ordinary shares registered for resale as part of the Resale Prospectus, once registered, will constitute a considerable percentage of our public float. The resale offering will not commence until after the closing of the initial public offering and after the ordinary shares begin trading on the NYSE American. The resale offering is not underwritten and will not be conducted as part of the underwritten initial public offering. After the ordinary shares begin trading, the cover page of the Resale Prospectus will set forth the most recent reported sale price of our ordinary shares on the NYSE American, to be completed by pre-effective amendment. The sales of a substantial number of registered shares could result in a significant decline in the public trading price of our ordinary shares and could impair our ability to raise capital through the sale or issuance of additional ordinary shares. We are unable to predict the effect that such sales may have on the prevailing market price of our ordinary shares. Despite any potential decline in the public trading price of our ordinary shares, the Resale Shareholder may still experience a positive rate of return on its ordinary shares due to the lower price that it acquired the ordinary shares for compared to other public investors, and may be incentivized to sell its ordinary shares when others are not. See “Risk Factors—Risks Related to Investing in Our Ordinary Shares—Future sales of ordinary shares by existing shareholders, including sales pursuant to the Resale Prospectus, may adversely affect the market price of our ordinary shares.”

We are an “emerging growth company” and a “foreign private issuer” as defined under the U.S. federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. Upon completion of this offering, Francesco Scolaro, our Chief Executive Officer and Chair, and entities affiliated with Mr. Scolaro will control approximately 68% of the voting power of our outstanding ordinary shares. As a result, we are considered a “controlled company” within the meaning of the corporate governance standards of the NYSE American. Under these rules, we may elect not to comply with certain corporate governance requirements applicable to most companies listed on the NYSE American. In such case, you will not have the same protections afforded to shareholders of companies that are subject to all of these corporate governance requirements. See “Management—Controlled Company Status” and “Risk Factors—Risks Related to Being a Public Company—We are currently a “controlled company” and, as a result, qualify for and could rely on exemptions from certain corporate governance requirements.”

Investing in our ordinary shares involves risks. See “Risk Factors” beginning on page 15 of this prospectus.

(1) See “Underwriting” for a description of all compensation payable to the underwriters.

We have granted the underwriters an option for a period of 45 days from the closing of this offering to purchase up to additional ordinary shares to cover over-allotments, if any, at the initial public offering price, less underwriting discounts and commissions.

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the ordinary shares against payment in New York, New York on or about      , 2026.

The date of this prospectus is        , 2026.

TABLE OF CONTENTS

Neither we nor the underwriters have authorized anyone to provide any information or to make any representations other than the information contained in this prospectus, any amendment or supplement to this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we may have referred you. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the underwriters have not authorized any other person to provide you with different or additional information. Neither we nor the underwriters are making an offer to sell the ordinary shares in any jurisdiction where the offer or sale is not permitted. This offering is being made in the United States and elsewhere solely on the basis of the information contained in this prospectus. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or any sale of the ordinary shares. Our business, financial condition, results of operations and prospects may have changed since the date on the front cover of this prospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy these ordinary shares in any circumstances under which such offer or solicitation is unlawful.

For investors outside the United States: Neither we nor the underwriters have done anything that would permit this offering or the possession or distribution of this prospectus in any jurisdiction where action for those purposes is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, this offering of ordinary shares and the distribution of this prospectus outside the United States.

Under the rules of the SEC, we are currently eligible for treatment as a “foreign private issuer.” As a foreign private issuer, we will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as domestic registrants whose securities are registered under the Exchange Act of 1934, as amended (“Exchange Act”), and will be exempt from certain other SEC rules applicable to domestic registrants. Moreover, a number of our directors and executive officers are not residents of the United States, and all or a substantial portion of the assets of such persons are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon us or upon such persons or to enforce against them judgments obtained in U.S. courts, including judgments in actions predicated upon the civil liability provisions of the federal or state securities laws of the United States. We have been advised by our legal counsel in the Cayman Islands that it is uncertain as to whether the courts of the Cayman Islands would entertain original actions based on U.S. federal or state securities laws or enforce judgments from U.S. courts against us or our officers and directors which originated from actions alleging civil liability under U.S. federal or state securities laws. See “Enforcement of Civil Liabilities” for additional information.

ABOUT THIS PROSPECTUS

As used in this prospectus, unless the context otherwise requires or otherwise states, references to “IMC”, the “Company”, “we”, “us”, “our” and similar references refer to IMC Rare Earths Ltd, an exempted company incorporated in the Cayman Islands, and its subsidiaries.

Trademarks and Service Marks

We own or have rights to various trademarks, service marks and trade names that we use in connection with the operation of our business. This prospectus may also contain trademarks, service marks and trade names of third parties, which are the property of their respective owners. Our use or display of a third party’s trademarks, service marks, trade names or products in this prospectus is not intended to and does not imply a relationship with, or endorsement or sponsorship by, us. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus may appear without the ®, TM or SM symbols, but the omission of such references is not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, service marks and trade names.

Financial Information

Our audited consolidated financial statements were prepared in accordance with International Financial Reporting Standards (which we refer to as “IFRS”), as issued by the International Accounting Standards Board (which we refer to as the “IASB”), and audited in accordance with auditing standards generally accepted in the United States of America established by the Public Company Accounting Oversight Board (which we refer to as the “PCAOB”).

Our fiscal year ends on March 31 of each year as does our reporting year. Therefore, any references to 2026 and 2025 are references to the fiscal and reporting years ended March 31, 2026 and March 31, 2025, respectively. See Note 2 to our audited consolidated financial statements as of and for the years ended March 31, 2026 and 2025 for a discussion of the basis of preparation of our financial statements.

Our Company’s functional currency and reporting currency is the U.S. dollar, the legal currency of the United States (“USD”, “US$” or “$”).

Rounding

Certain figures and some percentages included in this prospectus have been subject to rounding adjustments. Accordingly, the totals included in certain tables contained in this prospectus may not correspond to the arithmetic aggregation of the figures or percentages that precede them.

Mineral Disclosure

As used in this prospectus, references to the “Technical Report” are to the Technical Report, dated March 27, 2026, relating to the Itarantim Project, our rare earth mining project located in the States of Bahia and Minas Gerais, Brazil (the “Itarantim Project”). The Technical Report was prepared by ERM Australia Consultants Pty Ltd (“ERM”) in accordance with the requirements of subpart 1300 of Regulation S-K—Disclosure by Registrants Engaged in Mining Operations (“S-K 1300”) under the Securities Act of 1933, as amended (the “Securities Act”), which governs disclosure for registrants with material mining operations. ERM is an independent qualified person under S-K 1300, and is not affiliated with IMC Rare Earths Ltd or another entity that has an ownership interest in the property that is the subject of the Technical Report.

A summary of the Technical Report is included as Exhibit 96.1 to our registration statement of which this prospectus forms a part.

Market and Industry Data

This prospectus contains references to market data and industry forecasts and projections, which were obtained or derived from publicly available information, reports of governmental agencies, market research reports, and industry publications and surveys. These sources generally state that the information contained therein has been obtained from sources believed to be reliable, but that the accuracy and completeness of that information is not guaranteed. Although we believe such information to be accurate, we have not independently verified the data from these sources. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and additional uncertainties and risks regarding the other forward-looking statements in this prospectus due to a variety of factors, including those described in the sections entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in the forecasts and projections.

GLOSSARY

Abbreviations

In this prospectus, the following abbreviations are used to express elements:

In this prospectus, the following abbreviations are used to express units of measurement:

Technical Terms

This prospectus utilizes the following defined terms:

The term “heavy rare earth oxides” or “HREO” means oxidized compounds composed of heavier rare earth elements exhibiting high density, magnetic strength and stability.

The term “ionic adsorbed clay” or “IAC” means ionic adsorbed clay deposits, and the term “ionic adsorption deposits” or “IAD” means ionic adsorption deposits in general.

The term “indicated mineral resource” or “indicated resource” under S-K 1300 means that part of a mineral resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling. The level of geological certainty associated with an indicated mineral resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Because an indicated mineral resource has a lower level of confidence than the level of confidence of a measured mineral resource, an indicated mineral resource may only be converted to a probable mineral reserve.

The term “inferred mineral resource” or “inferred resource” under S-K 1300 means that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. The level of geological uncertainty associated with an inferred mineral resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Because an inferred mineral resource has the lowest level of geological confidence of all mineral resources, which prevents the application of the modifying factors in a manner useful for evaluation of economic viability, an inferred mineral resource may not be considered when assessing the economic viability of a mining project, and may not be converted to a mineral reserve.

The term “measured mineral resource” under S-K 1300 means that part of a mineral resource for which quantity and grade or quality are estimated on the basis of conclusive geological evidence and sampling. The level of geological certainty associated with a measured mineral resource is sufficient to allow a qualified person to apply modifying factors, as defined in this section, in sufficient detail to support detailed mine planning and final evaluation of the economic viability of the deposit. Because a measured mineral resource has a higher level of confidence than the level of confidence of either an indicated mineral resource or an inferred mineral resource, a measured mineral resource may be converted to a proven mineral reserve or to a probable mineral reserve.

The term “mineral reserve” under S-K 1300 means an estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the qualified person, can be the basis of an economically viable project. More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted.

The term “mineral resource” under S-K 1300 means a concentration or occurrence of material of economic interest in or on the Earth’s crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction. A mineral resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable. It is not merely an inventory of all mineralization drilled or sampled.

The term “light rare earth oxides” or “LREO” means oxidized compounds composed of rare earth elements that have lower atomic numbers.

The term “magnet rare earth elements” or “MREE” means rare earth elements that exhibit strong magnetic properties.

The term “magnetic rare earth oxides” or “MREO” means magnetic rare earth oxides, which are oxidized compounds composed of rare earth elements that exhibit strong magnetic properties.

The term “Neoproterozoic Itabuna Intrusive Suite” means the group of igneous rocks formed in connection with changes to the São Francisco terrane during the Neoproterozoic era.

The term “probable mineral reserve” under S-K 1300 means the economically mineable part of an indicated and, in some cases, a measured mineral resource.

The term “proven mineral reserve” under S-K 1300 means the economically mineable part of a measured mineral resource and can only result from conversion of a measured mineral resource.

The term “REE” means rare earth elements.

The term “rare earth oxides” or “REO” means oxidized compounds composed of rare earth elements.

The term “total rare earth oxides” or “TREO” means the sum of all rare earth elements in a given sample or deposit, expressed in their oxide form.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements, other than historical facts, in this prospectus are forward-looking statements. Forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believe,” “estimate,” “anticipate,” “expect,” “seek,” “project,” “intend,” “plan,” “may,” “will,” “should,” “could,” “would,” “expect,” “intends,” “potential,” “aim,” “assume,” “forecast,” “guidance,” “may,” “ongoing,” “predict” or “target,” in each case, their negative or other variations or comparable terminology, but the absence of these words does not necessarily mean that a statement is not forward-looking. Such forward-looking statements appear in a number of places throughout this prospectus and include statements regarding our opinions, expectations, beliefs, plans, objectives, assumptions or projections concerning our mineral resources estimates, exploration and development of the Itarantim Project, anticipated results and progress of our operations, results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which the Company operates or intends to operate. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other important factors, which, if they were to ever materialize or prove incorrect, could cause the results of the Company to differ materially from those expressed or implied by such forward-looking statements. You should evaluate all forward-looking statements made in this prospectus in the context of these risks, uncertainties and other factors. Potential risks, uncertainties and other factors include those set forth under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this prospectus, including without limitation:

We caution you that the risks, uncertainties and other factors referred to above and elsewhere in this prospectus may not contain all of the risks, uncertainties and other factors that may affect our future results and operations. Moreover, new risks will emerge from time to time. It is not possible for us to predict all risks. All forward-looking statements in this prospectus are based upon our current expectations and various assumptions and apply only as of the date made and are expressly qualified in their entirety by the cautionary statements included in this prospectus. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information.

Except as required by law, we disclaim any intent to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances.

RISK FACTORS

An investment in our ordinary shares is highly speculative and involves a high degree of risk. You should carefully consider the risks and uncertainties described below and the other information in this prospectus before making an investment in our ordinary shares. Our business, financial condition, results of operations or prospects could be materially and adversely affected if any of these risks occurs, and as a result, the market price of our ordinary shares could decline and you could lose all or part of your investment. This prospectus also contains forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.”

Risks Related to Our Business and Industry

We operate no mines, and the exploration and development of the Itarantim Project, or any other projects we may acquire in the future, into mines is highly speculative in nature, may be unsuccessful, and may never result in the development of an operating mine.

The Itarantim Project is at the exploration stage, and we do not have any interest in any mining operations or mines in development. Mineral exploration and mine development are highly speculative in nature, involve many uncertainties and risks and are frequently unsuccessful. Mineral exploration is performed to demonstrate the dimensions, position and mineral characteristics of mineral deposits, estimate mineral resources, assess amenability of the deposit to mining and processing scenarios and estimate potential deposit size. Once mineralization is discovered, it may take a number of years from the initial exploration phases before mine development and production is possible, during which time the potential feasibility of the project may change adversely. Even if mineralization is discovered, that mineralization may not be economic to mine. A significant number of years, several studies, and substantial expenditures are typically required to establish economic mineralization in the form of mineral reserves, to determine processes to extract the metals and, if required, to construct mining and processing facilities and obtain the rights to the land and the resources (including capital) required to develop the mining operation. In addition, if we discover mineralization that becomes a mineral reserve, it may take several years to a decade or more from the initial phases of exploration until production is possible. During this time, the economic feasibility of production may change. As a result of these uncertainties, we may not be able to successfully develop a commercially viable producing mine.

In addition, whether developing a producing mine is economically feasible will depend upon numerous additional factors, most of which are beyond our control, including the availability and cost of required development capital and labor, movement in the price of commodities, securing and maintaining title to mining tenements as well as obtaining all necessary consents, permits and approvals for the development of the mine. The economic feasibility of development projects is based upon many factors, including the accuracy of mineral resource and mineral reserve estimates; metallurgical recoveries; capital and operating costs; government regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting and environmental protection; and metal prices, which are highly volatile. Development projects are also subject to the successful completion of feasibility studies, issuance of necessary governmental permits and availability of adequate financing. Any of these factors may result in us being unable to successfully develop a commercially viable operating mine.

Our success depends on the exploration, development and operation of the Itarantim Project, an exploration stage project which is currently our main project.

At present, our primary mineral property is the interest that we hold in the Itarantim Project, which is in the exploration stage. Unless we acquire or develop additional mineral properties, we will be solely dependent upon this property and our future success will be largely driven by our ability to explore and develop the Itarantim Project successfully, including the results of such exploration and development efforts. If no additional mineral properties are acquired by us, any adverse development affecting our operations and further exploration or development of the Itarantim Project may have a material adverse effect on our business, financial condition, results of operations or prospects.

We cannot guarantee that our properties will result in the commercial extraction of mineral deposits or mines.

We currently have no operating mines, nor do we have any interest in any active mining operations. The Itarantim Project is at the exploration stage and has never been mined by us nor have we produced any revenue from mining operations. We also have no operating history upon which to base estimates of future operating costs and capital requirements. We may never be able to develop and produce minerals from a commercially viable mineral deposit or mine. Accordingly, it is unlikely that we will realize profits in the short term, and we cannot assure you that we will realize profits in the medium to long term, if any at all. Any profitability in the future from our business will be dependent upon development of mineral deposits and further exploration and development of other economic deposits of minerals, each of which is subject to numerous risk factors. Further, we cannot assure you that, even to the extent mineral deposits have been located, any of our property interests can be commercially mined. The exploration and development of mineral deposits involves a high degree of financial risk over a significant period of time, which a combination of careful evaluation, experience and knowledge of management may not eliminate. While discovery of additional REE deposits may result in substantial rewards, few properties which are explored are ultimately developed into producing mines. Major expenses may be required to construct mining and processing facilities. It is impossible to ensure that our current development and exploration programs will result in profitable commercial mining operations. The profitability of our operations will be, in part, directly related to the cost and success of our development and exploration programs which may be affected by a number of factors. Additional expenditures are required to commercially mine and to construct, complete and install mining and processing facilities in those properties that are actually mined and developed.

We have a limited operating history, currently generate no revenue, and if we are not successful in continuing to advance our business to production, then we may have to scale back or even cease our ongoing business operations.

We have no history of revenues from operations, no earnings and there can be no assurance that we will ever operate profitably. We have limited operating history and are in the exploration stage. The success of our Company is dependent on a successful exploration and development of the Itarantim Project through to production. Our operations are subject to all the risks inherent in the establishment of a developing mining enterprise and the uncertainties arising from the absence of a significant operating history. We may be unable to locate recoverable mineral reserves or operate on a profitable basis. We are in the exploration stage and potential investors should be aware of the difficulties normally encountered by mining enterprises in the exploration stage. If our business plan is not successful, and we are not able to operate profitably, investors may lose some or all of their investment in our company.

The Itarantim Project requires significant additional exploration and technical studies before a development decision can be made, and there can be no assurance that such efforts will be successful.

The Itarantim Project is at an early stage of exploration and development and will require additional work before a determination can be made as to whether it can be developed into a commercially viable mining operation. This work includes, among other things, infill and step-out drilling, geological modeling, metallurgical testing, hydrogeological and geotechnical studies, environmental baseline studies, feasibility studies and permitting activities.

These activities will require significant time and financial resources, and their outcomes are uncertain. There can be no assurance that such work will confirm the technical or economic viability of the project or that we will be able to complete such work on a timely basis or within budget. In addition, delays, cost overruns or adverse results from any of these activities could materially affect our ability to advance the Itarantim Project. If we are unable to complete the necessary exploration and technical studies or if the results are unfavorable, we may be unable to proceed with development of the Itarantim Project, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

The exploration and development of the Itarantim Project is a capital-intensive business that requires the commitment of substantial resources; if we do not have sufficient resources to provide for such exploration and development, it could have a material adverse effect on our business, financial condition, results of operations or prospects.

Our ability to continue the exploration and development of the Itarantim Project requires the commitment of substantial resources and capital expenditures. Our estimated expenses may increase for a variety of factors, including as a result of inflationary pressures. The progress, the amounts and timing of expenditures and the success of the Itarantim Project will depend in part on the following: (i) our ability to timely procure new equipment and materials, certain of which may involve long lead-times, or to repair existing equipment; the ability of service providers or vendors to meet contractually-negotiated delivery or completion deadlines or meet performance specifications or guarantees; maintaining and procuring the permits required for our operations; (ii) if we determine to commence the development of a mine, negotiating contracts for equipment, earthwork, construction, equipment installation, labor and completing infrastructure and construction work following commencement; impact of planned and unplanned shut-downs and delays in our operations; impact of stoppages or delays on construction projects; disputes with contractors or other third parties; negotiating sales and offtake contracts for any planned future production; and (iii) the execution of any joint venture agreements or similar arrangements with strategic partners; and other factors, many of which are beyond our control.

Most of these activities require significant lead times and must be advanced concurrently. Unanticipated costs or delays could have a material adverse effect on our business, financial condition, results of operations or prospects and could require us to seek additional capital, which may not be available on commercially acceptable terms or at all.

