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Indicative, Conditional and Non-Binding Proposal Received by American Rare Earths
American Rare Earths Limited (ASX: ARR | OTCQX: ARRNF | ADR: AMRRY) (“ARR” or the “Company”) advises that it has received an indicative, conditional and non-binding proposal from a NASDAQ-listed Special Purpose Acquisition Company (“SPAC”) to acquire, by an issue of shares, the Company’s 100% owned subsidiary Wyoming Rare (USA) Inc, which holds the Company’s 2.34 billion tonne Halleck Creek Rare Earth Project (“Halleck Creek”). The proposal would have resulted in Wyoming Rare (USA) Inc. being listed (via a combination) with the SPAC as a separate entity on the NASDAQ Exchange in the USA.
Further information has been provided in respect to the Indicative, Conditional and Non-Binding Proposal:
- The SPAC is Papaya Growth Opportunity Corp.I a special purposes acquisition company incorporated in Delaware with offices at 2201 Broadway, Suite 750, Oakland CA 94612,
- Sponsor is Papaya Growth Opportunity I Sponsor LLC
- Share Consideration will be US$400 million
- The transaction is subject to Due Diligence
- Conditions precedent to closing (Refer Appendix A)
- Termination (Refer Appendix B)
The Board of ARR are aware of the potential benefits of this type of proposal as it follows a similar successful pathway of MP Materials, who also achieved listing of Mountain Pass utilising a combination with a SPAC. However, the board is mindful of the significant potential of Halleck Creek, and the need to maximise returns to shareholders, while minimising dilution and has declined to advance at this time. The Board will continue to evaluate all strategic alternatives to ensure optimal returns to its shareholders, particularly after reaching certain near-term operational milestones that will provide investors further confidence in the significant value the Company believes is presented by Halleck Creek.
ARR Chairman, Richard Hudson commented:
“The inbound interest received in American Rare Earths underscores the immense value and strategic significance of our Halleck Creek Rare Earth Project. As we navigate potential pathways for growth, including the recent proposal from a NASDAQ-listed SPAC, we remain committed to maximising returns for our shareholders while advancing our mission of sustainable resource development.”
This announcement has been authorised for release by the Chairman of American Rare Earths.
About American Rare Earths Limited:
American Rare Earths (ASX: ARR | OTCQX: ARRNF | ADR: AMRRY) owns the Halleck Creek, WY and La Paz, AZ rare earth deposits which have the potential to become the largest and most sustainable rare earth projects in North America. American Rare Earths is developing environmentally friendly and cost-effective extraction and processing methods to meet the rapidly increasing demand for resources essential to the clean energy transition and US national security. The Company continues to evaluate other exploration opportunities and is collaborating with US Government-supported R&D to develop efficient processing and separation techniques of rare earth elements to help ensure a renewable future.
Click here for the full ASX Release
This article includes content from American Rare Earths, licensed for the purpose of publishing on Investing News Australia. This article does not constitute financial product advice. It is your responsibility to perform proper due diligence before acting upon any information provided here. Please refer to our full disclaimer here.
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American Rare Earths Limited
Investor Insight
American Rare Earths is unlocking the USA’s rare earths potential through its strategic, high-value asset in Wyoming, ramping up its development to bolster the North American critical minerals supply chain.
Overview
American Rare Earths (ASX:ARR,OTCQX:ARRNF,ADR:AMRRY) is a critical minerals exploration company focused on its 100 percent owned Halleck Creek project in Wyoming. This project represents the largest known rare earth deposit in the US, with high concentrations of key magnet elements such as neodymium, praseodymium, dysprosium and terbium—essential components for renewable energy, electric vehicles and advanced defense systems.
The US currently depends on China for 80 to 90 percent of its rare earth processing, which poses a significant supply chain risk. Halleck Creek’s vast resource, with a 2.63-billion-ton JORC estimate at 3,292 parts per million (ppm) total rare earth oxide (TREO), provides an opportunity to secure domestic supply for nearly 100 years.
