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Get filing alertsREalloys locks in 15-year rare earth supply deal with Critical Metals' Greenland project
Filed May 22, 2026 · Period ending May 18, 2026 · ~1 min read
Key Changes
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high
Company committed to purchase 15% of monthly production (up to 187.5 metric tons/month) from Critical Metals' Greenland rare earth project for 15 years, securing supply of neodymium, dysprosium, and other critical materials.
Item 1.01 verify on EDGAR → -
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Pricing tied to trailing 6-month market indices with 2% annual escalating floor, exposing company to commodity volatility while providing downside protection. Payable percentages range from 35% to 80% depending on element.
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medium
Take-or-pay penalty requires payment for uncommitted volumes plus supplier's mitigation costs if REalloys fails to accept delivery, creating cash flow risk if downstream demand weakens.
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medium
Late payments trigger interest at SOFR plus 3%; default provisions include failure to take 50%+ of committed quantities over 12 months, potentially straining liquidity during demand downturns.
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Summary
REalloys has secured a 15-year supply agreement for rare earth materials from Critical Metals' Greenland mining project, committing to purchase 15% of Phase 1 monthly production. The deal provides long-term access to critical materials like neodymium-praseodymium used in magnets and electronics, addressing supply chain concerns in a strategically important sector.
Retail investors should note this creates significant financial obligations. The take-or-pay structure means REalloys must accept and pay for committed volumes regardless of its own demand, with penalties for shortfalls. Pricing fluctuates with market indices but includes an escalating floor, creating both commodity exposure and minimum cost commitments that will impact margins and cash flow once deliveries begin.
Watch for updates on when deliveries commence and how REalloys finances these purchase commitments. The company will need sufficient working capital and downstream customer demand to absorb 187.5 metric tons monthly without triggering shortfall penalties or liquidity stress.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On May 18, 2026, REalloys Inc. (the “Company”) entered into that certain Rare Earth Product Offtake Agreement (the “Agreement”) with Critical Metals Corp, a company organized under the laws of the British Virgin Islands (“Critical Metals”), effective as of May 15, 2026 (the “Effective Date”).
The Company signed a binding 15-year supply agreement with Critical Metals to purchase rare earth concentrate from a Greenland mining project. This secures a long-term source of critical materials including neodymium-praseodymium, dysprosium, terbium, and yttrium, which are essential for various industrial applications including magnets and electronics.
Added in current filing · verify on EDGAR →
Pursuant to the Agreement, the Company is committed to purchase, and Critical Metals is committed to supply, 15% of the monthly Phase 1 production of rare earth element concentrate from the Project, subject to a per-delivery variance of plus or minus 5% (the “Monthly Committed Quantity”), provided that such quantity shall not in any calendar month exceed one-twelfth of 15% of 15,000 metric tons.
REalloys has committed to purchase 15% of monthly production from Phase 1, capped at approximately 187.5 metric tons per month (15% of 15,000 tons annual capacity divided by 12). This represents a binding purchase obligation that will impact the Company's cash flow and working capital requirements once deliveries commence.
Added in current filing · verify on EDGAR →
The Per Element Payment is calculated as the product of (i) the percentage applicable for each Payable Element as set forth in Schedule 2 of the Agreement (the “Payable Percentage”), (ii) the fixed contractual recovery yield applicable to each Payable Element as such formula is set forth in the Agreement (the “Recovery”), (iii) the contained kilograms of each Payable Element per metric ton of Product, on an oxide basis, as shown in the certificate showing the physical composition and chemical specifications of the Product comprising the Shipment based on the analysis conducted at the Critical Metals facility or at the port of loading, as issued by a third-party laboratory, and (iv) the applicable effective price of each Payable Element, on an oxide basis, being the higher of (a) a trailing six-month arithmetic average of specified ex-China industry indices, including Argus Media, Asian Metal and Fastmarkets (with secondary and tertiary fallback indices), and (b) a floor price subject to annual escalation of two percent (2%) (the “Effective Price”).
Pricing is tied to market indices with a floor price that escalates 2% annually, providing some downside protection but also exposing the Company to commodity price volatility. The formula uses payable percentages (75% for NdPr, 80% for Dy and Tb, 35% for Y) and recovery rates above 85%, meaning the Company pays for a portion of the contained rare earth elements based on market prices.
Added in current filing · verify on EDGAR →
If the Company fails to take delivery of all quantities of Product that have been delivered by Critical Metals under the Agreement for any Shipment due to reasons the Company is responsible for (an “Offtaker Shortfall”), the Company must pay to Critical Metals an amount equal to (i) the average of all Product Prices in the applicable calendar month in which the Offtaker Shortfall occurs multiplied by the volume of the Offtaker Shortfall, plus (ii) documented out-of-pocket mitigation costs incurred by Critical Metals, minus (iii) any proceeds received by Critical Metals from mitigating sales to third parties.
The Company faces financial penalties if it fails to take delivery of committed quantities, effectively requiring payment for product not received plus any additional costs incurred by the supplier. This creates a take-or-pay obligation that could strain cash flow if the Company's downstream demand weakens or processing capacity is insufficient.
Event · Item 7.01 — Regulation FD Disclosure
Company issued press release announcing entry into an agreement; details furnished under Regulation FD.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
On May 21, 2026, the Company issued a press release announcing its entry into the Agreement.
The company disclosed that it entered into an agreement and issued a press release about it on May 21, 2026.The information is furnished under Regulation FD, meaning the company is not asserting the disclosure is material or required.
Event · Item 9.01 — Financial Statements and Exhibits
REALLOYS INC. entered into a Rare Earth Product Offtake Agreement with Critical Metals Corp. on May 18, 2026.
Added in current filing · verify on EDGAR →
Rare Earth Product Offtake Agreement, dated May 18, 2026, by and between the Company and Critical Metals Corp.
The company has entered into a rare earth product offtake agreement with Critical Metals Corp. This type of agreement typically commits the buyer to purchase a specified quantity of rare earth products from the seller over a defined period, providing revenue visibility and potentially securing financing for production operations.
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Figures/quotes linked to EDGAR · Narrative written by AI · May 24, 2026 · How we verify