We will need additional capital to explore and develop the Itarantim Project. If we cannot raise this additional capital, we will not be able to continue to explore and develop the Itarantim Project, and our business could fail.

We will need additional capital to continue our exploration and development efforts. In addition, even if we establish mineral resources in commercially exploitable quantities at the Itarantim Project, we will be required to expend substantial resources to establish the extent of the resource, engage in drilling operations and develop extraction and processing facilities (or make arrangements therefor) and infrastructure. We currently do not have adequate capital to develop necessary facilities and infrastructure and will need to raise additional funds. There can be no assurance that financing sources will continue to be available to finance our operations, that the discovery of commercially exploitable deposits will be significant enough to justify commercial operations or that we will be able to raise the funds required for development on a timely basis. Future financings may not be available on a timely basis, in sufficient amounts, or on terms acceptable to us, if at all. If we cannot raise the necessary capital to continue exploration and development of the Itarantim Project, our business may fail.

Additionally, there are significant uncertainties in the capital markets impacting the availability of financing for the purposes of mineral exploration and development, including uncertainties relating to the global economy, increasing geopolitical risk, increasing volatility in REE prices, as well as increasing volatility in the foreign currency exchange markets. Our intended operations are also exposed to various levels of regulatory, economic, political and other risks and uncertainties that may impact our ability to raise new capital.

Furthermore, any debt financings or other financings through the sale and issuance of securities senior to our ordinary shares will likely include financial and other covenants that will restrict our flexibility. Any failure to comply with these covenants would have a material adverse effect on our business, financial condition, and prospects because we could lose our existing sources of financing and/or impair our ability to secure new sources of funding. If we do not obtain additional financing, our mining operations may never commence, in which case you may lose the entirety of your investment in us.

We have a history of negative operating cash flows and net losses, and we have never achieved and may never achieve or sustain profitability.

We have a history of negative operating cash flows and net losses. We expect to continue to incur negative operating cash flows and net losses until such time as the Itarantim Project generates sufficient revenues to fund our continuing operations. We had negative cash flows from operating activities of approximately $2.7 million and $1.5 million during the years ended March 31, 2026 and March 31, 2025, respectively. We also had net losses of approximately $3.2 million and $2.1 million for the years ended March 31, 2026 and March 31, 2025, respectively. Given our history of negative operating cash flows and net losses, and potential future negative operating cash flows and net losses, we expect to use the net proceeds from this offering to fund our continuing operations. See “Use of Proceeds”.

Additionally, we have never achieved and may never achieve or sustain profitability. To become and remain profitable, we must succeed in generating significant revenues from the Itarantim Project, which will require us to be successful in a range of challenging activities and is subject to numerous risks, including the risk factors set forth in this “Risk Factors” section. Furthermore, we may encounter unforeseen difficulties, complications, delays and other unknown factors which may adversely affect our revenues, expenses and profitability. Our failure to achieve or sustain profitability would depress our market value, could impair our ability to execute our business plan, raise capital or continue our operations, and could cause our shareholders to lose all or part of their investment.

Our mineral resource is entirely classified as inferred and may not support the economic viability of the Itarantim Project.

All of the mineral resources currently identified for the Itarantim Project are classified as inferred mineral resources. Inferred mineral resources have the lowest level of geological confidence under S-K 1300 and are subject to significant uncertainty as to their existence, continuity, grade and economic viability. Inferred mineral resources may not be considered when assessing the economic viability of a mining project and cannot be converted into mineral reserves without substantial additional exploration and analysis.

There is no assurance that further exploration work will result in the reclassification of inferred mineral resources into indicated or measured mineral resources or that any mineral resources will ultimately be converted into mineral reserves. In addition, as additional geological data becomes available through infill drilling, sampling or other exploration activities, the size, grade, continuity or overall estimate of the mineral resources may change materially, and such changes may be adverse. If our mineral resources are not upgraded or are materially reduced, the economic viability of the Itarantim Project could be adversely affected, and we may not be able to develop a commercially viable mining operation.

Our metallurgical test work is preliminary and may not be indicative of commercial-scale processing performance.

Metallurgical test work conducted to date for the Itarantim Project has been limited in scope and primarily performed at laboratory scale. While such testing indicates that the mineralization may be amenable to extraction using certain leaching methods, laboratory results may not accurately reflect performance at commercial scale. Differences in ore variability, scale-up factors, processing conditions, reagent consumption, recovery rates, environmental controls and operational constraints may result in materially different outcomes in a full-scale mining and processing operation.

We have not yet completed pilot-scale or commercial-scale metallurgical testing, and there can be no assurance that the recovery rates, processing costs or operational efficiencies assumed in our development plans will be achieved. If actual metallurgical performance is lower than expected or costs are higher than anticipated, the economic viability of the Itarantim Project could be materially adversely affected, which in turn could have a material adverse effect on our business, financial condition, results of operations and prospects.

Our current drilling density and exploration coverage may be insufficient to support reliable geological interpretations and resource estimates.

The current drilling density and spatial distribution of exploration data across the Itarantim Project are limited and may not be sufficient to adequately define the geometry, continuity and grade variability of the mineralization. Significant portions of the Itarantim Project area remain sparsely explored or unexplored, and existing drill spacing may be too wide to capture variations in mineralization, including localized high-grade or low-grade zones.

As a result, our current geological interpretations and mineral resource estimates are based on limited data and may not accurately reflect the actual characteristics of the deposit. Additional drilling, including infill drilling at closer spacing and step-out drilling in unexplored areas, will be required to improve geological confidence. Such work may reveal discontinuities, lower grades, or other adverse geological features that could materially reduce the estimated size or quality of the mineral resource. If our exploration efforts do not confirm the continuity or grade of mineralization as currently interpreted, our business, financial condition, results of operations and prospects could be materially adversely affected.

Our mineral resource estimates and technical models rely on limited and potentially non-representative data, which may result in inaccuracies.

Any figures presented for mineral resources in this prospectus, including our mineral resource estimates and related technical models, block models, grade interpolation and tonnage calculations, are based on a limited dataset, including a relatively small number of drill holes, sampling points and density measurements. Certain key technical parameters, such as bulk density, may be derived from a limited number of samples and may not fully capture variability across the deposit. In addition, some datasets may not have been independently verified to the extent required for higher-confidence resource classifications.

If the underlying data is incomplete, inaccurate or not representative of the deposit as a whole, our resource estimates may be materially overstated or understated. Future exploration, testing or analysis may identify discrepancies in the data or require adjustments to key assumptions, which could result in material revisions to our resource estimates. Any such revisions could adversely affect our assessment of the Itarantim Project’s economic viability and could have a material adverse effect on our business, financial condition, results of operations and prospects.

The prices of the minerals for which we are principally exploring change on a daily basis, and a substantial or extended decline in the prices of these minerals could adversely affect our ability to raise capital, conduct exploration activities, and develop or operate a mine.

Our business, financial performance and prospects will be significantly affected by fluctuations in the prices of the MREEs we are principally exploring for. The prices of MREEs are volatile, can fluctuate substantially and are affected by numerous factors that are beyond our control, including prevailing interest rates and returns on other asset classes; expectations regarding inflation, monetary policy and currency values; speculative activities; governmental and foreign exchange rate decisions; decisions regarding the creation and disposal of mineral stockpiles; changes in trade policies, such as the implementation of tariffs, sanctions, import or export restrictions or other barriers to trade, in significant markets for MREEs, including China, the United States or the European Union; structural changes in demand including electrification; the availability and costs of metal substitutes; the location and the demand for products containing these key minerals; technological changes and changes in industrial processes, as well as economic slow-downs or recessions.

We cannot predict the effect of these factors on REE prices. Significant and/or prolonged reductions in REE prices could adversely affect the viability of the Itarantim Project and our ability to raise capital, and if not considered viable for exploration and resource evaluation activities, could cause us to delay, halt or stop exploration and development activities altogether. If we are operating a producing mine at the time of such reduction, we would expect to suffer decreasing revenues and profitability which could adversely affect our results of operations, prospects and financial condition.

Significant and/or prolonged increase in MREE prices for these minerals may decrease the demand for these minerals and increase the demand for substitute minerals. A fall in demand could also decrease MREE prices, thereby reducing the attractiveness of conducting exploration activities for MREE. A fall in demand may also adversely affect our ability to raise capital and develop or operate a mine. In addition, an increase in worldwide supply, and consequent downward pressure on prices, may result over the longer term from increased mineral production from mines developed or expanded as a result of current MREE price levels.

The success of our business will depend, in part, on the growth of existing and emerging uses for rare earth products.

Our strategy is to produce REE that are used in critical existing and emerging technologies, such as hybrid and electric vehicles, wind turbines, robotics, medical equipment, military equipment and other high-growth, advanced motion technologies. The success of our business depends on the continued growth of these end-markets and the successful commercialization of rare earth products in such markets. If the market for these critical existing and emerging technologies does not grow as we expect, grows slower than we expect, or if the demand for our products in these markets decreases, then our business, prospects, financial condition and operating results could be harmed. In addition, the market for these technologies, particularly in the automotive industry, tends to be cyclical, which exposes us to increased volatility, and it is uncertain as to how such macroeconomic factors will impact our business. Any unexpected costs or delays in the manufacturing of separated REE products or rare earth magnets, or less than expected demand for the critical existing and emerging technologies that use rare earth products, could have a material adverse effect on our financial condition, results of operations or prospects.

An increase in the global supply of rare earth carbonate, dumping, predatory pricing and other tactics designed to inhibit our further downstream integration by our competitors may adversely affect the economic viability of the Itarantim Project.

The pricing of and demand for rare earth carbonate are influenced by factors beyond our control, including global macroeconomic conditions and shifts in the worldwide supply and demand for rare earth oxide (REO) products. China currently accounts for the significant majority of global separated REO production and continues to dominate the manufacturing of metals and magnets derived from rare earths — capabilities that are not presently available at scale in the United States. In recent years, the Chinese rare earth industry has undergone substantial restructuring, further consolidating control of production within state-owned enterprises. Chinese producers or other market participants may engage in predatory pricing or other competitive practices intended to limit the development of new entrants or inhibit our downstream integration. Additionally, any increase in the supply of rare earth carbonate from other nations or intensified global competition could result in lower product prices, reduced margins, or the loss of potential market share. Should these factors persist or worsen, the revenues expected from the Itarantim Project could decline to levels that render such projects uneconomic, which could materially and adversely affect our business, financial condition, and prospects.

Mineral resource estimates, and any mineral reserve estimates we may declare, may change adversely and such changes may negatively impact the viability of developing a mineral project into a mine.

Estimated mineral resource estimates, and any mineral reserve estimates we may declare, may have to be recalculated based on changes in commodity prices, further exploration or development activity, loss or change in permits or actual production experience. Such changes could adversely affect estimates of the volume or grade of mineralization, estimated recovery rates or other important factors that influence mineral resource estimates. The extent to which our mineral resources may ultimately be reclassified as mineral reserves depends on the demonstration of their profitable recovery and economic mineability.

In addition, mineral resource estimates have been determined and valued based on assumed future metal prices, cut-off grades and operating costs that may prove to be inaccurate. Extended declines in the market price for MREEs may render portions of our mineralization uneconomic and result in reduced reported volume and grades, which in turn could have a material adverse effect on our financial performance, financial position, results of operations or prospects, as well as a reduction in the amount of mineral resources. In addition, inferred mineral resources have a great amount of uncertainty as to their existence and their economic and legal feasibility. You should not assume that any part of an inferred mineral resource will be upgraded to a higher category or that any of the mineral resources will be reclassified as mineral reserves. In addition, it may not be possible to economically mine or process any of our mineral resources.

Material changes in mineral resources, if any, grades, stripping ratios or recovery rates may affect the economic viability of any project. Our future growth and productivity will depend, in part, on our ability to develop and maintain commercially mineable mineral rights at our existing properties or identify and acquire other commercially mineable mineral rights, and on the costs and results of continued exploration and potential development programs.

Our future capital and operating cost estimates at the Itarantim Project may not be accurate.

Capital and operating cost estimates made in respect of the Itarantim Project may not prove to be accurate. Capital and operating costs are estimated based on the interpretation of geological data, feasibility studies, anticipated climatic conditions and other factors. Any of the following events, among the other events and uncertainties described herein, could affect the ultimate accuracy of such estimates: unanticipated changes in grade and tonnage of ore to be mined and processed; incorrect data on which engineering assumptions are made; delay in construction schedules and unanticipated transportation costs; the accuracy of major equipment and construction cost estimates; labor negotiations; changes in government regulation (including regulations regarding prices, cost of consumables, royalties, duties, taxes, permitting and restrictions on production quotas on exportation of minerals); and title claims.

Our growth strategy and future exploration and development efforts may be unsuccessful.

In addition to our exploration and development of the Itarantim Project, we may seek to acquire additional mineral interests or merge with or invest in new companies or opportunities to grow our business. A failure to make acquisitions or investments may limit our growth. In pursuing acquisition and investment opportunities, we face competition from other companies having similar growth and investment strategies, many of which may have substantially greater resources than us. Competition for these acquisitions or investment targets could result in increased acquisition or investment prices, higher risks and a diminished pool of businesses, services or products available for acquisition or investment. Additionally, if we lose or abandon our interest in the Itarantim Project, there is no assurance that we will be able to acquire another mineral property of merit or that such an acquisition would be approved by applicable regulators.

We face risks related to minerals extraction, exploration and site construction.

It is impossible to ensure that the current and future exploration programs or feasibility studies on our existing properties will establish reserves. Whether it will be economically feasible to extract REEs depends on a number of factors, including, but not limited to: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; sales prices; minerals extraction, processing and transportation costs; the willingness of lenders and investors to provide project financing; labor costs and possible labor strikes; and governmental regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting materials, foreign exchange, environmental protection, employment, worker safety, transportation, and reclamation and closure obligations. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in us receiving an inadequate return on invested capital. In addition, we are subject to the risks normally encountered in the minerals extraction industry, such as: the discovery of unusual or unexpected geological formations; accidental fires, floods, earthquakes or other natural disasters; unplanned power outages and water shortages; controlling water and other similar extraction hazards; operating labor disruptions and labor disputes; the ability to obtain suitable or adequate machinery, equipment, or labor; our liability for pollution or other hazards; and other known and unknown risks involved in the conduct of exploration and operation of minerals extraction sites. The nature of these risks is such that liabilities could exceed any applicable insurance policy limits or could be excluded from coverage. There are also risks against which we cannot insure or against which we may elect not to insure. The potential costs which could be associated with any liabilities not covered by insurance, or in excess of insurance coverage, or compliance with applicable laws and regulations may cause substantial delays and require significant capital outlays, adversely affecting our results of operations and financial viability.

Suitable infrastructure may not be available for exploration or development of the Itarantim Project or damage to existing infrastructure may occur.

Mining, processing, development and exploration activities depend on adequate infrastructure. Reliable roads, bridges, port and/or rail transportation, power sources, water supply and access to key consumables are important determinants for capital and operating costs. The lack of availability on acceptable terms or the delay in the availability of any one or more of these items could prevent or delay exploration, development or exploitation of the Itarantim Project. If adequate infrastructure is not available, the future exploration, development or mining of the Itarantim Project may not be commenced or completed on a timely basis, or at all, the resulting operations may not achieve the anticipated development or mine production results, and any exploration, construction and operating costs associated with the future exploration, development or mining of the Itarantim Project may be higher than anticipated. Shortages of water supply, critical spare parts, maintenance service and new equipment and machinery may adversely affect our future exploration, development or mining of the Itarantim Project.

Our operations are subject to extensive government regulation, and changes in applicable laws or the failure to obtain or maintain required permits could adversely affect our business.

Our exploration, development, and future mining operations are subject to a wide range of laws, regulations, and governmental policies relating to the exploration, extraction, and processing of mineral resources; environmental protection; health and safety; labor standards; and taxation. These include, among others, laws governing the removal of natural resources from the ground, the discharge of materials into the environment, and the design and use of drilling methods and equipment. Compliance with these requirements requires us to obtain and maintain numerous permits, licenses, and approvals from governmental authorities. Our ability to continue the exploration and development of the Itarantim Project is subject to permits granted to us by Brazil’s primary federal regulatory authority, Agência Nacional de Mineração (“ANM”). Currently our permits allow us to conduct geological surveys and mapping, geophysical and geochemical surveys, drilling, opening of visitable excavations and carrying out surveys of the mineral body, tests on the processing of ores or useful mineral substances, to obtain concentrates in accordance with market specifications or for industrial use. The continuation of this work is dependent on the renewal of our permit. In addition, except in extraordinary cases in which ANM authorizes the extraction of minerals in an area titled prior to the granting of the mining concession, we cannot extract any minerals from the Itarantim Project until we are granted a mining concession by the ANM and other applicable licenses, such as environmental licenses. There can be no assurance that such permits or licenses will be granted, renewed, or maintained in a timely manner, or on commercially reasonable terms, or that the conditions of existing permits will not be amended or revoked. Delays or failures in obtaining or maintaining these authorizations could materially adversely affect our ability to carry out exploration, development, or production activities.

Environmental, safety, and other legal standards may also change over time, and new regulations or policies may be introduced or interpreted in a way that increases compliance costs, restricts planned operations, or otherwise adversely affects our business. Compliance with evolving regulatory frameworks may cause substantial delays or require capital expenditures in excess of those currently anticipated. Moreover, we may be subject to liability for environmental damage or pollution, which may not be fully covered by insurance due to prohibitive premiums or exclusions from coverage. In addition, the future taxation of mining operators is inherently uncertain, and any unfavorable changes in tax laws, rates, or interpretations could have a material adverse effect on our financial condition, results of operations, and prospects.

See the section titled “Business—Regulatory Overview” for a more detailed description of the laws that may affect our exploration and exploitation activities.

Our long-term success depends, in part, on our ability to negotiate and enter into binding offtake or sales agreements with, and deliver our product to, third party customers on commercially viable terms. This may not occur or, if it should occur, such offtake arrangements may expose us to risks.

If we are successful in developing the Itarantim Project into an operating mine, our long-term success will depend in part on our ability to identify target customers and convert such contacts into meaningful orders or expand on current customer relationships. We do not currently have any revenue or sales agreements with customers in place, and we can make no guarantee that we will be able to enter into such arrangements. If we are unable to negotiate, finalize or maintain such agreements and satisfy the conditions thereto in order to enter into definitive agreements, or are only able to do so on terms that are unfavorable to us, we will not be able to generate any revenue, which would have a material adverse effect on our business, prospects, operating results and financial condition.

In addition, we may enter into joint ventures, partnership arrangements, or offtake agreements with other parties in relation to the exploration, development, and production of the properties in which we have an interest. Any failures of these parties to meet their obligations to us or to third parties, or any disputes with respect to the parties’ respective rights and obligations, could have a material adverse effect on us, the development and production at our properties, including the Itarantim Project, and on future joint ventures, if any, or their properties, and therefore could have a material adverse effect on our results of operations, financial performance, cash flows and the price of our ordinary shares.

