Nordique Critical Metals Announces TSXV Final Approval for its Acquisition of Option to Earn Up to 80% Interest in the Kwyjibo Rare Earth Project in Quebec; Files Amended 2026 Kwyjibo PEA Report
Nordique Critical Metals Inc. (NQC) has received final approval from the TSX Venture Exchange for its acquisition of an option to earn up to an 80% undivided interest in the Kwyjibo Rare Earth Project from SOQUEM Inc. The transaction, based on a definitive agreement dated November 17, 2025, as amended February 4, 2026, is structured in two distinct phases. Phase I allows NQC to earn a 60% interest through C$23.15 million in cash, share issuances, and project investments over five years. Phase II permits the acquisition of an additional 20% interest, totaling 80%, for C$22.00 million over the subsequent three years.
Under the terms of Phase I, NQC must provide a total consideration of C$23.15 million. This includes a C$5.65 million cash payment to SOQUEM and a C$5.50 million component payable in Common Shares, priced at the greater of the Discounted Market Price or the prior closing price less 10%. The remaining C$12.00 million is designated for project investments, which include the negotiation and ratification of an impacts and benefits agreement with the Innu of Takuaikan Uashat mak Mani-utenam, a metallurgical study for environmental viability, environmental permitting from the Bureau d’accélération des projets, the initiation of at least 5,000 meters of drilling, and the start of a bankable feasibility study. The share cap for Phase I is set at a maximum of 110,000,000 Common Shares.
Anti-dilution and insider protection clauses are embedded in the agreement. No shares will be issued if SOQUEM’s holding exceeds 10% or renders it an insider; in such cases, a cash payment in lieu of shares will be made. Additionally, if the share price falls below $0.05, cash will be paid in lieu of shares. Phase II requires a total consideration of C$22.00 million, comprising a C$4.50 million cash payment to SOQUEM and a C$4.50 million share component using the same pricing mechanism as Phase I. The C$13.00 million project investment for Phase II is allocated to the completion of a Feasibility Study and the construction of an access road, electrical transmission line, underground mine, and processing facilities. The share cap for Phase II is limited to 90,000,000 Common Shares.
NQC retains the right to discuss acquiring the remaining 20% for 100% ownership. Failure to meet payment or issuance deadlines results in the loss of the relevant option. The existing 1.5% net smelter return royalty in favor of Iron Ore Company of Canada remains in place, and NQC will act as the project operator.
Concurrently, NQC filed an amended Updated Preliminary Economic Assessment (PEA) for the Kwyjibo project to address TSXV comments regarding terminology, cut-off values, and Qualified Person procedures. The amendment replaces the term "Ore" with "mineralised material," except in processing and metallurgical sections. The cut-off values have been set at $471 per tonne for mineralised material, which includes mining, processing, and G&A costs, and $386 per tonne as a marginal cut-off excluding mining costs. An economic value of $1,250 per tonne is used for generating Optimized Mining Shapes.
The resource estimation parameters assume a 74.5% recovery rate and a TREO selling price of CA $67.73 per kilogram. The production profile outlines a 10-year mine life with 10,000 tonnes per year of TREO production via a hydrometallurgical complex producing Dy, Tb, Nd, Pr, and Y oxides. The Qualified Persons for the assessment are Daniel Gagnon (P. Eng., DRA Americas), S. Ibrango (P.Geo., PhD, DRA Americas), Eric Larochelle (P. Eng., SMH Process Innovation), and Serge Perreault (P.Geo., Senior Technical Advisor).