Beyond its substantial resource base, the project offers significant exploration upside, presenting a multi-generational opportunity to establish a sustainable rare earths supply chain in the US. The support from EXIM Bank further highlights the strategic importance of Halleck Creek in reducing U.S. dependency on foreign suppliers.Company Highlights
- American Rare Earth’s flagship project, Halleck Creek, is one of North America’s largest REE deposits. With a 2.63-billion-ton JORC resource at 3,292 ppm TREO, it holds the potential to meet US rare earths demand for approximately 100 years.
- The company is completely focused on developing a US-based critical minerals supply chain, aligning with US policies to reduce reliance on China for rare earth supply.
- The Halleck Creek project’s planned development consists of two phases. Phase 1 entails development of the Cowboy State mine, which is located entirely on Wyoming state land, enabling faster permitting and streamlined regulatory processes. Subsequently, cash flow generated from CSM will support development of the federal portions of Halleck Creek in Phase 2.
- This phased approach allows ARR to accelerate its pathway to production, enhance shareholder value, and strengthen its position as a key domestic supplier of rare earth elements in the United States.
- Well-positioned to address critical supply chain vulnerabilities, Halleck Creek benefits from strong federal and state support, including a non-binding EXIM Bank letter of interest for funding up to $456 million.
Key Projects
Halleck Creek Project (Wyoming)
The Halleck Creek project in Albany County, Wyoming, is the cornerstone of ARR’s growth strategy. Recognized as one of the largest, rare-earth deposits in North America, it boasts a JORC-compliant resource of 2.63 billion tons at 3,292 ppm TREO. The deposit is hosted in Precambrian granites and metamorphic rocks, which contain REE-enriched minerals like monazite and bastnaesite. The coarse-grained nature of the mineralization ensures cost-effective extraction and processing.
The high TREO content and low levels of impurities make Halleck Creek well-suited for producing separated rare earth oxides, particularly key magnet elements such as neodymium, praseodymium, terbium and dysprosium. The project’s proximity to established infrastructure, including roads and utilities, supports cost-efficient development. Detailed geological surveys have delineated a large, continuous mineralized zone, which currently covers only 16 percent of the total land package. Advanced metallurgical testing has confirmed recovery rates of up to 67 percent, with further optimization efforts ongoing. Drilling campaigns in 2024 successfully expanded resource estimates, validating the deposit’s scalability.
ARR plans to take a phased development approach for Halleck Creek, designed to maximize early value while minimizing risk. Phase 1 entails the development of the Cowboy State mine (CSM), which will focus on mining high-grade zones and generating early cash flow. Phase 1 will be developed entirely on Wyoming state land, enabling faster permitting and streamlined regulatory processes.
According to the Phase 1 Scoping Study, the CSM development is projected to require an initial capex of $380 million, with a 20 percent contingency. The study estimates an NPV of $430 million at a 10 percent discount rate and an IRR of 21.1 percent, based on a 3-million-ton-per-annum throughput rate. The project is expected to have a payback period of 2.9 years and a life of mine exceeding 20 years, with significant potential for future expansion.
In Phase 2, ARR plans to expand operations into federal land areas within the Halleck Creek property. This phase involves de-risking the federal portions of the project by leveraging cash flow from the initial phase and advancing permitting processes in parallel. Additionally, ARR is actively engaging with state regulators and local stakeholders to ensure compliance and support for its phased development approach.
Upcoming Work
ARR is advancing its development efforts on Halleck Creek over several fronts. The company plans to conduct additional drilling aimed at expanding the resource by targeting unexplored zones with known mineralization. In parallel, Phase 2 metallurgical testing will focus on improving recovery rates and producing high purity separated rare earth oxides to enhance project economics. To maintain its accelerated timeline, ARR is making progress on permitting, including advancing state-level approvals and environmental baseline studies for the CSM area. Furthermore, the company plans to initiate a pre-feasibility study (PFS) by late 2025, emphasizing a phased development strategy that includes the CSM as a key component.
La Paz Project (Arizona)
The La Paz project, located in western Arizona, is a promising asset in ARR’s portfolio, featuring a 171-million-ton JORC resource. The deposit is enriched in light rare earth elements, particularly cerium, lanthanum and neodymium, which are critical for renewable energy technologies and electric vehicles. The project benefits from excellent infrastructure, including proximity to roads and power. ARR continues to evaluate the potential for expanding the resource and advancing the project through further drilling and metallurgical testing. Although secondary to Halleck Creek, it holds potential as a long-term asset for ARR’s portfolio.