Title to surface and mineral rights within the Itarantim Project may be uncertain or defective, which could put our investment in such properties at risk.

Title to our properties may be challenged, and we may not have, or may not be able to obtain, all necessary surface rights to develop the Itarantim Project. An unknown title defect on the Itarantim Project (or any portion thereof) could adversely affect our ability to explore, develop and/or mine the Itarantim Project and/or process the minerals that we may mine in the future. In addition to termination, failure to make timely tenement maintenance payments and otherwise comply with applicable laws, regulations and local practices relating to mineral right applications and tenure could result in reduction or expropriation of entitlements.

Title insurance is generally not available for mineral projects, or where available, is cost prohibitive, and our ability to ensure that we have obtained secure claim to individual mineral projects or mining tenements may be severely constrained. We rely on title information and/or representations and warranties provided by the grantors. Any challenge to our title could result in litigation, insurance claims and potential losses, hinder our access to capital, delay the exploration and development of a property and ultimately result in the loss of some or all of our interest in the mineral project. A successful challenge could also result in our not being compensated for our prior expenditures relating to the property.

Our mining operations may be impaired due to restrictions on the acquisition or lease of rural properties by foreign investors or by Brazilian entities under foreign control or with the majority of its capital stock held by foreign persons.

Pursuant to applicable Brazilian laws and regulations, including Decree No. 74965/1974, Opinion CGU/AGU dated as of August 23, 2010, issued by the General Counsel of the Federal Government Office of Brazil (which we refer to as “Opinion CGU/AGU”), foreign individuals and foreign legal entities are subject to restrictions on the acquisition or lease of rural properties in Brazil. Such restrictions also apply to Brazilian legal entities controlled by foreign investors or with the majority of their capital stock held by foreign investors, such as in the case of Niobium, our operating subsidiary. As such, our future ownership and/or possession of any rural properties in Brazil may be subject to legal challenges, and our operations at the Itarantim Project may be impaired due to such restrictions on the acquisition or lease of rural properties.

The legality of Opinion CGU/AGU has been, and is currently being, challenged, however, prior challenges to Opinion CGU/AGU have been unsuccessful. Under current Brazilian laws and regulations, a foreign investor may only acquire or lease rural property in Brazil, in compliance with Opinion CGU/AGU, if certain conditions are met, including, among others, that (i) foreign investors obtain approvals from the Brazilian National Institute of Rural Settlement and Agrarian Reform and from the applicable Ministries; (ii) the aggregate amount of rural property held by a foreign investor does not exceed 25% of the total surface area of the municipality in which such property is located; (iii) the acquisition of areas in excess of 100 indefinite exploitation modules will be subject to prior approval by the Brazilian Congress; (iv) the acquisition must be formalized by means of a public deed of sale and purchase; and (v) the acquisition of rural properties located at or near Brazil’s border areas is subject to the fulfilment of additional requirements, such as the prior authorization by the Brazilian National Defense Council. Pursuant to these laws and regulations, any agreements relating to the acquisition, lease, purchase or direct or indirect ownership or possession of rural properties by foreign individuals or entities, as well as any agreements relating to corporate changes which might imply indirect acquisition or lease of rural properties by foreign individuals or entities, may be considered null and void. Thus, our future ownership and/or possession of any rural properties in Brazil could be subject to legal challenges and/or be considered null, any of which could result in a material adverse effect on our business, results of operations, financial condition, and cash flows.

The failure to acquire, lease, purchase, or obtain rights to occupy all of the land intended for the operation of the Itarantim Project could adversely impact our development of the Itarantim Project.

We have rights of access to or have rights to occupy, through Niobium, the properties on which the facilities and infrastructure for the Itarantim Project will be located. The Research Permits grant the right to access the land for which the permits cover. The right to access the land does not confer control or economic benefits. This includes the land on which our proposed facilities and infrastructure for the Itarantim Project will be located. We intend to conduct administrative land regularization proceedings with applicable Brazilian governmental agencies (such as the Brazilian National Institute of Rural Settlement and Agrarian Reform, the Brazilian Ministry of Industry and Trade, and other agencies), the purpose of which is to acquire ownership of these properties. As of the date of this prospectus, we have not yet commenced any land regularization proceedings, which will generally be conducted in accordance with Opinion CGU/AGU (as more fully described in “Business—Land Access”). There is no guarantee that such applicable Brazilian governmental agencies will issue administrative decisions approving our acquisition and ownership of such properties on a timely basis or at all, as our acquisition of properties in Brazil will depend on us following the applicable legal procedures and meeting the required legal standards, which will be assessed by such applicable Brazilian governmental agencies within an uncertain timeline.

If we fail to acquire the properties to which we currently have rights of access, or renew the lease agreements for, or acquire, we may be forced to find replacement sites for our facilities at the Itarantim Project, which sites may be less convenient or difficult to access, which in turn would increase the time and/or costs to develop and construct the Itarantim Project, decrease productivity at the Itarantim Project once operational, and adversely affect our business, results of operations, and financial condition.

Land reclamations and mine closures may be burdensome and costly.

Land reclamation and mine closure requirements are generally imposed on mining companies, such as ours, which could require us, among other things, to minimize the effects of land disturbance. Such requirements may include controlling the discharge of potentially dangerous effluents from a site and restoring a site’s landscape to its pre-exploration form. The actual costs of land reclamations and mine closures are uncertain and planned expenditures may differ from the actual expenditures incurred. Therefore, the amount that we may be required to spend could be materially higher than any current or future estimates. Any additional amounts required to be spent on land reclamations and mine closures may cause us to alter our operations, and may have a material adverse effect on our results of operation and financial condition. Additionally, we may be required to maintain financial assurances, such as letters of credit, to secure reclamation obligations under certain laws and regulations. The failure to acquire, maintain or renew such financial assurances could subject us to fines and penalties or suspension of our operations. Letters of credit or other forms of financial assurance may represent only a portion of the total amount of money that will be spent on reclamation over the life of a mine’s operations.

Outbreaks, epidemics or pandemics could have an adverse effect on our business.

Outbreaks of infectious diseases, epidemics or pandemics can significantly and adversely affect the national and global economy and commodity and financial markets. Impacts may include, among other things, extreme volatility in financial markets, a slowdown in economic activity, extreme volatility in commodity prices and a global recession. Outbreaks, epidemics or pandemics may lead to significant restrictions on travel, temporary business closures, quarantines, and a general reduction in consumer activity and sentiment globally and may impact our business and operations by, among others, increasing the cost of operations, causing shipping delays, reducing employee productivity, limiting travel of our personnel, adversely affecting the health and welfare of our personnel, or preventing or delaying important third-party service providers from performing normal and contracted activities crucial to the operation of our business.

Decisions beyond our control, such as canceled events, restricted travel, barriers to entry, temporary closures or limited availability of county, state or federal government agencies, or other factors may affect our ability to perform mining operations, corporate activities, and other actions that would normally be accomplished without such limitations. The extent to which an outbreak, epidemic or pandemic will impact our operations, our business and the economy is highly uncertain and will also depend on future developments that cannot be predicted, including new information which may emerge concerning the severity of the disease, the duration and spread of the outbreak, including the spread of variants, the scope of travel restrictions imposed, mandatory or voluntary business closures, the impact on businesses and financial and capital markets, and the extent and effectiveness of actions taken throughout the world to contain the virus or treat its impact, including the effectiveness and availability of vaccines. We cannot predict the impact of an outbreak, epidemic or pandemic, but it may adversely affect our business, financial condition, results of operations or prospects.

We depend on the continued service of key personnel and face significant competition in attracting and retaining qualified employees.

Our success depends heavily on the performance, expertise and continued service of our Chief Executive Officer, other key members of our leadership team, and our technical, financial and operational personnel. The loss of any of these individuals could adversely affect our ability to execute our business strategy, advance our exploration and development activities, and operate efficiently. We do not maintain “key person” insurance for any of our executives or employees.

The number of individuals with the specialized skills required for the acquisition, exploration, development and operation of rare earth mining projects is limited, and competition for such personnel is intense. As our business grows, we will require additional qualified financial, administrative, geologic, mining and operational staff, and we may not be successful in attracting, training or retaining these individuals. Certain areas in which we operate are highly competitive, and we may experience delays or vacancies in filling key roles, or be required to incur significant costs to recruit and retain experienced personnel. If we fail to attract and retain the personnel necessary to support our business, our exploration and development activities could be delayed or reduced, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

The development of the Itarantim Project or any other projects we may acquire in the future into an operating mine will be subject to all of the risks associated with establishing and operating new mining operations.

If the development of the Itarantim Project or any other projects we may acquire in the future is found to be economically feasible and we seek to develop an operating mine, the development of such a mine will require obtaining permits and financing the construction and operation of the mine itself, processing plants and related infrastructure. As a result, we will be subject to certain risks associated with establishing new mining operations, including:

In addition, we may find that the costs, timing and complexities of developing the Itarantim Project or any other future projects to be greater than we anticipated. Cost estimates may increase significantly as more detailed engineering work is completed on a project. It is common in mining operations to experience unexpected costs, problems and delays during construction, development and mine start-up. Accordingly, our activities may not result in profitable mining operations at our mineral properties.

If we determine to commence mine construction or development, delays in the performance of any of the contractors, suppliers, consultants or other persons on which we are dependent in connection with our construction activities, delay in or failure to receive the required governmental approvals and permits in a timely manner or on reasonable terms or termination of any required approvals or permits, or a delay in or failure in connection with the completion and successful operation of the operational elements of new mines could delay or prevent the construction and start-up of new mines.

The Itarantim Project is at the exploration stage, and we do not expect to undertake any mine construction or development at this time. If we determine to commence mine construction or development, the success of any such construction projects and the development of new mines by us at the Itarantim Project will be subject to a number of factors including the availability and performance of engineering and construction contractors, mining contractors, suppliers and consultants, the receipt of required governmental approvals and permits in connection with the construction of mining facilities, the conduct of mining operations (including environmental permits), and the successful completion and operation of injection and extraction wells, among other operational elements. Any delay in the performance of any one or more of the contractors, suppliers, consultants or other persons on which we are dependent in connection with our construction activities, delay in or failure to receive the required governmental approvals and permits in a timely manner or on reasonable terms or termination of any required approvals or permits, or a delay in or failure in connection with the completion and successful operation of the operational elements of new mines could delay or prevent the construction and start-up of new mines as planned. There can be no assurance that future construction and start-up plans implemented by us will be successful, that we will be able to obtain sufficient funds to finance construction and start-up activities, that personnel and equipment will be available in a timely manner or on reasonable terms to successfully complete construction projects, that we will be able to obtain all necessary governmental approvals and permits or that the construction, start-up and ongoing operating costs associated with the development of new mines will not be significantly higher than anticipated by us. Any of the foregoing factors could adversely impact our business, financial conditions, results of operations or prospects.

The Itarantim Project has no operating history upon which to base estimates of future cash flow. The capital expenditures and time required to develop new mines or other projects are considerable and changes in costs or construction schedules can affect project economics. Thus, it is possible that actual costs may change significantly, and economic returns may differ materially from our estimates.

Commercial viability of a new mine or development project is predicated on many factors such as estimation of mineral reserves, anticipated metallurgical recoveries, environmental considerations and permitting and anticipated capital and operating costs of the Itarantim Project, as well as available capital to develop such project. Development projects are subject to the completion of successful feasibility studies and environmental assessments, issuance of necessary governmental permits and availability of adequate financing. Development projects are uncertain, and it is possible that actual capital and operating costs and economic returns will differ significantly from those estimated for a project prior to production. Consequently, there is a risk that start-up of new mine and development projects at the Itarantim Project may be subject to write-down and/or closure as they may not be commercially viable.

Because of the dangers involved in the mining of minerals and the manufacture of mineral products, there is a risk that we may incur liability or damages as we conduct our business.

The mining of minerals and the manufacture of mineral products involve numerous hazards that could cause bodily harm or environmental damage and subject us to liability. These hazards include: groundwater, surface water or soil contamination; radiation exposure; chemical hazards; environmental hazards; industrial accidents and/or processing upsets; periodic interruptions due to inclement or hazardous weather conditions or other acts of God; and mechanical equipment failure and facility performance problems.

Although we maintain insurance to address certain risks involved in our business, such as coverage for property damage, business interruption, natural disasters, terrorism and workers compensation, there can be no assurance that our coverage will be adequate for liabilities incurred or that insurance will continue to be available to us on economically reasonable terms. Additionally, we cannot be certain that all claims we may make under our insurance policies will be deemed to be within the scope of, or fully covered by, our policies. We might also become subject to liability for environmental issues, damage or other hazards that may be uninsurable or for which we may elect not to insure because of premium costs or commercial impracticality. These policies contain limits of coverage and exclusions that are typical of such policies generally. The payment of such premiums, or the assumption of such liabilities, may have a material adverse effect on our financial position, results of operations or prospects.

Severe adverse weather conditions may adversely affect our business operations.

We are subject to environmental risks which could harm our results of operations or prospects and increase our costs and expenses. The occurrence of severe adverse weather conditions, including increased temperatures, hail, droughts, fires, floods, mudslides or landslides may have an adverse impact on our operations. Adverse weather may result in delays to our exploration activities, physical damage to our operations, instability of infrastructure and equipment, washed-out roads to the Itarantim Project, and alter the supply of water and electricity to the Itarantim Project site. Increased temperatures may also decrease worker productivity at the Itarantim Project and raise cooling costs. Should the impacts of adverse weather conditions be material in nature or occur for lengthy periods of time, our business, financial condition, results of operations or prospects could be adversely affected.

The presence or lack of water may adversely affect our future mining operations.

Any future mines that we may develop will require the use of significant quantities of water for mining activities, processing and related auxiliary facilities. Water usage, including extraction, containment and recycling requires appropriate permits granted by governmental authorities.

Water may not be available in sufficient quantities to meet our future production needs and may not prove sufficient to meet our water supply needs. In addition, necessary water rights may not be granted and/or maintained. A reduction in our water supply could adversely affect our business, results of operations, prospects and financial condition. This and we have not yet obtained the water rights to support some of our potential development activities and our inability to obtain those rights could prevent us from pursuing those activities.

Our reputation could be damaged, including as a result of the actual or perceived occurrence of any number of events, and could include any negative publicity, whether true or not, which could have an adverse impact on our financial performance, cash flows and prospects.

As a result of the increased usage and the speed and global reach of social media and other web-based tools used to generate, publish and discuss user-generated content and to connect with other users, companies today are at a much greater risk of being perceived negatively in the marketplace. Damage to our reputation can be the result of the actual or perceived occurrence of any number of events, and could include any negative publicity, whether true or not. We place a great emphasis on protecting our image and reputation, but we do not ultimately have direct control over how it is perceived by others. Reputation loss may lead to increased challenges in developing and maintaining community relations, decreased investor confidence and an impediment to our overall ability to advance the Itarantim Project, thereby having a material adverse impact on financial performance, cash flows and prospects.

Reputation loss, including reputation loss by other mining companies operating in jurisdictions where we operate, may result in decreased investor confidence, increased challenges in developing and maintaining community and stakeholder relations and an impediment to our overall ability to advance the Itarantim Project and our strategy, which could have a material adverse impact on our results of operations, financial condition and prospects. While we are committed to operating in a socially responsible manner, there is no guarantee that our efforts in this respect will mitigate this potential risk.

Our success depends on developing and maintaining relationships with local communities and stakeholders.

Our ongoing and future success depends on developing and maintaining productive relationships with the communities surrounding the Itarantim Project, including local indigenous people who may have rights or may assert rights to certain of our properties, and other stakeholders in our operating locations. Local communities and stakeholders may be dissatisfied with our activities or the level of benefits provided, which may result in legal or administrative proceedings, civil unrest, protests, direct action or campaigns against us. Any such occurrence could adversely affect our business, financial condition, prospects or results of operations, as well as our ability to commence or continue exploration or mine development activities.

We may face opposition from organizations that oppose mining which may disrupt or delay the Itarantim Project.

There is an increasing level of public concern relating to the effects of mining on the natural landscape, in communities and on the environment. Certain non-governmental organizations, community groups, public interest groups and reporting organizations (“NGOs”) that oppose resource development are vocal critics of the mining industry. In addition, there have been many instances in which local community groups have opposed resource extraction activities, which have resulted in disruption and delays to the relevant operation, and in some cases halted development altogether. NGOs or local community organizations could direct adverse publicity against and/or disrupt and/or halt our operations in respect of one or more of our mineral properties regardless of our successful compliance with social and environmental best practices, due to political factors, activities of unrelated third parties on lands in which we have an interest, or our operations specifically. Any such actions and the resulting media coverage could have an adverse effect on our reputation and financial condition or our relationships with the communities in which we operate, which could have a material adverse effect on our business, prospects, financial condition or results of operations.

Our operations could be adversely affected if we fail to maintain satisfactory labor relations; work stoppages or similar difficulties could significantly disrupt our operations.

The development and exploration of the Itarantim Project is dependent upon the efforts of our employees. Although none of our employees are currently subject to any collective bargaining arrangements, our employees could, in the future, choose to be represented as a collective unit, which may result in labor disputes, work stoppages or other disruptions in our production efforts that could adversely affect us.

A work stoppage by any of the third parties providing services in connection with the Itarantim Project could significantly delay the completion of such projects and disrupt our operations and adversely affect our results of operations or prospects.

A significant portion of any future mining revenue from our operations is expected to come from a small number of mines.

If and when we begin generating revenue from future mining operations, a significant portion of our revenue is expected to come from a small number of mines, which means that adverse developments at these properties could have a more significant or lasting impact on our results of operations or prospects than if our revenue was less concentrated.

Increasing costs or limited access to raw materials may adversely affect our financial condition, results of operations or prospects.

Our principal expenses are contractor costs, materials, personnel costs and energy. Changes in costs at the Itarantim Project could occur as a result of unforeseen events, including international and local economic and political events such as increased energy costs, increased costs and scarcity of labor, and could result in changes in the prospects of the Itarantim Project. Many of these factors may be beyond our control.

We rely on third-party suppliers for a number of raw materials. Any material increases in the cost of raw materials, or our inability to source viable and economic alternative third-party suppliers for the supply of our raw materials, could have an adverse effect on our results of operations, prospects or financial position.

The existence of our mining claims depends on our ability to fund exploratory activity or to pay fees.

Our mining claims, which are the central part of our business, require that we either pay fees, or incur certain minimum development costs annually, or the claims will be forfeited. Due to our current financial situation, we may not be able to meet these obligations and we could therefore lose our claims. This would impair our ability to raise capital and would negatively impact the value of our company.

We operate in a highly competitive industry.

The rare earth mining and processing and magnet manufacturing industry is capital intensive with competitive market dynamics. Production of MREEs and magnet products is dominated by our Chinese competitors. These competitors may have greater financial resources, as well as other strategic advantages to operate, maintain, improve, and possibly expand their facilities. Additionally, our Chinese competitors have historically been able to produce at relatively low costs due to domestic economic and regulatory factors, including less stringent environmental and governmental regulations and lower labor and benefit costs. If we are not able to develop mining operations that achieve consistent product quality at our anticipated costs of production, then any strategic advantages that our competitors may have over us, including, without limitation, lower labor, compliance, and production costs, could have a material adverse effect on our business.

