2026-08-14-SEC-Form_F-1_IMC_Rare_Earths_Ltd_152页_2mb

IMC RARE EARTHS LTD RESALE PROSPECTUS SUMMARY

Core Content

IMC Rare Earths Ltd (the “Company”) is a mineral exploration and development company focused on the Itarantim Project in Brazil, a rare earth element (REE) deposit located in the states of Bahia and Minas Gerais. The Company is seeking to establish a significant and high-grade source of magnet rare earth elements (MREEs), particularly dysprosium (Dy) and terbium (Tb), to support the growing demand in the clean energy and advanced technology sectors.

This Resale Prospectus relates to the resale of 10,110,000 ordinary shares, which are issuable upon the exercise of warrants held by Americas Rare Earths Holdings Ltd. (the “Resale Shareholder”), the parent company of the Company’s offtake partner, Havilah. The Resale Shareholder is wholly-owned by Francesco Scolaro, the Company’s Chief Executive Officer and Chair, who controls approximately 68% of the voting power of the Company’s outstanding ordinary shares, making the Company a “controlled company” under NYSE American rules.

The ordinary shares are currently listed on the NYSE American under the symbol “IMC.” The Company is an “emerging growth company” and a “foreign private issuer,” which allows it to comply with certain reduced reporting requirements. However, the Company may still face challenges due to its status as a controlled company and lack of operating history.

Main Points

1. Offering Overview

• Number of Shares: 10,110,000 ordinary shares.
• Par Value: $0.0001 per share.
• Resale Shareholder: Americas Rare Earths Holdings Ltd.
• Nature of Offering: Resale of shares issued upon exercise of warrants.
• Proceeds: The Company will not receive any proceeds from the resale.
• Sale Method: Shares may be sold at prevailing market prices or in privately negotiated transactions.
• Distribution: May be conducted through brokers, private transactions, or dealers.

2. Market Opportunity

• Demand Growth: Magnet-related rare earth oxide (REO) demand is expected to increase by 7-fold by 2040, with a CAGR of 8.4%.
• Price Trends: REO prices are projected to rise at CAGRs of 4.0% to 5.5%.
• Key Elements: Dy and Tb are critical for electric vehicles, wind turbines, and defense systems.
• Global Context: China currently dominates over 90% of rare earth refining capacity, prompting Western markets to seek alternative suppliers.

3. Company Strategy

• Focus: Develop the Itarantim Project into a sustainable supplier of high-value MREEs.
• Approach: Staged exploration and development to reduce risk.
• Extraction: Environmentally responsible ionic-adsorption clay extraction methods.
• Geographic Positioning: Leverage Brazil’s strategic location between Eastern and Western markets.
• Long-Term Vision: Create a vertically integrated, closed-loop rare earth supply chain in Brazil.

4. Risk Factors

• Market Risk: Future sales of shares may negatively impact the market price.
• Operational Risk: The Company has no operating revenues and may not generate them for the foreseeable future.
• Development Risk: Uncertainty in the development and sustainability of the Itarantim Project.
• Regulatory and Environmental Risk: The Company operates in a jurisdiction with potential regulatory and environmental challenges.
• Supply Chain Risk: Reliance on third-party performance and permits for the project.
• Global Trade Risk: Potential adverse changes in U.S.-Brazil trade relations.

5. Financial Information

• Reporting Currency: U.S. Dollar (USD).
• Financial Statements: Prepared in accordance with International Financial Reporting Standards (IFRS) and U.S. Generally Accepted Accounting Principles (GAAP).
• Fiscal Year: Ends on March 31 each year.

6. Technical Terms

• Indicated Mineral Resource: Sufficient geological certainty for mine planning and economic evaluation.
• Inferred Mineral Resource: Lower geological certainty and not convertible to a mineral reserve.
• Measured Mineral Resource: Highest level of geological certainty and may be converted to a mineral reserve.
• Mineral Reserve: Economically mineable portion of a measured or indicated mineral resource.

7. Legal and Regulatory Framework

• SEC Filings: The Company has filed a registration statement with the SEC.
• Legal Matters: The offering is subject to the legal framework of the Securities Act of 1933 and NYSE American rules.
• Compliance: The Company is subject to U.S. federal securities laws and may benefit from exemptions for controlled companies.

Key Information

• Resale Shareholder: Americas Rare Earths Holdings Ltd. (parent company of Havilah).
• Project: Itarantim Project, an ionic adsorbed clay (IAC) REE deposit with a mineral resource of 1.1 billion tonnes and an average grade of 1,233 ppm TREO.
• Market Potential: The Company aims to supply Western markets with high-grade MREOs, particularly Dy and Tb, which are essential for high-performance permanent magnets.
• Environmental Responsibility: The Company is focused on sustainable and environmentally responsible extraction methods.
• Strategic Positioning: The Company is positioned to become a cornerstone supplier for Western markets, supported by local infrastructure and regulatory stability.
• Risk of Price Volatility: Sales of a large number of shares could significantly impact the public trading price of the Company’s ordinary shares.
• Controlled Company Status: Francesco Scolaro and affiliated entities control approximately 68% of voting shares, leading to a controlled company status under NYSE American rules.

Conclusion

This Resale Prospectus outlines the resale of 10,110,000 ordinary shares, highlighting the Company's strategic focus on the Itarantim Project and its potential to become a significant supplier of MREEs in the Western market. The Company faces various risks, including market volatility, operational challenges, and regulatory uncertainties, but believes it is well-positioned to capitalize on the growing demand for rare earth elements in advanced technologies and clean energy applications.