Beaver Creek (Wyoming)
This project is located near Halleck Creek and shares similar geological characteristics, indicating potential for significant rare earth mineralization. Preliminary fieldwork has identified areas with elevated rare earth element concentrations, and ARR plans to conduct detailed mapping and geophysical surveys to define drill targets.
Searchlight (Nevada)
Situated close to Mountain Pass, the only currently operating rare earth mine in the US, the Searchlight project is strategically located in a region known for its rare earth potential. ARR’s exploration strategy includes leveraging historical data and conducting modern geochemical sampling to identify high-priority areas for further exploration.
Leadership Team
Chris Gibbs - CEO & Executive Director
Appointed in November 2021, Chris Gibbs brings more than 30 years of experience in the resource sector across Australia, Canada, the US, South America, Africa and Europe. His track record includes driving growth and operational excellence for industry-leading mining companies. Prior to joining ARR, Gibbs held senior positions at Argonaut Gold, Centerra Gold, Barrick Gold, Placer Dome and Millennium Chemicals.
Joe Evers - President
Joe Evers has served in various leadership roles in the energy and mining industry. Most recently, Evers served as general counsel of American Rare Earths. Prior to that, he was corporate counsel at an international mining company and held positions of increasing responsibility in the land and policy departments at a publicly traded oil and gas company. Originally hailing from Sheridan, Wyoming, Evers received a bachelor’s degree and JD/MA in Environment & Natural Resources from the University of Wyoming. Evers was instrumental in securing a US$7.1 million grant from the State of Wyoming with support from partners Wyoming Energy Authority and the University of Wyoming Energy Resources Council.
Dwight Kinnes - Chief Technical Officer
A geologist with decades of experience, Dwight Kinnes has specialized in geological modeling of complex deposits in various international locations. Before joining ARR, he served as president of Highland GeoComputing LLC for 17 years, providing geological field services, modeling, GIS and database management to the mining industry.
Wayne Kernaghan - Company Secretary
Appointed on September 25, 2020. Wayne Kernaghan is a member of the Institute of Chartered Accountants in Australia with over 35 years’ experience in various areas of the mining industry. He is a fellow of the Australian Institute of Company Directors and a chartered secretary.
Board of Directors
Richard Hudson - Chairman
Richard Hudson contributes deep leadership expertise in mining and exploration, with a focus on mineral royalties, mineral economics, financial management, strategic planning and acquisitions. His extensive experience enhances the board's capacity to guide ARR's strategic initiatives.
Sten L Gustafson - Non-executive Director and Deputy Chairman
Sten Gustafson is the chief executive officer and a director of Pyrophyte Acquisition (NYSE:PHYT), a special purpose acquisition company focused on companies that provide products, services, equipment and technologies that support a variety of energy transition solutions. He is a highly experienced energy service industry executive, investment banker and corporate securities attorney. With over 25 years of experience in the global energy sector, Gustafson has advised on more than 100 corporate transactions worldwide worth over US$100 billion in value.
Melissa ‘Mel’ Sanderson - Non-executive Director
Melissa Sanderson’s international career has spanned diplomacy and mining for more than 30 years. She is adept at cross-cultural communication and brings exceptional leadership experience in inclusivity and diversity issues. At global mining leader Freeport-McMoRan, Sanderson sited, staffed and ran a corporate office focused on government and public relations and social responsibility programs. She has also served as a senior diplomat in the US Department of State.
Hugh Keller - Non-executive Director
Hugh Keller had a successful 34 year career as a partner at the law firm Dawson Waldron (now Ashurst) until retirement from full time legal practice in 2010. During this time, Keller served as joint national managing partner, Sydney office managing partner, chairman of the staff superannuation fund, one of the practice leaders, and as a board member. He was a non-executive director of ASX listed Thakral Holdings and a member of its audit committee until the company was acquired in a public takeover by Brookfield. He was a non-executive director of LJ Hooker and a member of its audit committee. He has also served as chairman of a large private investment company, several small investment companies and a private small exploration company. Keller has extensive legal experience and expertise in commercial contracts and arrangements, and public company audit committee procedures and requirements. He has led large teams of professionals and successfully managed people and resources in large projects.
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