Technological changes or the development of substitute materials could adversely affect the economic viability of the Itarantim Project.

The industries and end-markets that utilize rare earth materials evolve rapidly as new technologies and materials are developed. We do not currently sell any products and have not generated any revenue to date, and the future success of our business depends on the commercial demand for the rare earth carbonate we expect to produce from the Itarantim Project. If industries adopt new technologies that reduce or eliminate the need for rare earth materials, or if alternative materials or substitutes emerge that offer superior performance or lower cost, demand for rare earth carbonate could decrease materially.

Because the Itarantim Project is not yet operational and future revenues depend on achieving economically viable production and pricing levels, any sustained decline in demand or pricing resulting from such technological shifts could render the Itarantim Project uneconomic to develop or operate. This would materially and adversely affect our business, financial condition, and results of operations.

Significant political, trade, regulatory developments, and other circumstances beyond our control, could have a material adverse effect on the economic viability of the Itarantim Project.

Significant political, trade, or regulatory developments, such as those stemming from the change in U.S. federal administration, are difficult to predict and may negatively impact the economic viability of the Itarantim Project. Similarly, changes in U.S. federal policy that affect the geopolitical landscape could give rise to circumstances outside our control that could have negative impacts on our business operations. For example, on February 1, 2025, the United States imposed a 25% tariff on imports from Canada and Mexico, which were subsequently suspended for a period of one month. Historically, tariffs have led to increased trade and political tensions between the United States and countries in the international community. In response to tariffs, other countries have implemented retaliatory tariffs on U.S. goods. More recently, the United States has expanded its use of trade measures against other major trading partners, including Brazil. In July 2025, the United States announced a new reciprocal tariff regime increasing duties on a range of Brazilian imports. These new tariffs, which took effect in August 2025, apply to a significant portion of Brazil’s exports to the United States and were met with reciprocal measures by the Brazilian government, which implemented new legislation authorizing retaliatory tariffs and other trade countermeasures. Political tensions as a result of trade policies could reduce trade volume, investment, technological exchange, and other economic activities between major international economies, resulting in a material adverse effect on global economic conditions and the stability of global financial markets. More specifically, any related tariffs or other changes in trade policy, sanctions or other barriers to trade that adversely impact the market for MREEs could have a material adverse effect on the development of the Itarantim Project by rendering it economically unviable. Therefore, certain changes in political, trade, regulatory, and economic conditions, including, but not limited to, U.S. and Brazil trade policies, could have an adverse effect on our financial condition, results of operations or prospects.

We are dependent upon information technology systems, which are subject to cyber threats, disruption, damage and failure.

We depend upon information technology systems in the conduct of our operations. Our information technology systems are subject to disruption, damage or failure from a variety of sources, including, without limitation, computer viruses, security breaches, cyber-attacks, natural disasters and defects in design. Cybersecurity incidents, in particular, are evolving and include, but are not limited to, malicious software, attempts to gain unauthorized access to data and other electronic security breaches that could lead to disruptions in systems, unauthorized release of confidential or otherwise protected information or the corruption of data. We have implemented various measures to manage our risks related to information technology systems and network disruptions. However, given the unpredictability of the timing, nature and scope of information technology disruptions, we have been in the past or could potentially be subject to downtimes, operational delays, the compromising of confidential or otherwise protected information, destruction or corruption of data, security breaches, other manipulation or improper use of our systems and networks or financial losses from remedial actions, any of which could have a material adverse effect on our business, operating results and financial condition.

Our directors and officers may have conflicts of interest as a result of their relationships with other mining companies that are not affiliated with us.

Francesco Scolaro and some of our other directors and officers are also, or may also become, directors, officers and stockholders of other companies, including companies that are similarly engaged in the business of developing and exploiting natural resource properties. Consequently, there is a possibility that our directors and officers may have conflicts of interest from time to time. To the extent that such other companies may participate in ventures in which we may participate in, or in ventures which we may seek to participate in, our directors and officers may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. In all cases where our directors and officers have an interest in other companies, such other companies may also compete with us for the acquisition of mineral property investments.

Currency fluctuations may affect our results of operation and financial condition.

We pay for goods and services in a number of currencies, including the U.S. dollar and other currencies. We also raise capital in U.S dollars. Adverse fluctuations in these currencies relative to each other and relative to the currencies in which we incur expenditures could adversely affect our financial position and the costs of our exploration and development activities. We do not engage in currency or commodity hedging activities.

Changes and uncertainties in the tax system in the countries in which we have operations could adversely affect our financial condition, results of operations or prospects, and reduce net returns to our shareholders.

Our taxes are affected by several factors, some of which are outside of our control, including the application and interpretation of the relevant tax laws and treaties. If our filing position, application of tax incentives or similar “holidays” or benefits were to be challenged for any reason, this could have a material adverse effect on our business, results of operations, prospects and financial condition.

We are subject to routine tax audits by various tax authorities. Tax audits may result in additional tax, interest payments and penalties which would adversely affect our financial condition and operating results. New laws and regulations or changes in tax rules and regulations or the interpretation of tax laws by the courts or the tax authorities may also have a substantial negative impact on our business. There is no assurance that our current financial condition will not be adversely affected in the future due to such changes.

We are unable to predict what tax reform may be proposed or enacted in the future or what effect such changes would have on our business, but such changes, to the extent they are brought into tax legislation, regulations, policies or practices in jurisdictions in which we operate, could increase the estimated tax liability that we have expensed to date and paid or accrued on our balance sheets, and otherwise affect our financial position, future results of operations, prospects, cash flows in a particular period and overall or effective tax rates in the future in countries where we have operations, reduce post-tax returns to our shareholders and increase the complexity, burden and cost of tax compliance.

Our financial situation creates substantial doubt whether we will continue as a going concern.

Since inception, we have not generated revenues and have incurred losses, and, as of March 31, 2026, we had a total deficit of approximately $7.1 million. Additionally, we expect to incur a net loss in the foreseeable future, primarily as a result of the estimated operating expenses related to the planned development of the Itarantim Project. There can be no assurances that we will be able to develop the Itarantim Project or achieve a level of revenues adequate to generate sufficient cash flow from operations or obtain funding from this offering or additional financing through private placements, public offerings and/or bank financings necessary to support our working capital requirements. Furthermore, no assurance can be given that additional financing will be available, or if available, will be on acceptable terms. These conditions represent material uncertainties that could result in our inability to continue as a going concern. If adequate working capital is not available, we may be forced to discontinue operations, which would cause investors in our ordinary shares to lose their entire investment.

Risks Related to Our Incorporation and Operation Outside the United States

Because we are incorporated in the Cayman Islands, you may face difficulties in protecting your interests and enforcing your rights under U.S. laws.

We are an exempted company with limited liability incorporated under the laws of the Cayman Islands. As a result, the rights of our shareholders and the fiduciary duties owed by its directors are governed by Cayman Islands law and its corporate affairs are governed by our memorandum and articles of association, and the common law of the Cayman Islands. These laws differ in significant respects from the laws applicable to U.S. corporations and their shareholders. The Cayman Islands has a less developed body of securities and corporate law than the United States, and judicial precedent there is more limited. In particular, the rights of shareholders to bring actions against directors, the standards governing directors’ fiduciary duties, and the remedies available to minority shareholders under Cayman Islands law may not be as clearly established or as protective as those under the laws of U.S. jurisdictions such as Delaware. In addition, Cayman Islands companies generally do not have standing to initiate shareholder derivative actions in U.S. federal courts.

Our corporate records are not subject to the same inspection rights available to shareholders of U.S. companies. Under Cayman Islands law, shareholders of Cayman Islands exempted companies generally have no right to obtain copies of corporate records, other than our memorandum and articles of association, special resolutions, and register of mortgages and charges, or lists of shareholders. Our directors have discretion under our memorandum and articles of association to determine whether shareholders may inspect additional records but are not obliged to make them available to our shareholders. These limitations may make it more difficult for shareholders to obtain information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the United States. Currently, we plan to rely on home country practice with respect to certain corporate governance matters, and as a result our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

As a result of all of the above, our shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of our board of directors (our “Board”) or controlling shareholders than they would as shareholders of a company incorporated in the United States. For a discussion of significant differences between the provisions of the Companies Act (As Revised) of the Cayman Islands and the laws applicable to companies incorporated in the United States and their shareholders, see “Description of Share Capital — Differences in Corporate Law.”

Brazilian environmental legislation may expose our shareholders, investors, lenders, contractors or business partners to environmental liability.

Brazilian environmental legislation adopts a broad concept of liability, which may extend beyond the direct polluter to include indirect polluters. Pursuant to Article 3, item IV, of Law No. 6,938/1981, shareholders, investors, lenders, contractors, and business partners who contribute to, finance, or benefit from polluting activities may be held jointly and severally liable for environmental damage. In this context, foreign shareholders, including new shareholders entering the Company through this offering as indirect shareholders, may, in theory, be exposed to environmental claims in Brazil involving the Itarantim Project, even in the absence of direct operational involvement. In addition, environmental incidents or alleged impacts related to Brazilian operations may give rise to claims and legal proceedings in foreign jurisdictions, as illustrated by the Mariana dam case, in which the English High Court recognized the potential liability of BHP as the controlling shareholder of Samarco. Furthermore, under Article 4 of Law No. 9,605/1998 (Environmental Crimes Law), Brazilian courts may pierce the corporate veil whenever it constitutes an obstacle to full compensation for environmental damage, potentially allowing the assets of shareholders, including foreign shareholders, to be reached if the Brazilian entity lacks sufficient resources to remedy the damage. If we or our shareholders, investors, lenders, contractors or business partners are exposed to such liability, our business, financial condition and results of operations may be materially and adversely affected.

Because substantially all of our assets and operations are in Brazil, we are subject to Brazilian laws, regulations and jurisdiction, which may limit our ability to enforce rights or protect the interests of our shareholders.

We conduct the vast majority of our operations in Brazil and hold substantially all of our material assets there. As a result, we are subject to the laws, regulations, policies and judicial systems of Brazil, including those governing mining, environmental protection, permitting, licensing, land use, taxation, foreign investment, property rights, and administrative and judicial enforcement.

Brazilian courts and regulators may interpret and enforce local laws differently from expectations based on U.S. law. In particular, Brazilian courts may be reluctant to apply foreign law or enforce foreign judgments, and may give precedence to mandatory Brazilian legal or regulatory provisions. Moreover, judicial processes in Brazil may involve delays, higher costs, limited ability to obtain discovery, and procedural rules that differ materially from those in U.S. courts.

Because of the foregoing, investors in the United States may face difficulties in (i) effecting service of process on our Brazilian subsidiaries, affiliates, or personnel; (ii) bringing actions against our affiliates in U.S. courts; (iii) enforcing U.S. judgments in Brazil (or in Brazilian courts) or obtaining recognition or enforcement of U.S. judgments in Brazil; (iv) compelling production of documents, testimony, or evidence located in Brazil; or (v) ensuring that Brazil’s regulatory or judicial bodies fully uphold contractual rights, property rights, or remedies granted under U.S. law.

In addition, regulatory changes, political shifts, or evolving enforcement priorities in Brazil could adversely affect our operations, profitability or ability to safeguard our legal rights. Because we depend on Brazilian operations, adverse rulings, regulatory decisions, changes in law, or delays in Brazilian enforcement actions could significantly harm our business and impair U.S. shareholders’ ability to protect their investments.

We are subject to various levels of political, economic and other risks and uncertainties associated with operating in Brazil.

The Itarantim Project is located in Brazil, and, as a result, our operations are exposed to various levels of political, economic and other risks and uncertainties associated with operating in a foreign jurisdiction. These risks and uncertainties include, but are not limited to:

Changes, if any, in mining or investment policies or shifts in political attitudes in Brazil may adversely affect our operations. We may become subject to local political unrest or poor community relations that could have a debilitating impact on our operations and could result in damage to site infrastructure and injury to personnel. Additionally, our planned operations may be affected to varying degrees by government regulations with respect to, among other things, restrictions on production, price controls, export controls, currency remittance, income taxes, expropriation of property, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use, and mine safety. Any failure by us to comply with applicable laws, regulations and local practices may result in loss, reduction or expropriation of entitlements, and enforcement actions, including corrective measures requiring capital expenditures, installing of additional equipment, increasing security at the site, or other remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage as a result of mining activities, and may have administrative, civil or criminal fines or penalties imposed for violations of applicable laws or regulations, which may adversely affect our results of operations, financial condition, and prospects.

Furthermore, on October 31, 2022, Luiz Inácio “Lula” da Silva (“President Lula”) was elected as the next president of Brazil with a four-year term commencing in January 2023. As part of President Lula’s electoral campaign, he made public statements regarding being committed to stopping illegal mining, but was also supportive of legal, permitted mining in Brazil. Nonetheless, it is difficult to predict how President Lula’s new term will affect Brazil’s mining industry and regulatory regime at this time. In the event that President Lula determines to pass more stringent regulations on Brazil’s mining industry, our business and prospects could be adversely impacted. Moreover, Brazil’s next presidential election will take place in October 2026, and it is unclear what actions, if any, a different presidential administration could take that may have an impact on Brazil’s mining industry.

The occurrence of any of these various factors and uncertainties cannot be accurately predicted and could have an adverse effect on our operations and profitability.

We are subject to Brazilian mining laws, regulatory oversight and jurisdiction, which may subject us to significant compliance burdens, regulatory change risk, and enforcement uncertainties.

As a company with the majority of our mining assets and operations located in Brazil, we are governed by Brazilian mining, environmental, licensing and land use laws, and permitted and regulated by Brazilian authorities such as the Ministry of Mines and Energy and the ANM. Our rights to explore, develop and operate mining concessions, special mining permits, prospecting permits, and related authorizations are conditioned upon compliance with these laws, and are subject to governmental oversight, renewal requirements, and potential cancellation, relinquishment, or suspension.

Brazil’s legal regime for mining imposes substantial obligations, including permitting, environmental licensing, local community consultation, health and safety standards, obligations related to the use of land and rights over the surface and subsoil, transfer or encumbrance of mining rights, and reporting requirements. Moreover, changes to Brazilian mining laws, regulations, decrees, or administrative interpretations, or shifts in enforcement, could impose additional obligations, costs, or restrictions on our operations, and could render some of our existing activities noncompliant or require us to modify or suspend operations.

In Brazil, judicial and administrative processes may be slower, less predictable, or less favorable to foreign participants than in other jurisdictions. We may face challenges in interpreting the applicable regulatory requirements, engaging with local authorities, or appealing adverse administrative or judicial decisions. In addition, even if we obtain favorable decisions in Brazilian courts or administrative bodies, it may be difficult to enforce those decisions, especially if counterparty assets or relevant personnel are located outside Brazil or in jurisdictions with weak mechanisms for cross-border enforcement.

Because so much of our value depends on our Brazilian operations, any adverse change in Brazilian mining law or regulatory practice, delays or denials in obtaining or renewing required authorizations, increased compliance costs, enforcement actions, or the inability to enforce legal rights or remedies in Brazil could adversely affect our business, financial condition, results of operations, prospects and the value of your investment.

See the section titled “Business—Regulatory Overview” for a more detailed description of the laws that may affect our exploration and exploitation activities.

We are a holding company, and we conduct substantially all of our business through our Brazilian subsidiary Niobium Brazil Importação e Exportação Ltda., which is controlled by our Brazilian holding company, IMC Rare Earths Participações Ltda.

Our investors are subject to the risks attributable to Niobium Brazil Importação e Exportação Ltda., our Brazilian-incorporated operating subsidiary. As a holding company, we conduct substantially all of our business through Niobium. Our future operating revenues are dependent on the Itarantim Project and the distribution of those earnings to us. There is no independent obligation for Niobium to pay dividends to our Company. The ability of Niobium to pay dividends and other distributions will depend on its operating results and will be subject to applicable laws and regulations, which require that solvency and capital standards be maintained by Niobium, and, if applicable, any contractual restrictions contained in any instruments governing our indebtedness. In the event of a bankruptcy, liquidation, or reorganization of Niobium, holders of indebtedness and trade creditors may be entitled to payment of their claims from the assets of Niobium before us.

As a foreign private issuer within the meaning of the NYSE American corporate governance rules, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from NYSE American corporate governance listing standards.

As an exempted company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the corporate governance listing requirements of the NYSE American. These practices may afford less protection to shareholders than they would enjoy if we complied fully with corporate governance listing requirements of the NYSE American. Following this offering, we will rely on home country practice to be exempted from certain of the corporate governance requirements of the NYSE American, namely:

To the extent we choose to follow home country practice in the future, our shareholders may be afforded less protection than they otherwise would enjoy under NYSE American corporate governance standards applicable to U.S. domestic issuers.

As a foreign private issuer, we are exempt from certain U.S. securities law and NYSE American corporate governance requirements, which may result in less protection and information for investors. We may also lose our foreign private issuer status or fail to maintain our NYSE American listing, which could increase compliance costs and adversely affect our share price.

We qualify as a “foreign private issuer” under SEC rules and, as such, are exempt from certain U.S. securities laws and NYSE American corporate governance requirements applicable to U.S. domestic issuers. As a result, we may follow corporate governance practices in accordance with Cayman Islands law rather than the NYSE American Listing Rules. Cayman Islands law does not require a majority of our Board to be independent, nor does it require separate independent committees for compensation or nominations.

As a foreign private issuer, we are also exempt from certain Exchange Act requirements applicable to U.S. public companies, including Regulation FD, which prohibits selective disclosure of material nonpublic information. Consequently, there may be less publicly available information about us, and our officers and directors may trade in its securities without the same prompt disclosure obligations as U.S. company insiders. We will file an annual report on Form 20-F and furnish current reports on Form 6-K, but will not be required to file quarterly reports or comply with all ongoing disclosure obligations applicable to domestic issuers.

Our status as a foreign private issuer is determined annually and may be lost in the future if a majority of our ordinary shares are held by U.S. residents and certain other conditions are met. If we cease to qualify as a foreign private issuer, we would become subject to the full reporting and governance requirements applicable to U.S. domestic issuers, including more frequent and detailed SEC filings, compliance with Regulation FD, and adherence to the NYSE American’s corporate governance rules requiring a majority of independent directors and independent board committees. Complying with these additional requirements would result in significant additional legal, accounting, and administrative costs. Failure to satisfy such obligations could subject us to penalties or potential delisting from the NYSE American.

In addition, maintaining our NYSE American listing requires ongoing compliance with NYSE American’s continued listing standards, including minimum shareholder equity, share price, and market value thresholds. If we cannot meet or continue to meet these requirements, our securities could be delisted, which would adversely affect the liquidity and market price of our ordinary shares. Delisting could also reduce the availability of market quotations, limit analyst coverage, decrease trading activity, and impair our ability to raise additional capital or issue securities in the future.

Our executives, directors, major shareholders, and their respective affiliates exercise significant control over us, which may limit your ability to influence corporate matters and could delay or prevent a change in corporate control.

Immediately following the completion of this offering, and disregarding any ordinary shares that they purchase in this offering, if any, but reflecting the resale of ordinary shares by the Resale Shareholder, the current holdings of our executives, directors, and major shareholders will represent beneficial ownership, in the aggregate, of approximately             % of our outstanding ordinary shares, assuming we issue the number of ordinary shares set forth on the cover page of this prospectus. See also “Principal Shareholders.” As a result, these shareholders will be able to influence our management and affairs and control the outcome of matters submitted to our shareholders for approval, including matters such as the election of directors and any sale, merger, consolidation, or sale of all or substantially all of our assets. These shareholders acquired their ordinary shares for substantially less than the per share price of our ordinary shares being acquired in this offering, and these shareholders may have interests, with respect to their ordinary shares, that are different from those of the investors in this offering. In addition, this concentration of voting power among one or more of these shareholders may adversely affect the market price of our ordinary shares by:

You may be unable to present proposals before annual general meetings or extraordinary general meetings not called by shareholders.

Cayman Islands law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. These rights, however, may be provided in a company’s articles of association. Our amended and restated memorandum and articles of association, which will be in effect prior to the effectiveness of the registration statement of which this prospectus forms a part, allow one or more of our shareholders who together hold not less than 10% of the rights to vote to requisition a general meeting of our shareholders, in which case our directors are obliged to call such meeting. Advance notice of at least five (5) clear days is required to be given to the shareholders for the convening of any general meeting. A quorum required for a general meeting is one or more holders holding shares that represent not less than one-third of the outstanding shares of the Company carrying the right to vote at such general meeting. For these purposes, “clear days” means that period excluding (a) the day when the notice is given or deemed to be given and (b) the day for which it is given or on which it is to take effect.

Risks Related to Being a Public Company

We have limited experience operating as a public company and fulfilling our obligations as a U.S. reporting company may be expensive and time consuming.

Our directors and officers have limited experience operating a public company, which makes our ability to comply with applicable laws, rules and regulations uncertain. Our failure to comply with all laws, rules and regulations applicable to U.S. public companies could subject us or our management to regulatory scrutiny or sanction, which could harm the Company’s reputation and share price.

As a public company we will incur significant legal, accounting, and other expenses that we did not incur as a private company. We are subject to reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the rules subsequently implemented by the SEC, the rules and regulations of the listing standards of the NYSE American, and other applicable securities rules and regulations. Stockholder activism, the current political and social environment and the current high level of government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which will likely result in additional compliance costs and could impact the manner in which we operate our business in ways we cannot currently anticipate. Compliance with these rules and regulations may strain our financial and management systems, internal controls, and employees. The Exchange Act requires, among other things, that we file annual, half yearly, and current reports with respect to its business and operating results. Moreover, the Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures, and internal control, over financial reporting. In order to maintain and, if required, improve disclosure controls and procedures, and internal control over, financial reporting to meet this standard, significant resources and management oversight may be required. If we encounter material weaknesses or deficiencies in internal control over financial reporting, we may not detect errors on a timely basis and our consolidated financial statements may be materially misstated. Effective internal control is necessary for us to produce reliable financial reports and is important to prevent fraud.

As an emerging growth company, we are not required to have our independent auditor attestation of management assessment of its internal controls over financial reporting. However, when we cease to be an emerging growth company, our independent registered public accounting firm may be required to formally attest to the effectiveness of internal control over financial reporting at some point in the future on Form 20-F. We expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. As a result of the complexity involved in complying with the rules and regulations applicable to public companies, our management’s attention may be diverted from other business concerns, which could harm the business, operating results, and financial condition. Although we have already hired additional employees to assist in complying with these requirements, our finance team is small and it may need to hire more employees in the future, or engage outside consultants, which will increase operating expenses.

We also expect that being a public company and complying with applicable rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to incur substantially higher costs to obtain and maintain the same or similar coverage. These factors could also make it more difficult for us to attract and retain qualified members of our Board and qualified executive officers.

A potential failure to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business, financial condition, results of operations and prospects. We may be unable to accurately report our financial results or prevent fraud if we cannot maintain an effective system of internal controls over our financial reporting.

We will be subject to reporting obligations under the U.S. securities laws. The SEC, as required by Section 404 of the Sarbanes-Oxley Act of 2002, or the “Sarbanes-Oxley Act,” adopted rules requiring every public company to include a management report on such company’s internal controls over financial reporting in its annual report, which contains management’s assessment of the effectiveness of our internal controls over financial reporting. We will be an “emerging growth company,” and are expected to first include a management report on our internal controls over financial reporting in our second annual report after the close of this offering. Our management may conclude that our internal controls over financial reporting are not effective, and our reporting obligations as a public company will place a significant strain on our management, operational and financial resources, and systems for the foreseeable future, which will increase our operating expenses.

The establishment of effective internal controls over financial reporting is necessary for us to produce reliable financial reports and are important to help prevent fraud. Our failure to achieve and maintain effective internal controls over financial reporting could consequently result in the loss of investor confidence in the reliability of our financial statements, which in turn could harm our business and negatively impact the trading price of our ordinary shares.

We identified a material weakness in our internal control over financial reporting for the year ended March 31, 2026. If we are not able to remediate this material weakness and otherwise maintain an effective system of internal control over financial reporting, the reliability of our financial reporting, investor confidence in us and the value of our ordinary shares could be adversely affected.

As a public company, we will be required to maintain internal control over financial reporting and to report any material weaknesses in such internal control. A material weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected and corrected on a timely basis. In connection with preparation of our consolidated financial statements for the year ended March 31, 2026, a material weakness in our internal control over financial reporting was identified relating to an isolated misstatement in the preparation of our consolidated financial statements related to the accounting for complex instruments in valuing the royalty option. While we have made changes to our accounting processes and other internal controls and engaged additional accounting personnel in an effort to remediate the foregoing material weaknesses and in preparation for operating as a public company, we cannot assure that the measures we have taken to date, actions we continue to take, and actions we may take in the future, will be sufficient to remediate the control deficiencies that led to these material weaknesses or to avoid potential future material weaknesses. If our steps are insufficient to successfully remediate the material weakness and otherwise establish and maintain an effective system of internal control over financial reporting, the reliability of our financial reporting, investor confidence in us and the value of our ordinary shares could be materially and adversely affected. Effective internal control over financial reporting is necessary for us to provide reliable and timely financial reports and, together with adequate disclosure controls and procedures, are designed to reasonably detect and prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations. As a result of such failures, we could also become subject to investigations by NYSE American, the SEC or other regulatory authorities, and become subject to litigation from investors and shareholders, which could harm our reputation and financial condition or divert financial and management resources from our regular business.

As an “emerging growth company,” we are eligible for reduced reporting and governance requirements, which may make our ordinary shares less attractive to investors and could increase our costs once we no longer qualify for this status.

We expect to qualify as an “emerging growth company,” as defined in Section 2(a)(19) of the Securities Act and as modified by the JOBS Act. As such, we are permitted to take advantage of certain exemptions from various reporting and governance requirements applicable to other public companies. These include exemptions from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation, and exemptions from shareholder advisory votes on executive compensation and approval of certain golden-parachute payments. We have also elected to use the extended transition period for adopting new or revised financial accounting standards, which allows us to delay adoption until such standards apply to private companies. This may make comparisons of our financial statements with those of other public companies more difficult.

While these reduced requirements decrease our compliance costs, they also result in less information and fewer rights for our shareholders compared to those investing in companies that are not emerging growth companies. As a result, our ordinary shares may be less attractive to certain investors, which could adversely affect the trading market and price of our ordinary shares. Once we cease to qualify as an emerging growth company—which will occur no later than five years following this offering, or earlier if we meet certain thresholds—we will be required to comply fully with the reporting and governance obligations applicable to other public companies.

We are currently a “controlled company” and, as a result, qualify for and could rely on exemptions from certain corporate governance requirements.

We have applied to list our ordinary shares on the NYSE American. Upon the completion of this offering, Francesco Scolaro, our Chief Executive Officer and Chair, and entities affiliated with Mr. Scolaro will control approximately 68% of the voting power of our outstanding ordinary shares. As a result, we will be a “controlled company” within the meaning of the NYSE American corporate governance requirements. The NYSE American corporate governance requirements provide that a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company, is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements that:

We have elected to rely on the “controlled company” exemption provided in the NYSE American corporate governance requirements to permit our compensation committee to include a non-independent director, and we could elect to rely on other exemptions in the future. Our status as a controlled company could cause our securities to look less attractive to certain investors or otherwise harm the trading price of our ordinary shares. Even if we cease to be a controlled company, we may still rely on exemptions available to foreign private issuers, including being able to adopt home country practices in relation to corporate governance matters.

The resale offering is being included in part to help us satisfy applicable NYSE American listing standards, but the resale component may not ensure that we obtain or maintain a listing on the NYSE American and could adversely affect our ability to satisfy continued listing requirements.

We have included a resale prospectus as part of the registration statement of which this prospectus forms a part in part to help support our ability to satisfy applicable NYSE American initial listing standards, including standards relating to public float, the market value of publicly held shares and the development of an orderly trading market for our ordinary shares. However, the inclusion of the resale offering does not guarantee that the NYSE American will approve our listing application, that a sufficiently broad or active public market for our ordinary shares will develop after this offering, or that we will be able to maintain compliance with the NYSE American’s continued listing requirements following the completion of this offering.

The resale offering is not underwritten, and the Resale Shareholder is not required to sell any ordinary shares pursuant to the Resale Prospectus. Accordingly, the resale offering may not result in any meaningful increase in the number of public shareholders, the public float, the trading volume or the liquidity of our ordinary shares. Even if the Resale Shareholder sells ordinary shares pursuant to the Resale Prospectus, those sales may occur at times, in amounts or in a manner that does not support a broad, stable or liquid trading market. In addition, a substantial number of ordinary shares registered for resale may become available for sale after our ordinary shares begin trading on the NYSE American, and actual or anticipated sales by the Resale Shareholder could create significant downward pressure on the trading price of our ordinary shares, increase volatility, impair our ability to raise additional capital and adversely affect investor confidence in our company.

Following this offering, we will be required to satisfy the NYSE American’s continued listing standards, including requirements relating to share price, market value, public distribution, shareholders’ equity, public float, number of shareholders and compliance with applicable corporate governance and other qualitative requirements. The resale component could affect our continued listing status in several ways. If the resale offering does not result in a sufficiently broad distribution of our ordinary shares, or if our public float, number of public shareholders or trading volume is limited, we may have difficulty satisfying continued listing requirements. Conversely, if substantial sales under the Resale Prospectus occur, such sales could depress the trading price of our ordinary shares or contribute to volatility that may make it more difficult for us to satisfy applicable minimum share price, market value or other continued listing standards.

If we are unable to maintain compliance with the NYSE American’s continued listing requirements, the NYSE American may issue a deficiency notice, require us to submit and implement a plan to regain compliance, append an indicator to our trading symbol, suspend trading in our ordinary shares or commence delisting proceedings. There can be no assurance that we would be able to regain compliance within any applicable cure period or that any compliance plan submitted by us would be accepted by the NYSE American. If our ordinary shares were delisted, the liquidity and market price of our ordinary shares would likely be materially adversely affected, our ordinary shares may trade only on an over-the-counter market, if at all, the market for our ordinary shares could become significantly less liquid and more volatile, institutional investors may be unwilling or unable to trade our ordinary shares, analyst coverage and investor interest may decline, and our ability to raise additional capital or use our ordinary shares as consideration in future transactions could be materially impaired. 

If we fail to meet applicable listing requirements, the NYSE American may delist our ordinary shares from trading, in which case the liquidity and market price of our ordinary shares could decline.

Assuming our ordinary shares are listed on the NYSE American, we cannot assure you that we will be able to meet the continued listing standards of the NYSE American in the future. If we fail to comply with the applicable listing standards and the NYSE American delists our ordinary shares, we and our shareholders could face significant material adverse consequences, including:

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or pre-empts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because ordinary shares are listed on the NYSE American, such securities are covered securities. Although the states are pre-empted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. Further, if we were no longer listed on the NYSE American, our securities would not be covered securities and we would be subject to regulations in each state in which we offer our securities.

Risks Related to Investing in Our Ordinary Shares

Our insiders and major shareholders will beneficially own a significant percentage of our ordinary shares and will be able to exert substantial influence over matters requiring shareholder approval.

Upon the consummation of this offering, and assuming the resale of 6,100,000 ordinary shares by the Resale Shareholder, our insiders are expected to beneficially own approximately 87% of our issued and outstanding ordinary shares. In addition, our major shareholder, Francesco Scolaro, together with entities affiliated with him, will beneficially own approximately 68% of our issued and outstanding ordinary shares. As a result, these shareholders will have substantial influence over the outcome of matters requiring shareholder approval, including the election and removal of directors, amendments to our organizational documents, mergers, consolidations, or the sale of substantially all of our assets, as well as any other major corporate actions.

This concentration of ownership may prevent or discourage a change in control of our company, even where such a transaction could be favorable to other shareholders. The interests of our insiders and major shareholders may not always align with those of our other shareholders, and they may make decisions that conflict with the interests of minority investors. So long as these shareholders continue to hold a substantial number of our ordinary shares, they will effectively control many of our corporate decisions, which could adversely affect the market price of our ordinary shares and limit your ability to influence company matters.

Conflicts of interest could arise in the future between us, on the one hand, and Francesco Scolaro and entities owned by or affiliated with him, on the other hand, concerning among other things, business transactions, potential competitive business activities or business opportunities.

Conflicts of interest could arise in the future between us, on the one hand, and Francesco Scolaro and entities owned by or affiliated with him, on the other hand, concerning among other things, business transactions, potential competitive business activities or business opportunities. In the normal course of business, we have engaged in transactions with some of these companies, including Mineradora Havilah Importação e Exportação Ltda. See “Related Party Transactions.” Furthermore, Mr. Scolaro and businesses owned by or affiliated with him may now, or in the future, directly or indirectly, compete with us for investment or business opportunities.

Mr. Scolaro, or entities owned by or affiliated with him are not restricted from owning assets or engaging in businesses that compete directly or indirectly with us and will not have any duty to refrain from engaging, directly or indirectly, in the same or similar business activities or lines of business as us, including those business activities or lines of business deemed to be competing with us, or doing business with any of our customers or vendors.

Mr. Scolaro, or entities owned by or affiliated with him may become aware, from time to time, of certain business opportunities (such as acquisition opportunities) and may direct such opportunities to other businesses in which he has invested, in which case we may not become aware of or otherwise have the ability to pursue such opportunity. In addition, Mr. Scolaro and entities owned by or affiliated with him may dispose of their interests in other companies or other assets in the future, without any obligation to offer us the opportunity to purchase any of those interests or assets.

We engage in transactions with related parties and such transactions present possible conflicts of interest that could have an adverse effect on us.

We have historically entered into a number of transactions with related parties. In particular, we have certain agreements with Mineradora Havilah Importação e Exportação Ltda which is owned and controlled by Francesco Scolaro. These arrangements include a long-term offtake agreement and royalty interests entitling affiliated parties to receive a percentage of gross proceeds from production from the Itarantim Project in perpetuity, together with the option to convert the royalty interest into ordinary shares or cash. These royalty obligations are calculated based on gross proceeds rather than net profits and are payable regardless of the profitability of the project. Because these arrangements were entered into among affiliated parties, they involve inherent conflicts of interest. Such a conflict could cause an individual in our management to seek to advance the economic interests of a related party above ours. The economic and commercial terms of these arrangements may differ from those that would have been obtained in transactions negotiated with unaffiliated third parties. In addition, these arrangements may reduce the net revenues and cash flows available to us and may affect our business, financial condition, results of operations and prospects. It is possible that a conflict of interest could have a material adverse effect on our liquidity, results of operations and financial condition.

Anti-takeover provisions in our organizational documents could delay or prevent a change of control.

Certain provisions of our amended and restated memorandum and articles of association to be in effect prior to the effectiveness of the registration statement of which this prospectus forms a part may have an anti-takeover effect and may delay, defer or prevent a merger, acquisition, tender offer, takeover attempt or other change of control transaction that a shareholder might consider in its best interest, including those attempts that might result in a premium over the market price for the ordinary shares held by our shareholders.

These provisions provide for, among other things: (i) no cumulative voting with respect to the election of our Board; (ii) ability of the Board to issue further ordinary shares without the need to obtain shareholders’ approval; (iii) limitations on shareholders’ rights to requisition shareholder meetings; (iv) limiting the ability of shareholders to act by written consent; (v) the ability of our Board to fill a vacancy created by the expansion of the Board or the resignation, death, or removal of a director in certain circumstances; (vi) that our memorandum and articles of association may be amended only by the affirmative vote of at least two thirds of the shares entitled to vote in the general meeting.

These anti-takeover provisions could make it more difficult for a third party to acquire us, even if the third party’s offer may be considered beneficial by many of our shareholders. As a result, our shareholders may be limited in their ability to obtain a premium for their ordinary shares. These provisions could also discourage proxy contests and make it more difficult for you and other shareholders to elect directors of your choosing and to cause us to take other corporate actions you desire.

If securities industry analysts do not publish research reports on us, or publish unfavorable reports on us, then the market price and market trading volume of our ordinary shares could be adversely affected.

Any trading market for our ordinary shares may be influenced in part by any research reports that securities industry analysts publish about us. We do not currently have and may never obtain research coverage by securities industry analysts. If no securities industry analysts commence coverage of us, the market price and market trading volume of our ordinary shares could be adversely affected. In the event we are covered by analysts, and one or more of such analysts downgrade our ordinary shares, or otherwise reports on us unfavorably, or discontinues coverage of us, the market price and market trading volume of our ordinary shares could be adversely affected.

Because there is no existing market for our ordinary shares, our initial public offering price may not be indicative of the market price of our ordinary shares after this offering, an active trading market in our ordinary shares may not develop or be sustained and the market price of our ordinary shares could fluctuate significantly, and you could lose all or part of your investment.

There is currently no public market for our ordinary shares, and an active trading market may not develop or be sustained after this offering. Our initial public offering price has been determined through negotiation between us and the underwriters and may not be indicative of the market price for our ordinary shares after this offering. We cannot predict the extent to which investor interest in us will lead to the development of an active trading market on the NYSE American. The lack of an active market may reduce the value of your ordinary shares and impair your ability to sell your ordinary shares at the time or price at which you wish to sell them. Although we have applied to have our ordinary shares approved for listing on the NYSE American, an active trading market for our ordinary shares may never develop or be sustained following the completion of this offering. Listing on the NYSE American is also subject to approval by the NYSE American in accordance with their respective listing requirements. The NYSE American has not conditionally approved our listing applications and there are no assurances that the NYSE American will approve our listing application. An inactive market may also impair our ability to raise capital by selling our ordinary shares and may impair our ability to acquire or invest in other companies, products or technologies by using our ordinary shares as consideration.

In addition, the market price of our ordinary shares could fluctuate significantly as a result of a number of factors, including:

These and other factors could result in large and sudden changes in the volume and price at which our ordinary shares will trade, or limit or prevent investors from readily selling their ordinary shares or otherwise adversely affect the liquidity of our ordinary shares, and you could lose all or part of your investment. The market for our ordinary shares may have, when compared to seasoned issuers, significant price volatility and we expect that our share price may continue to be more volatile than that of a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.

The dual listing of our ordinary shares may adversely affect the liquidity and value of the ordinary shares.

We have applied to list our ordinary shares in the U.S. on the NYSE American and may also list in Brazil on the B3. Trading in our ordinary shares on these markets will take place in different currencies (U.S. dollars on the NYSE American and Brazilian real on the B3), and at different times (due to differences in trading days and public holidays between the United States and Brazil). The trading prices of our ordinary shares on these two markets may differ due to these and other factors. Any decrease in the price of our ordinary shares on the B3 could cause a decrease in the trading price of our ordinary shares on the NYSE American. Investors could seek to sell or buy our ordinary shares to take advantage of any price differences between the two markets through a practice referred to as arbitrage. Any arbitrage activity could create unexpected volatility in both the trading prices on one exchange and the ordinary shares available for trading on the other exchange. In addition, the dual listing of the ordinary shares may reduce the liquidity of the ordinary shares in one or both markets and may adversely affect the development of an active trading market for the ordinary shares in the United States.

You will experience immediate and substantial dilution in the net tangible book value of ordinary shares purchased.

The initial public offering price of our ordinary shares is substantially higher than the (pro forma) net tangible book value per share of our ordinary shares. Consequently, when you purchase our ordinary shares in the offering and upon completion of this offering, you will incur immediate dilution of $4.92 per ordinary share, based on the assumed initial public offering price of $5.00. In addition, you may experience further dilution to the extent that additional ordinary shares are issued upon the exercise of currently outstanding warrants or options or upon the exercise of warrants or options we may grant from time to time in the future. For more information, please refer to the section of this prospectus entitled “Dilution.”

We currently do not expect to pay dividends in the foreseeable future after this offering and you must rely on price appreciation of our ordinary shares for a return on your investment.

We currently intend to retain most, if not all, of our available funds and any future earnings after this offering to fund our development and growth. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our ordinary shares as a source for any future dividend income.

Our Board has complete discretion as to whether to distribute dividends, subject to certain requirements of Cayman Islands law. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or share premium account, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business. Even if our Board decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from the operating entities, our financial condition, contractual restrictions and other factors deemed relevant by our Board. Accordingly, the return on your investment in our ordinary shares will likely depend entirely upon any future price appreciation of our ordinary shares. There is no guarantee that our ordinary shares will appreciate in value after this offering or even maintain the price at which you purchased the ordinary shares. You may not realize a return on your investment in our ordinary shares and you may even lose your entire investment in our ordinary shares. See “Dividend Policy” for more information.

There is a risk that we will be a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for our current or future taxable year, which could result in adverse U.S. federal income tax consequences for U.S. Holders of our ordinary shares.

In general, we will be treated as a passive foreign investment company (“PFIC”) for any taxable year in which either (1) at least 75% of our gross income (looking through certain 25% or more-owned subsidiaries) is passive income or (2) at least 50% of the average value of our assets (looking through certain 25% or more-owned subsidiaries) is attributable to assets that produce, or are held for the production of, passive income. Cash is generally a passive asset. Goodwill is active to the extent attributable to activities that produce or are intended to produce active income. Passive income generally includes, without limitation, dividends, interest, rents, royalties, and gains from the disposition of passive assets. As of the date hereof, we have not made a determination of our PFIC status for our fiscal year ended March 31, 2025. Further, based on our operating history and the projected composition of our income and valuation of our assets, including goodwill, it is uncertain whether we will be a PFIC for our current taxable year or in future taxable years. Our PFIC status is subject to a number of uncertainties, and therefore neither we nor our tax advisors can provide any assurances regarding our current or future PFIC status.

If we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined in the Section of this prospectus captioned “U.S. Federal Income Tax Considerations”) of our securities, we generally would continue to be treated as a PFIC with respect to that U.S. Holder for all succeeding years during which the U.S. Holder holds our securities, even if we ceased to meet the threshold requirements for PFIC status. Such a U.S. Holder may be subject to increased U.S. federal income tax liability (including ineligibility for any preferential tax rates on capital gains or on actual or deemed dividends, interest charges on certain taxes treated as deferred) and may be subject to additional reporting requirements. A U.S. Holder may, in certain circumstances, make a timely qualified electing fund (“QEF”) election or a mark-to-market election to avoid or minimize the adverse tax consequences described above. However, we currently have not determined whether we will prepare or provide information necessary for a U.S. Holder to make a QEF election if we determine that we are a PFIC. We urge U.S. Holders to consult their tax advisors regarding the possible application of the PFIC rules in light of their individual circumstances.

Future issuances of our ordinary shares could dilute the interests of existing shareholders.

We may issue additional ordinary shares in the future, including upon the exercise of the warrants we have granted to St. James Place Limited and Americas Rare Earth Holdings Ltd. Assuming the exercise in full of all outstanding warrants, and the Royalty Option (as defined herein), Francesco Scolaro (through International Mineral Corporation Holdings and Americas Rare Earth Holdings Ltd), St. James Place Limited, and Rhino Mining Limited will beneficially own approximately 97% of our ordinary shares after the completion of this offering. Other shareholders, including public shareholders participating in this offering, will hold approximately 3%. The issuance of a substantial number of ordinary shares could have the effect of substantially diluting the interests of our shareholders. In addition, the sale of a substantial amount of ordinary shares in the public market, in the initial issuance, in a situation in which we acquire a company, a business or an asset and the acquired company or the owner of the business or asset receives ordinary shares as consideration and the acquired company or the owner of the business or asset subsequently sells its ordinary shares, or by investors who acquired such ordinary shares in a private placement, could have an adverse effect on the market price of our ordinary shares.

Future issuances of debt securities, which would rank senior to our ordinary shares upon our bankruptcy or liquidation, and future issuances of preferred shares, which could rank senior to our ordinary shares for the purposes of dividends and liquidating distributions, may adversely affect the level of return you may be able to achieve from an investment in our ordinary shares.

In the future, we may attempt to increase our capital resources by offering debt securities. Upon bankruptcy or liquidation, holders of our debt securities, and lenders with respect to other borrowings we may make, would receive distributions of our available assets prior to any distributions being made to holders of our ordinary shares. Moreover, if we issue preferred shares, the holders of such preferred shares could be entitled to preferences over holders of ordinary shares in respect of the payment of dividends and the payment of liquidating distributions. Because our decision to issue debt or preferred shares in any future offering, or borrow money from lenders, will depend in part on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of any such future offerings or borrowings. Holders of our ordinary shares must bear the risk that any future offerings we conduct or borrowings we make may adversely affect the level of return, if any, they may be able to achieve from an investment in our ordinary shares.

We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

Our management will have broad discretion in the application of the net proceeds, including for any of the purposes described in the section entitled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. The failure by our management to apply these funds effectively could harm our business.

Future sales of ordinary shares by existing shareholders, including sales pursuant to the Resale Prospectus, may adversely affect the market price of our ordinary shares.

As a relatively small-capitalization company with relatively small public float we may experience greater ordinary share price volatility, extreme price run-ups, lower trading volume and less liquidity than large-capitalization companies. The ordinary shares registered for resale as part of the Resale Prospectus, once registered, will constitute a considerable percentage of our public float. Sales of a substantial number of our ordinary shares in the public market could occur at any time, including sales by our largest shareholders such as Mr. Scolaro and Rhino Mining Limited. The sales of a substantial number of registered shares could result in a significant decline in the public trading price of our ordinary shares and could impair our ability to raise capital through the sale or issuance of additional ordinary shares. We are unable to predict the effect that such sales may have on the prevailing market price of our ordinary shares. Despite any potential decline in the public trading price of our ordinary shares, the Resale Shareholder may still experience a positive rate of return on its ordinary shares due to the lower price that it acquired the ordinary shares for compared to other public investors, and may be incentivized to sell its ordinary shares when others are not.

INDUSTRY OVERVIEW

REE are crucial enablers of modern technologies spanning transportation, electronics, and robotics that have permeated modern society. REE are used in hundreds of different ways for commercial, industrial, social, medical, and environmental applications. In the last several decades, modern technology and industry has come to depend on REE, and REE have proven to be difficult to replace.

The REE group includes 17 elements, primarily the 15 lanthanide elements:

Two additional elements, yttrium and scandium, are often classified as HREE although they are not lanthanides. Depending upon the rare earth-bearing mineral, the relative abundance of light, medium and heavy REE will differ. The Itarantim Deposit primarily contains allanite, monazite and related minerals in which HREE tend to be dominant.

According to Adamas Intelligence Inc., total magnet-related rare earth oxide demand is forecasted to increase at a CAGR of 8.4% by 2040, with prices projected to increase at CAGRs of 4.0% to 5.5% over the same period (Adamas Intelligence Inc., Global market for magnet rare earth oxides to increase 7-fold by 2040 (January 2026)). REOs are compounds of REEs that occur naturally in minerals, but are unusable without industrial processing. To produce usable REOs, ores are mined, concentrated, and chemically treated through acid leaching, solvent extraction, and ion exchange to separate and purify individual elements. Once purified, REOs are converted into rare earth metals through chemical reduction processes, which are critical inputs in technologies such as electric vehicles, robotics, renewable energy generation and storage, consumer products, medical devices and defense systems.

CAPITALIZATION AND INDEBTEDNESS

The following table sets forth our cash, cash equivalents and marketable securities and capitalization as of March 31, 2026:

The unaudited pro forma and pro forma as adjusted information below is illustrative only, and cash, cash equivalents and marketable securities, total stockholders’ equity (deficit) and total capitalization following the completion of our initial public offering will be adjusted based on the actual initial public offering price and other terms of our initial public offering determined at pricing. You should read this table in conjunction with the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Capital Stock” and our consolidated financial statements and related notes included elsewhere in this prospectus.

Actual number of ordinary shares outstanding at March 31, 2026 of 1,011 (101,100,000 after the bonus issue) and a fully diluted number of shares per the pro forma of 140,118,000 ordinary shares and 144,188,000 ordinary shares as per the pro forma as adjusted.

The pro forma gives effect to the below:

The pro forma as adjusted gives effect to the completion of the offering, reflecting the sale of 4,000,000 ordinary shares for $5.00 per ordinary share, less underwriting fees and other expenses related to the Offering.

DILUTION

If you invest in our ordinary shares, your interest will be diluted for each ordinary share you purchase to the extent of the difference between the initial public offering price per ordinary share and our net tangible book value per ordinary share after this offering. Dilution results from the fact that the initial public offering price per ordinary share is substantially in excess of the net tangible book value per ordinary share attributable to the existing shareholders for our presently outstanding ordinary shares.

The authorized share capital of the Company is 2,000,000,000 shares of $0.0001 par value. The pro forma net tangible book value of IMC Rare Earths Ltd before this offering as of March 31, 2026, was approximately negative $7.2 million, or negative $0.07 per ordinary share. The pro forma tangible book value represents the amount of our total tangible assets, less the amount of our total consolidated liabilities, divided by the total number of ordinary shares outstanding. Dilution is determined by subtracting the as adjusted net tangible book value per ordinary share from the assumed initial public offering price per ordinary share and after deducting the estimated discounts to the underwriters and the estimated offering expenses payable by us.

After giving further effect to the sale of 4,000,000 ordinary shares in this offering at an assumed initial public offering price of $5.00 per ordinary share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts, advisory fee and estimated offering expenses payable by us, our as adjusted net tangible book value as of March 31, 2026 is approximately $8.6 million, or approximately $0.08 per ordinary share. This represents an immediate increase in as adjusted net tangible book value per ordinary share of $0.15 to our existing shareholders and an immediate dilution in as adjusted net tangible book value per ordinary share of approximately $4.92 to new investors purchasing ordinary shares in this offering. The following table illustrates this dilution on a per ordinary share basis:

If the underwriters exercise their over-allotment option in full, the pro forma as adjusted net tangible book value per ordinary share after this offering would be $0.11, the increase in net tangible book value per ordinary share to existing shareholders would be $0.18, and the immediate dilution in net tangible book value per ordinary share to new investors in this offering would be $4.89.

The table and discussion above are based on 105,100,000 ordinary shares outstanding after this offering and 105,700,000 after a full exercise of the over-allotment option.

To the extent that we issue additional ordinary shares in the future, there will be further dilution to new investors participating in this offering.

USE OF PROCEEDS

We estimate that we will receive approximately $16.0 million of net proceeds from this offering (or approximately $18.7 million if the underwriters exercise in full their over-allotment option), after deducting the estimated underwriting discounts, advisory fee, non-accountable expense allowance and the estimated offering expenses payable by us and based upon an assumed initial public offering price of $5.00 per ordinary share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, of approximately $4.0 million.

The principal purposes of this offering are to provide capital to the Company to carry out planned exploration work at the Itarantim Project. We currently intend to use the net proceeds of this offering to fund exploration and development activities, licensing, permitting and reporting, general and administrative expenses and for working capital.

The following table sets forth the intended use of net proceeds from this offering:

The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this offering. Our management, however, will have significant flexibility and discretion to apply the net proceeds of this offering, in particular with regard to the application of the net proceeds in the category of “exploration and development activities.” Depending on the outcome of our business activities and other unforeseen events, our plans and priorities may change and we may apply the net proceeds of this offering in different proportions than we currently anticipate. We estimate that we will utilize approximately $13,000,000 of the net proceeds for future direct or indirect exploration and development activities on the Itarantim Project.

Business Objectives

After the completion of this offering, we expect to pursue our primary business objective – to conduct value driving exploration in order to enhance and grow the estimated mineral resources at the Itarantim Project so that it can be advanced through economic assessment and study in order to support detailed feasibility and advancement of mine planning and development. In particular, we plan to drill an additional 175 holes to delineate both an increase in TREO and contained MREO into the inferred category. Our goal for additional resource definition drilling at the Itarantim Project is to delineate a further 650 MT of TREO and an additional 200 MT of high-grade resource within existing and new MREO domains. In addition, we may in the future investigate and execute on opportunities to acquire additional rare earth projects. The initial cost of such exploration and project advancement is set out above and may vary as the Itarantim Project progress. The approximate amount of time spent on this resource definition drilling will also vary with the success of these exploration efforts, and is currently estimated to be approximately nine months. The long-term feasibility of developing the Itarantim Project into a profitable mining operation will in part be directly related to the costs and success of our exploration programs, which may be affected by a number of factors. See “Risk Factors”.

No Positive Operating Cash Flow

We had no positive operating cash flow for the year ended March 31, 2026 or the year ended March 31, 2025. If we continue to have no positive cash flow into the future, net proceeds may need to be allocated to fund our operations. We anticipate we will have negative cash flow from operating activities in foreseeable future periods. We are dependent on the sale of equity capital and/or access to credit in order to finance our exploration operations. See “Risk Factors”.

SHARE ADJUSTMENT

On May 12, 2026, we effected a 100,000 for 1 share adjustment to increase the number of our outstanding ordinary shares. The ownership interest in IMC by our shareholders—including Rhino Mining Limited, St. James Place Limited, and International Mineral Corporation Holdings Ltd—were not affected by the share adjustment. Unless otherwise indicated, and other than the consolidated financial statements and the related notes included elsewhere in this prospectus, the number of ordinary shares of IMC presented in this prospectus is adjusted to reflect the share adjustment.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our ordinary shares, and we do not intend to pay any cash dividends in the foreseeable future. Our Board has complete discretion in deciding whether to distribute dividends, subject to certain restrictions under Cayman Islands law, namely that our company may only pay dividends out of profits or share premium, and provided always that in no circumstances may a dividend be paid if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our Board. Even if our Board determines to pay dividends, the timing, amount and form of future dividends, if any, and will depend on many factors, including our financial condition, results of operations, liquidity, earnings, projected capital and other cash requirements, legal requirements, restrictions in the agreements governing any indebtedness we may enter into, our business prospects and other factors that our Board deems relevant.

Any dividends to be paid by us are not subject to taxation in the Cayman Islands under current laws and regulations. See “Taxation—Cayman Islands Tax Considerations.”

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion of the Company’s financial condition and results of operations should be read together with the Company’s audited consolidated financial statements for fiscal year ended March 31, 2026 and 2025, each prepared in accordance with IFRS and the related notes and the other financial information included elsewhere in this prospectus. Amounts for subtotals, totals and percentage variances included in tables may not sum or calculate using the numbers as they appear in the tables due to rounding. This discussion contains forward-looking statements that involve significant risks and uncertainties. The Company’s actual results, performance and achievements could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this prospectus, particularly under “Risk Factors” and “Cautionary Note Regarding Forward-looking Statements.”

Overview

We are an exploration stage company, and our main project is currently the Itarantim Project. We have no operating revenues and do not anticipate generating revenues for the foreseeable future. The Itarantim Project is a rare earth element (“REE”) exploration project located in the States of Bahia and Minas Gerais, Brazil. See “Business—Property, Plants and Equipment” for further information regarding the Itarantim Project. We may also in the future evaluate and acquire additional interests in rare earth element projects. We are in the pre-revenue development stage and have not yet commenced any mining operations. As we are in the exploration stage, our expenses primarily consist of geological studies, drilling programs, and related administrative costs.

Exploration and Development Plans

Our plan of operations for the next few years includes continuing our exploration of the Itarantim Project and commencing primary construction of the infrastructure of the Itarantim Project. We also may in the future evaluate and acquire additional interests in other REE projects.

Once our operations commence, our operating activities will be focused on the extraction and processing of REE from the Itarantim Project and selling and distributing the processed REE. We hold all of the mineral rights for the Itarantim Project through our wholly-owned local subsidiary in Brazil, Niobium Brazil Importação e Exportação Ltda., and such mineral rights are registered with the ANM. The Research Permits grant the right to access the land for which the permits cover. The right to access the land does not confer control or economic benefits. This includes all of the land on which our proposed mine and processing infrastructure will be constructed. For additional information, see “Business—Regulatory Overview—Brazilian Mining Regulations,” Business—Land Access,” and “The Itarantim Project.”

Results of Pre-Operation Development Activities

The following discussion and analysis of our financial condition and results of operations for the years ended March 31, 2026 and 2025 should be read in conjunction with our audited consolidated financial statements and the related notes for the years ended March 31, 2026 and 2025.

Year ended March 31, 2026 compared to year ended March 31, 2025

Exploration and evaluation expenses

For the year ended March 31, 2026, we incurred exploration and evaluation costs of $1.3 million compared to $1.8 million for the year ended March 31, 2025. These costs relate to geological consulting services including geological mapping, geochemical sampling, exploratory drilling, preliminary metallurgical test work, and the estimation of a mineral resource. The costs decreased year-over-year due to less drilling activity during the year ended March 31, 2026, despite the project continuing to gain momentum. Given the early stage of the project and the uncertainties of success, management have expensed all exploration and evaluation expenses as per the guidance under IFRS 6.

General and administrative expenses

General and administrative expenses were $1.9 million for the year ended March 31, 2026 compared to $0.2 million for the year ended March 31, 2025. General and administrative costs increased in the year ended March 31, 2026 as we prepared for the pending IPO which resulted in an increase of audit fees, legal fees and other professional fees. There are currently no employees, however, Mr. Scolaro was engaged as a contractor during the year ended March 31, 2026 for $0.3 million. There was no such cost in the year ended March 31, 2025.

Finance costs

We incurred finance costs of $0.2 million for the year ended March 31, 2026 compared to $0.1 million for the year ended March 31, 2025. The cost relates to an imputed interest charge on the related party loan that is advanced with a zero interest charge. The imputed interest is calculated in accordance with IFRS 9.

Gains on fair value changes

On November 11, 2025, we entered into a subscription agreement with SJP that provides for SJP to acquire 1% of our issued share capital and warrants for $5 million (the “SJP Warrants”). The subscription was completed on December 1, 2025, with 11 ordinary shares issued to SJP and 5,000,000 warrants granted to SJP with an exercise price of $15 per warrant. The SJP Warrants, if fully exercised, convert into 15% our issued ordinary share capital at the time of exercise. If the SJP Warrants are not fully exercised the ordinary shares will be issued on a pro rata basis. The SJP Warrants have a maturity date of December 1, 2028. The SJP Warrants also include a contingent settlement provision triggered by a change of control event. Under this provision, any unexercised SJP Warrants are automatically exchanged for ordinary shares equivalent to 15% of the Company’s issued ordinary share capital immediately prior to the event, without payment of the exercise price or any other consideration. The fair value of the instrument between issue date and March 31, 2026 was $0.1 million.

On December 1, 2025, we granted Havilah the right to exchange the royalty interest for ordinary shares, cash, or a combination thereof, of IMC (the “Royalty Option”). Upon exercise of the Royalty Option, the number of IMC common shares issuable to Havilah shall be equal to the value of the royalty, discounted at a rate of five percent, divided by the volume-weighted average price per IMC common shares for the thirty trading days immediately preceding. Management has determined that the royalty option agreement meets the definition of a derivative financial instrument under IFRS 9 due to its variable settlement features and dependency on underlying royalty values. The fair value of the instrument between issue date and March 31, 2026 was $0.1 million.

There was no warrant liability and royalty option liability during the year ended March 31, 2025.

Our total comprehensive loss was $3.2 million for the year ended March 31, 2026 compared to $2.1 million for the year ended March 31, 2025.

Trend Information

Because we are still in the pre-revenue development stage and have not yet commenced any mining operations, we are unable to identify any recent trends in our revenue or expenses, including any known trends relating to uncertainties, demands, commitments or events involving our business that are reasonably likely to have a material effect on our revenues, income from operations, profitability, liquidity or capital resources, or that would cause the financial information in this prospectus to be indicative of future operating results or financial condition.

Liquidity and Capital Resources

Overview

We commenced operations without company bank accounts and as such, expenses were initially paid directly by Francesco Scolaro which resulted in a related party loan balance of $2.9 million at March 31, 2026 compared to $2.5 million at March 31, 2025. We now have a banking relationship with Santander Bank and Pictet Group and expenses are now, in the main, being paid from these accounts.

As of March 31, 2026, we had cash and cash equivalents of $2.7 million as compared to $296 as of March 31, 2025 and an outstanding loan from Mr. Scolaro of $2.9 million as of March 31, 2026 as compared to $2.5 million as of March 31, 2025. During the year ended March 31, 2026, we received an equity investment of $5.0 million from St. James Place of which $1.4 million was used to repay a portion of the loan from Mr. Scolaro. The loan is advanced with zero interest charge and is due to be repaid in full by June 30, 2027. There are also balances due to other related parties controlled by Mr. Scolaro that amount to $0.4 million as of March 31, 2026 and March 31, 2025. These amounts are outstanding with no interest charge.

We will require additional financing to continue exploration activities and to advance projects. It is anticipated that the cash we currently hold together with the loan facility with Mr. Scolaro will be sufficient to fund the Company through this offering.

Cash Flows

The following table summarizes our cash flow data and cash and cash equivalents for the years ended March 31, 2026 and 2025:

Cash Flows from Operating Activities

Cash outflows from operating activities were $2.7 million for the year ended March 31, 2026 compared to outflows of $1.5 million for the year ended March 31, 2025. Of the operating cash outflows incurred during the year ended March 31, 2026, $1.3 million consisted of evaluation and explorations costs compared to $1.4 million for the year ended March 31, 2025. Other operating outflows during the year ended March 31, 2026 related to audit, legal and professional fees in relation to the IPO together with a fee paid to Mr. Scolaro of $0.3 million.

Cash Flows from Investing Activities

There were no material cash flows from investing activities during the years ended March 31, 2026 or 2025.

Cash Flows from Financing Activities

Total cash inflows from financing activities were $5.4 million during the year ended March 31, 2026 compared to inflows of $1.5 million during the year ended March 31, 2025. Our cash flows from financing activities in the year ended March 31, 2026 were from a zero interest-based loan from Mr. Scolaro and the subscription of $5 million from St. James Place Ltd.

Critical Accounting Policies; Estimates

We prepare our consolidated financial statements in accordance with IFRS, which requires us to make judgments, estimates, and assumptions. We continually evaluate these judgements, estimates and assumptions based on the most recently available information, historical experience, and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates. Some of our accounting policies require a higher degree of judgment than others in their application and require us to make significant accounting estimates.

The following descriptions of significant accounting policies, judgments, and estimates should be read in conjunction with our consolidated financial statements and other disclosures included in this prospectus. When reviewing our consolidated financial statements, you should consider (i) our selection of significant accounting policies, (ii) the judgments and other uncertainties affecting the application of such policies, and (iii) the sensitivity of reported results to changes in conditions and assumptions.

Exploration and Evaluation Expenditures

IFRS 6 provides guidance on the accounting of exploration and evaluation expenditures, and in particular if such expenditures should be capitalized or expensed. In order to determine the treatment, IFRS 6 provides the below criteria:

Given the early stages of our business and the uncertainties associated with our success, our management has taken the approach to expense all exploration and evaluation costs incurred during the years ended March 31, 2026 and 2025.

Business Combinations Under Common Control

We have expanded as a group through the introduction of new legal entities that were owned by a common controlling shareholder, Mr. Scolaro. As such our consolidated financial statements reflect a position that the existing structure has been in place throughout the years ended March 31, 2026 and 2025. As such, the reserves are fully reflected and no goodwill is calculated when new entities, under common control, have joined the IMC group structure. This presentation ensures comparability and reflects the continuity of entities under common control.

As of March 31, 2025, IMC Cayman, NBI, IMC Brazil, IMC St Vincent and Ionic have been combined in the financial statements to show continuity of entities under common control and present the Group as it would look once the reorganization had been complete with IMC Cayman being incorporated as the parent to the Group and Ionic being transferred from another entity controlled by Mr. Scolaro. As of March 31, 2026, after the completion of the reorganization, IMC Cayman, NBI, IMC Brazil, IMC St Vincent and Ionic have been consolidated in the financial statements.

Determination of Market Interest Rate for Shareholder Loan

In determining the fair value of the loan from a related party at initial recognition, management was required to estimate the market interest rate that would apply to an equivalent loan provided by an unrelated lender under similar terms and conditions. This involved the exercise of significant judgement, as there are no directly observable market rates for financing arrangements of this nature, particularly given the related party relationship and the absence of contractual interest.

Management considered factors such as the IMC group’s credit risk profile, prevailing market lending rates within the rare earth mineral mining industry, the maturity of the business and the IMC group’s access to alternative sources of funding. The rate applied represents management’s best estimate of a market-based rate of interest at the reporting date.

SJP Warrants

In the process of classifying SJP Warrants (as defined herein), management has made various judgments. Judgment is needed to determine whether the instrument on initial recognition is classified as a financial liability or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability and an equity instrument. In making its judgment, management considered the detailed criteria and related guidance for the classification of financial instruments as set out in IAS 32.

SJP Warrants are classified as a financial liability on the basis that they do not meet the fixed-for-fixed condition due to the contingent settlement provision triggered by a change of control event.

The contingent settlement provision was removed by amendment on June 26, 2026. See “Recent Developments.”

Royalty Options

On September 25, 2025, Niobium entered into a royalty agreement with Havilah, which entitles Havilah to 3.5% of the gross proceeds of all minerals produced and sold from IMC’s properties, in perpetuity. On December 1, 2025, we granted Mineradora Havilah Importação e Exportação Ltda. (“Havilah”), a Brazilian entity indirectly wholly-owned by Mr. Scolaro, the right to exchange its royalty interest for common shares, cash, or a combination thereof, of IMC (the “Royalty Option”). Upon exercise of the Royalty Option, the number of IMC common shares issuable to Havilah shall be equal to the value of the royalty, discounted at a rate of five percent, divided by the volume-weighted average price per IMC common shares for the thirty trading days immediately preceding, with a value floor of ten (10%) percent of the aggregate market value of IMC at the date of IMC’s IPO. Management has determined that the royalty option agreement meets the definition of a derivative financial instrument under IFRS 9 due to its variable settlement features and dependency on underlying royalty values.

Recently Released Accounting Standards

A description of recently issued accounting pronouncements that may potentially impact our consolidated balance sheet and consolidated results of operations is disclosed in Note 2 to our audited consolidated financial statements included elsewhere in this prospectus.

Going Concern

Our consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Our ability to continue as a going concern is contingent upon our ability to raise additional capital as required.

We incurred a net loss of approximately $3.2 million and $2.1 million for the years ended March 31, 2026 and 2025, respectively, and as of March 31, 2026, we had a total deficit of approximately $7.1 million.

We will require additional financing for working capital and the continuing development of the Itarantim Project, as well as to repay our trade payables. As a result of our continuing operating losses, our continuance as a going concern is dependent upon our ability to obtain adequate financing to pay our current obligations, finance our development activities, and reach profitable levels of operation. It is not possible to predict whether any financing efforts will be successful or if we will obtain the necessary financing. We have previously been successful in raising the necessary financing to continue our operations in the normal course, and in November 2025 we obtained a $5 million investment from SJP that we believe, together with the loan facility for $5 million from Mr. Scolaro, is sufficient to fund our operations through the earlier of twelve months from the date of the signing of our consolidated financial statements or the consummation of this offering.

To date, we have generated no cash from operations and negative cash flows from operating activities. All costs and expenses in connection with our formation, development, legal fees and administrative support have been funded by our borrowings from Mr. Scolaro and the investment from SJP. We intend to finance our operations through additional equity and debt financings.

Inflation

Because we conduct our business through our local subsidiaries in Brazil, IMC Rare Earths Participações Ltda. and Niobium, we are exposed to inflation rates in Brazil. The Brazilian inflation rate as of March 31, 2026 of 4.1% was marginally higher than the central bank target of 3% but materially lower than prior periods when the inflation rate was in the double digits. However, we cannot predict future inflationary pressures and persistent high rates of inflation may have a material adverse effect on our results of operations.

Impact of Foreign Currency Fluctuations on Results

Currently, our largest expense items are denominated in our reporting and functional currency of U.S. dollars. We also raise capital in U.S. dollars and expect future revenues to be denominated in U.S. dollars.

Capital Expenditures

As of March 31, 2026 we have not incurred any capital expenditures, capitalized any evaluation or exploration costs, or recognized any research and development expenditure as an internally generated intangible asset.

Indebtedness

As of March 31, 2026, we have an unsecured loan from Francesco Scolaro that bears no interest (0% per annum) and is due to be repaid by June 30, 2027, but is contingent on the group having sufficient available cash flow and will be called only when management determines that funds are available to repay. The terms reflect a concessionary arrangement to support the group’s liquidity.

Off Balance Sheet Arrangements

As of March 31, 2026, we had the below off-balance sheet arrangements:

On June 25, 2025, IMC and Niobium entered into an offtake agreement with Havilah, whereby Niobium granted Havilah, the Brazilian entity indirectly wholly-owned by Mr. Scolaro, the right to fifty percent (50%) of all minerals extracted from IMC’s properties, together with the option to purchase an additional twenty five percent (25%), each at a price based on the monthly average spot or settlement price of the minerals on Fastmarkets. Management has determined that the offtake agreement qualifies for the own use scope exemption under IFRS 9 and is therefore accounted for as an executory contract under IFRS 15, with revenue recognized when the corresponding performance obligation is satisfied.

On September 25, 2025, Niobium entered into a royalty agreement with Havilah, which entitles Havilah to 3.5% of the gross proceeds of all minerals produced and sold from IMC’s properties, in perpetuity. Management has determined that the royalty agreement qualifies for the own use scope exemption under IFRS 9 and is therefore accounted for as an executory contract under IFRS 15, with royalty recognized when the corresponding performance obligation is satisfied.

On May 15, 2026, we entered into an amended warrant agreement with Americas Rare Earths Holdings Ltd (“Americas Holdings”), the parent company of Havilah, to issue Americas Holdings warrants exercisable from grant date through the five-year anniversary of the IPO, representing in aggregate 20% of the Company’s fully diluted equity immediately prior to the IPO, structured in four equal 5% tranches with exercise prices equivalent to the IPO offering price plus a 10%, 20%, 30% or 40% premium. Up to the date of these consolidated financial statements, no warrants have been issued and accordingly, no accounting treatment is required.

Contractual Obligations

As of March 31, 2026, we had no contractual obligations.

Recent Developments

On May 8, 2026, the Company amended the SJP Warrant Agreement dated December 1, 2025, with SJP to clarify that the warrants, if exercised in full, shall convert into such number of ordinary shares representing 15% of the fully diluted ordinary shares of the Company outstanding immediately prior to exercise, instead of issued ordinary share capital of the Company outstanding immediately prior to the exercise. This amendment replaces the prior clause and has no effect on the consolidated financial statements for the year ended March 31, 2026.

On May 12, 2026, the authorized share capital of the Company increased from US$50,000 divided into 500,000,000 shares of US$0.0001 par value each to US$200,000 divided into 2,000,000,000 shares of US$0.0001 each and bonus shares are issued at par value in the ratio of 100,000 bonus shares to one existing share. The number of outstanding ordinary shares after the bonus issue was 101,100,000.

On May 15, 2026, the Company entered into an amended warrant agreement with Americas Rare Earths Holdings Ltd (“Americas Holdings”), the parent company of Havilah, to issue Americas Holdings warrants exercisable from grant date through the five-year anniversary of the IPO of the Company, representing in aggregate 20% of the Company’s fully diluted equity immediately prior to the IPO, structured in four equal 5% tranches with exercise prices equivalent to the IPO offering price plus a 10%, 20%, 30% or 40% premium per ordinary share, respectively. Up to the date of these consolidated financial statements, no warrants have been issued and accordingly, no accounting treatment is required.

On June 3, 2026, the Company and SJP entered into a second amendment to the SJP Warrant Agreement pursuant to which (i) the SJP Warrants are not exercisable, in whole or in part, at any time prior to the consummation of this Offering; (ii) the SJP Warrants are subject to a beneficial ownership limitation pursuant to which SJP may not exercise the SJP Warrants to the extent that, after giving effect to such exercise, SJP, together with its affiliates and any persons whose beneficial ownership of our ordinary shares would be aggregated with SJP’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would beneficially own in excess of 9.99% of our then-outstanding ordinary shares (the “Beneficial Ownership Limitation”), and SJP has covenanted that it will not at any time hold or beneficially own ordinary shares representing more than 9.99% of our outstanding ordinary shares, or take any action that would cause it to become an affiliate of the Company within the meaning of Rule 144 under the Securities Act; and (iii) from and after the consummation of this offering, SJP has agreed to effect any sale or other disposition of ordinary shares (including ordinary shares issued upon exercise of the SJP Warrants) in an orderly manner. The Beneficial Ownership Limitation may not be amended, waived, increased or terminated by SJP, survives any transfer of the SJP Warrants and applies to any successor or permitted assignee holder. As a result of the Beneficial Ownership Limitation, the number of ordinary shares beneficially owned by SJP that is reflected in the beneficial ownership tables included elsewhere in this prospectus is limited to 9.99% of our outstanding ordinary shares, notwithstanding the number of ordinary shares issuable upon exercise of the SJP Warrants in full. This amendment has no effect on the consolidated financial statements for the year ended March 31, 2026.

On June 26, 2026, the Company and SJP entered into a third amendment to the SJP Warrant Agreement. The third amendment amended the existing warrant instrument to fix the number of shares at 15% of the fully diluted shares outstanding at the time of the Offering, and to remove the prior change of control provision, under which unexercised warrants would have been automatically exchanged for ordinary shares upon a change of control without payment of the subscription price.

On June 26, 2026, the Company and SJP entered into a separate warrant instrument (the “2026 SJP Warrants”) which provides SJP with warrants to subscribe for ordinary shares only upon the occurrence of a change of control and only to the extent the warrants under the SJP Warrants have not been exercised. Prior to a change of control, the 2026 SJP Warrants do not become effective, confer no rights on SJP, and do not provide SJP with any right to acquire, subscribe for, vote or dispose of ordinary shares.

If a change of control occurs on or before December 1, 2028, the 2026 SJP Warrants, other than any portion that has become void as a result of the exercise of the existing SJP warrants, will become effective and exercisable in connection with, and conditional upon and with effect immediately prior to, the consummation of such change of control. If exercised in full, the 2026 SJP Warrants would be exercisable for nominal consideration for such number of ordinary shares representing 15% of our fully diluted ordinary shares outstanding immediately prior to exercise.

The 2026 SJP Warrants and the SJP Warrants are separate instruments and mutually exclusive in the aggregate. If the existing SJP warrants are exercised in whole or in part, a corresponding proportion of the 2026 SJP Warrants will automatically and immediately become void and incapable of exercise. If the SJP Warrants are exercised in full, all of the 2026 SJP Warrants will become void and the 2026 SJP Warrants will terminate. Accordingly, the existing SJP warrants and the 2026 SJP Warrants are not intended to provide St. James Place Limited with duplicative rights to acquire ordinary shares.

BUSINESS

Overview

We are a mineral exploration and development company, and our main REE project is the Itarantim Project located in the States of Bahia and Minas Gerais, Brazil. Drilling on this IAC REE deposit has identified a mineral resource of 1.1 billion MT with an average grade of 1,233 ppm TREO. We have no operating revenues and do not anticipate generating revenues for the foreseeable future. We were incorporated on September 19, 2025 in the Cayman Islands as IMC Rare Earths Ltd.

We are developing rare earth mining projects in Brazil with a focus on exploration, development and long-term supply of certain REEs. We are seeking to establish one of the largest high-grade MREE deposits outside of China and Myanmar, with the ability to supply to rare earth metal markets in the United States and Europe. Based on our exploration results to date, we believe we have the potential to integrate the Itarantim Project into an emerging U.S. rare earth supply chain by supplying our target markets’ growing demand for MREOs.

The reported tonnage and grade reflect the geological block model and are expressed as tonnes and grade (ppm TREO) in the ground. The resource is constrained by a mineralised envelope defined at a statistical threshold of approximately 630 ppm TREO, which distinguishes mineralised material from surrounding lower-grade zones.

No adjustments have been made to the reported Mineral Resource for mining recovery, dilution, metallurgical recovery, payability, or other economic modifying factors. These factors have been considered separately to support reasonable prospects for eventual economic extraction, including the derivation of the cut-off grade, but have not been applied to the reported resource.

Accordingly, the Mineral Resource is reported on an in-situ basis in compliance with Item 1304(d)(1) of Regulation S-K.

The Itarantim Project is centered at approximately 15°41′ S latitude and 40°09′ W longitude (WGS 84).

Magnet Rare Earths Overview

REE are essential inputs for advanced technologies that enable and power modern innovation in transportation systems, consumer electronics, renewable energy infrastructure and industrial automation. The so-called MREEs—Nd, Pr, Dy and Tb—are critical for manufacturing high-performance permanent magnets used in advanced technologies, including semiconductors, drones, military targeting systems, electric vehicles, wind turbines and other advanced electronics, such as smart phones, computer hard drives, data center components, robotics and automation and data storage.

Heavy Rare Earths

DyTb plays a critical role in improving the thermal stability and magnetic coercivity of permanent magnets. These properties enable magnets to maintain their strength even at elevated temperatures, which is important for applications that operate in high-heat environments. DyTb enhances a magnet’s ability to withstand thermal stress, which allows for enhanced efficiency and durability of the applications that utilize the magnet.

Dy is primarily used in high-performance permanent magnets, especially those found in electric vehicle motors, wind turbine generators and industrial robotics. Dy enhances magnetic coercivity, enabling magnets to retain their strength at high temperatures, which makes Dy important in applications where heat resistance and long-term performance are critical.

Tb is used in smaller amounts within permanent magnets to further improve thermal stability and magnetic strength under significantly stressful conditions. Tb is also used in solid-state devices, fluorescent lighting and as a green phosphor in display technologies. Its ability to modulate magnetic and optical properties makes it a versatile material in advanced electronics and clean energy systems.

Light Rare Earths

NdPr is highly valued for its use in generating strong magnetic fields and high energy densities within permanent magnets. NdPr is primarily used in NdFeB permanent magnets for electric machines such as EV traction motors, wind power generators, drones, robotics, electronics and a growing list of other applications. NdPr enables high magnetic performance with excellent efficiency, which is fundamental to the operation of clean energy technologies and advanced industrial applications.

Nd is used in high-performance permanent magnets, such as NdFeB magnets, which are widely used in electric vehicles, wind turbines, and a range of consumer electronics. Nd provides exceptionally high magnetic strength, allowing for miniaturization and improved efficiency of devices that rely on magnetic components. In addition to magnets, Nd is used in specialty optics and lasers, where its electronic transitions are harnessed to generate coherent light for industrial and medical applications.

Pr is primarily used in combination with Nd in magnet production to enhance thermal stability and reduce material costs, while maintaining strong magnetic performance. Pr also improves the resistance of magnets to demagnetization at elevated temperatures, contributing to overall durability. Beyond its role in magnets, Pr is utilized as a colorant in glass and ceramics and in certain high-temperature alloys, where it enhances mechanical strength and oxidation resistance.

Market Opportunity for Magnet Rare Earths

According to Adamas Intelligence Inc., total magnet-related rare earth oxide demand is forecasted to increase at a CAGR of 8.4% by 2040, with prices projected to increase at CAGRs of 4.0% to 5.5% over the same period (Adamas Intelligence Inc., Global market for magnet rare earth oxides to increase 7-fold by 2040 (January 2026)). Rare earth materials are used in a diverse array of end markets, including electric vehicles, robotics, renewable energy generation and storage, consumer products, medical devices and defense systems.

The global transition to clean energy and advanced technology is fueling an unprecedented surge in demand for magnet rare earths, particularly Dy and Tb, elements critical to electric vehicles, wind turbines, and defense systems. As China continues to dominate over 90% of rare earth refining capacity, Western markets are urgently seeking secure, sustainable supply alternatives. We believe we are uniquely positioned to fill this gap by offering significant and high-grade resources and simple, low-cost extraction, delivering both economic and environmental advantages that we believe few competitors can match. Supported by strong local infrastructure, a stable regulatory environment, and advanced discussions for U.S.-based processing partnerships, we are poised to become a cornerstone supplier to Western supply chains. We believe that this combination of resource quality, timing, and strategic alignment provides us with a compelling opportunity to lead the next generation of rare earth production.

Our Strategy

Our strategy is to develop into a globally significant, sustainable supplier of high-value MREEs, particularly Dy and Tb, by advancing our flagship Itarantim Project in the States of Bahia and Minas Gerais, Brazil. We are focused on rapidly de-risking the project through a staged exploration and development approach, targeting high-grade MREO domains delineated by drilling. By prioritizing environmentally responsible ionic-adsorption clay extraction methods, operating in an ideal mining jurisdiction, and leveraging Brazil’s strategic position between Eastern and Western markets, we aim to establish a reliable Western source of critical rare earths. Over the longer term, our strategy extends beyond mining to the creation of a vertically integrated, closed-loop rare earth supply chain in Brazil, encompassing carbonate and oxide production, separation, and ultimately permanent magnet manufacturing, supporting global energy transition and advanced technology markets.

Exploration Plans. To date, our exploration of the Itarantim Project has only covered a small portion of the licensed area. Over the next two years, we plan to conduct further exploration activities at the Itarantim Project, including geological and geophysical surveys, drilling, sampling, assaying and technical and metallurgical studies, to advance the evaluation of the project’s mineral resources, with the goal of converting the Itarantim Project to a development stage property. In particular, we plan to drill an additional 175 holes to delineate both an increase in TREO and contained MREO into the inferred category. Our goal for additional resource definition drilling at the Itarantim Project is to delineate a further 650 MT of TREO and an additional 200 MT of high-grade resource within existing and new MREO domains. We may in the future evaluate and acquire additional interests in REE development and exploration projects.

Development Plans. Our development plan is a staged, conservative strategy designed to rapidly advance the Itarantim Project from exploration into development and long-term production while minimizing capital intensity and technical risk. We plan to undertake detailed metallurgical testing and other technical studies, supported by field trials and pilot plant testing targeting high-grade MREO domains, to optimize the metallurgy and validation of operating costs, with the completion of permitting and technical studies. Our development approach will leverage near-surface, free-dig mining, proven ionic adsorption clay processing, modular plant design, and progressive rehabilitation, that we believe will allow for flexible expansion, strong ESG performance, and a clear pathway to downstream integration and future value growth.

Strategic Partnerships. We view strategic partnerships as a key pillar in accelerating development, reducing execution risk, and building long-term value from the Itarantim Project. We intend to collaborate with established third-party refiners for early-stage processing of mixed rare earth carbonate, enabling near-term market access while minimizing capital intensity. We are also pursuing relationships with downstream end-users, magnet manufacturers, and government-supported critical minerals initiatives in Western markets to support offtake, supply chain security, and future vertical integration. In parallel, technical partnerships with specialist processing groups and research institutions will be sought to optimize ionic adsorption clay REE extraction, in-situ recovery techniques, and environmentally responsible processing. Together, these partnerships are designed to support our evolution into a reliable, Western supplier of high-value MREE within diversified global supply chains.

On June 25, 2025, IMC, Niobium, and Havilah entered into an offtake agreement pursuant to which Niobium agreed to sell, and Havilah agreed to purchase, 50% of all rare earth product extracted from the Itarantim Project, with Havilah holding an option to acquire an additional 25% of production not otherwise committed under the agreement, each at a price based on the monthly average spot or settlement price of the minerals on Fastmarkets. The agreement becomes effective upon commercial operation of the facilities and continues until the later of depletion of sufficient product to meet minimum production thresholds and 30 years from the start date, unless earlier terminated. IMC provided an unconditional guarantee of Niobium’s performance obligations under the agreement, including minimum production and delivery obligations. The agreement also grants Havilah customary step-in rights upon specified trigger events, including significant production shortfalls, operational failures, uncured defaults or insolvency, permitting Havilah to assume operational control of the properties and facilities. The purchase price is based on a formula tied to the quantity of payable rare earth elements delivered, applicable market reference prices, recovery and payable factors, discounts, treatment charges, moisture adjustments and impurity penalties.

Our Competitive Strengths

Compelling Value Proposition with Potential for Expansion. The Itarantim Project contains an estimated 1.1 billion tons of inferred mineral resources, based on a cut-off grade of 650 ppm TREO. The deposit hosts critical rare earth elements, including NdPr and DyTb, which are essential inputs for high-performance permanent magnets and other advanced technologies. Given the limited exploration conducted to date, we believe there is significant potential to expand the known resource base through additional drilling and exploration activities. The Itarantim Project positions us to capture the growing demand for strategically important rare earth elements and to strengthen our presence in the global supply chain.

Strategic Location with Established Infrastructure. Brazil is an ideal mining jurisdiction that boasts a stable regulatory framework, strong mining investment support, and Mercosur trade benefits. Brazil’s geographic position also provides a strategic advantage, with proximity to key U.S. and European markets relative to the current primary sources of REE supply, supporting shorter logistics chains and more resilient delivery routes. The Itarantim Project is situated near and on the border of the States of Bahia and Minas Gerais, a region with well-developed infrastructure, including established transportation networks, power and water utilities, and an experienced local workforce with deep mining expertise. The area is already home to several large-scale mining operations, and we believe that its existing infrastructure will be an asset as we scale up our operations. This combination of favorable jurisdictional conditions and robust regional infrastructure positions us to efficiently advance project development and ultimately support the supply of REE to global markets.

Use of Lower Cost Mining Methods that Result in Reduced Environmental Impact. If we are able to advance the Itarantim Project to the development stage, we intend to leverage simple, low-cost mining and extraction methods, with scalable leaching and processing methods that offer competitive operating advantages over conventional hard-rock rare earth projects. Such mining methods are possible because the Itarantim Project is an ionic adsorption clay deposit in which REEs are loosely bound to clay particles within the near-surface regolith. The deposit occurs at the surface and extends to depths of 30 meters or more, and can be mined without the need for drill and blast operations, expensive crushing, milling, or energy-intensive mining methods associated with traditional hard-rock rare earth projects. We expect to be able to extract REEs from the Itarantim Project in a cost-efficient manner that enables high leachable recovery rates and REE grades. In parallel, we are evaluating opportunities to integrate downstream separation and purification technologies designed to produce higher-value, separated oxides into our development plans. Moreover, using leach mining to extract our REEs is expected to avoid large-scale rock excavation and blasting, require less energy and minimize waste, which is expected to reduce health and safety risk and environmental impact.

Market Potential Supported by Demand. The MREE market is entering a dynamic growth phase driven by increased demand for electric vehicles, renewable energy systems, electronics and advanced defense technologies. This demand trend is underpinned by an undersupply of MREOs in U.S. and European markets, and China accounting for approximately 60% of the world’s mined rare earth output and over 90% of the world’s rare earth refining capacity. However, recent discussions in the United States and European Union around stockpiling and diversifying sources of REEs have intensified as geopolitical tensions with China, including China’s recent restrictions on rare earth exports, have accelerated efforts to reduce reliance on China as a source of REEs. According to S&P Global, China’s export controls have driven up prices for REEs, underscoring a tightening supply amid global efforts to diversify away from China (S&P Global, Rare earth supply bottlenecks set to persist in 2026 (January 2026)). We aim to position ourselves as a reliable supplier of critical rare earth materials to Western markets. With rising prices of MREOs and Western governments prioritizing secure critical mineral supply, we believe the Itarantim Project has the potential to become a key source of MREOs in the evolving global rare earths value chain.

The Itarantim Project

The following information is condensed and extracted from our Technical Report, which is filed as an exhibit to the registration statement of which this prospectus forms a part. You should refer to the full text of the Technical Report for further information regarding the Itarantim Project.

Project Description, Location and Access

The Itarantim Project is an IAC REE exploration project located in the States of Bahia and Minas Gerais, northeastern Brazil, approximately 10 km west of the town of Itarantim. The Itarantim Project is centered at approximately 15°41′ S latitude and 40°09′ W longitude (WGS 84).

The project consists of 27 Research Permits, covering approximately 111,700 acres (452 km²), all held by Niobium Brazil Importação e Exportação Ltda., a wholly owned subsidiary of IMC. All licenses are in good standing with expiry dates between the date of this prospectus and December 2028, provided that several Research Permits due to expire in January 2026 were renewed to December 2028. The Research Permits are renewable for up to the same initial period.

Access to the property is via sealed highways from Vitória da Conquista to Itarantim (approximately two hours travel time by road), followed by unsealed rural roads leading directly into the license areas. The Research Permits grant the right to access the land for which the permits cover. The right to access the land does not confer control or economic benefits. The regional infrastructure is well developed, with power, fuel, and supplies available locally. The nearest airport is located in Vitória da Conquista (110 km northwest), and major ports at Salvador (350 km northeast), as well as a planned deep-water port at Porto Sul (150 km northeast), provide potential export routes. Basic electricity supply is available to the Itarantim Project via the State electrical grid and water supply is readily available via local sources including local storage facilities and water bores. There is a reliable labor source locally in Itarantim and adjacent locales. Bahia State is located adjacent to the State of Minas Gerais, an established mining jurisdiction in Brazil, and therefore experienced mining personnel should be readily available to support future mining activities in the region.

The surrounding area is characterized by moderately rugged topography with elevations ranging from low-lying grasslands to granite ridges. A lateritic regolith, locally up to 30 meters thick, has developed over alkaline granite bedrock and forms the principal host for the REE mineralization. The area experiences a tropical climate with seasonal rainfall and temperatures that are warm to hot year-round. Cattle ranching is the dominant land use, and vegetation is mostly grass and shrubland.

We have rights of access to or have rights to occupy, through Niobium, the properties on which the facilities and infrastructure for the Itarantim Project will be located. The Research Permits grant the right to access the land for which the permits cover. The right to access the land does not confer control or economic benefits. As a result, we have not incurred any costs or recorded a book value associated with the property, plant and equipment.

The following map sets forth the location of the Itarantim Project:

The following map sets forth the tenure of the Itarantim Project:

Geological Setting, Mineralization and Deposit Types

Geological Setting

The Itarantim Project lies within the São Franciscan Craton and is underlain by the Itarantim Alkaline Granite Complex, part of the Neoproterozoic Itabuna Intrusive Suite. The complex comprises a series of alkaline granites, syenites and nepheline syenites, with localized aegirine- and biotite-bearing phases. These intrusions form part of a regional belt of alkaline and carbonatitic rocks known to host REE and niobium mineralization elsewhere in the States of Bahia and Minas Gerais.

Weathering of the Itarantim Complex under tropical conditions has produced an extensive regolith profile of lateritic soils, saprolite, and saprock, generally 4–30 meters thick. The regolith is the principal host to REE mineralization at the project.

Mineralization and Deposit Types

The REE mineralization at the Itarantim Project occurs as a regolith-hosted IAC deposit, similar in style to deposits mined in southern China and Myanmar. REEs are predominantly adsorbed onto fine-grained clay minerals, mainly kaolinite and halloysite, within the saprolite horizon (Chemical Index of Alteration 65–95 percent).

Analytical results indicate total rare earth oxide (TREO) grades of 500 ppm to 3,000 ppm, with 60–90 percent of REEs ionically adsorbed onto clays and therefore recoverable through mild inorganic salt leaching. The mineralization exhibits a distinct negative cerium anomaly typical of IAC systems derived from the weathering of monazite-bearing granites. The deposit is enriched in light and magnet REEs (Nd, Pr, Dy, Tb), key elements in high-performance permanent magnets.

Drilling

Between 2023 and 2025, we have completed a total of 532 machine-auger drillholes, comprising approximately 7,080 meters of drilling, across five contiguous resource blocks (A through E). Drilling was undertaken under the supervision of Cacto Geologia Mineração e Meio Ambiente Ltda., following documented standard operating procedures.

Each hole was drilled vertically, typically to depths of 10–20 meters, with 1 m sample intervals. Sample recovery averaged nearly 100 percent, and each interval was logged in detail for color, grain size and mineralogy. Samples were sealed, weighed, and dispatched to accredited laboratories for analysis. Drill collars were surveyed using RTK GPS and registered to high-resolution LiDAR topography.

The auger drilling confirmed continuous mineralization across multiple blocks, with TREO grades and leach recoveries consistent between holes and mineralization remaining open laterally and at depth. No prior exploration activities for any mineral commodity are known to have occurred on the Itarantim Project. Drilling for water resources for the provision of water to local farms is believed to have occurred, but details are unknown.

Exploration Plans and Associated Costs

The exploration program for the Itarantim Project comprises a phased 18-month work program integrating resource expansion, resource definition, and feasibility studies as set forth in the table below. Inferred resource extension activities, aimed at continual resource addition, will persist throughout the 18-month period. Indicated resource delineation drilling will be initiated in selected locations within high-grade domains. Measured resource drilling will be undertaken where sufficient geological continuity and grade confidence are established.

Metallurgical test work will initially target Inferred domains and progress to Indicated and Measured domains to support economic evaluation. Scoping-level assessments will advance into detailed mining, engineering, and environmental studies. The results of the program will then be integrated to support the delivery of an updated Mineral Resource Estimate, including Indicated and Measured categories, and a feasibility-level economic assessment.

Mineral Processing and Metallurgical Testing

Extensive metallurgical test work has verified that the REE mineralization at the Itarantim Project is ionically adsorbed and readily leachable using simple inorganic salt solutions. Testing programs were conducted at CDTN (Belo Horizonte), ALS Global, and the University of Brighton (UK) between 2023 and 2025.

Results demonstrated average leach recoveries of 55 percent for LREE-Ce and 58 to 70 percent for HREEs, with maximum recoveries exceeding 80 percent. Mineralogical analyses identified kaolinite and halloysite as the principal clay hosts, with negligible deleterious elements or radionuclides detected. The deposit is therefore metallurgically amenable to low-cost, environmentally manageable leaching processes similar to those used for Chinese IAC deposits.

Mineral Resource Estimates

The following table sets forth the mineral resource estimate in the Technical Report, with an effective date of March 31, 2025, and date of issue of January 16, 2026:

The following table provides a summary of the suite of individual oxides comprising the TREO grade, along with the proportion or “split” of each mineral comprising the TREO grade:

The following table represents REE commodity prices in USD used for Initial Assessment of Itarantim Inferred Mineral Resource, with a cut-off grade TREO >650 ppm, pricing effective March 31, 2025. For additional information, please refer to the Technical Report included in Exhibit 96.1 to our registration statement of which this prospectus forms a part.

The following table represents economic parameter (recovery) assumptions used for Initial Assessment of Itarantim Inferred Mineral Resource, with a cut-off grade TREO >650 ppm effective March 31, 2025. For additional information, please refer to the Technical Report included in Exhibit 96.1 to our registration statement of which this prospectus forms a part.