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Provided by AGPSYDNEY, May 18, 2026 (GLOBE NEWSWIRE) -- Brazilian Rare Earths Limited (ASX: BRE) (OTCQX: BRELY / BRETF) is pleased to announce its intention to demerge its 100%-owned Amargosa Bauxite–Gallium Project (Amargosa) into a newly formed ASX-listed company, Alurion Resources Limited (Alurion, or ALU).
The proposed demerger is designed to establish Alurion as a dedicated bauxite and critical minerals development company with its own board, management team and capital structure, while enabling BRE to remain focused on advancing its rare earth and critical minerals portfolio.
STRATEGIC RATIONALE: A FOCUSED COMPANY FOR A DISTINCT GLOBAL OPPORTUNITY
The proposed demerger affords Amargosa the focus and flexibility it needs to be progressed rapidly, and reflects a disciplined portfolio strategy that separates two large-scale, strategically important mineral platforms with different development pathways. Benefits include:
ALURION RESOURCES: THE AMARGOSA OPPORTUNITY
Structural market drivers
Large-scale bauxite province
Simple initial development pathway
Compelling economics and logistics
Critical-mineral and scale upside
PRIORITY DEAL STRUCTURE FOR BRE SHAREHOLDERS
The proposed deal structure is intended to prioritise participation by existing BRE shareholders while establishing Alurion with the capital base required to advance Amargosa as a standalone development company.
BRE intends to distribute Alurion Shares to Eligible BRE Shareholders1 on a pro-rata basis of 0.5607 ALU Shares for each BRE Share held at the In-Specie Record Date.
Alurion also intends to undertake an Initial Public Offering to raise between A$30 m and A$50 m on the following basis:
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1 Eligible BRE Shareholders being those with a registered address in Australia, Brazil, British Virgin Islands, Canada (Provinces of British Columbia, Ontario and Quebec), the EU (excluding Austria), Hong Kong, New Zealand, Singapore, China, Switzerland, the UK or the US (Permitted Jurisdictions). Ineligible BRE Shareholders will have their entitlement sold by a Sale Agent, with proceeds remitted to them. Additionally, Eligible Shareholders who, based on their holding of Shares, would on the In-specie Record Date be entitled to receive $2,000 worth of Alurion Shares or less under the In-specie Distribution may elect for the In-Specie Shares they would have otherwise been entitled to receive under the in-specie distribution to be transferred to and sold by the Sale Agent through the Sale Facility.
CEO COMMENTARY
“The proposed demerger and public listing of Alurion Resources is a disciplined value-unlocking transaction for BRE shareholders and the right structure for the leading Amargosa Bauxite-Gallium Project.
Amargosa is a large-scale bauxite-gallium province, with the resource base, grade, logistics and low-capex first-stage development pathway to support a compelling standalone investment proposition. Establishing Alurion as a dedicated company gives Amargosa the capital focus, specialist leadership and strategic mandate to advance its development pathway.
The transaction has been deliberately structured to prioritise BRE shareholders. Eligible shareholders are expected to receive direct exposure to Alurion through the proposed in-specie distribution, priority participation in the IPO, and continued indirect exposure through BRE’s retained strategic shareholding.
For BRE, the demerger also sharpens our corporate focus. It allows Alurion to advance Amargosa as a leading bauxite and critical minerals development company, while BRE concentrates its development and execution capabilities on advancing one of the world’s most important rare earth and critical minerals provinces.”
— Bernardo da Veiga, Managing Director and CEO
IMPORTANT INFORMATION FOR SHAREHOLDERS
BRE has received in-principle advice from the ASX with respect to the proposed demerger and Alurion's suitability for listing. The proposed demerger and IPO also remains subject to completion of transaction documentation, legal and tax structuring, final Board approvals, BRE shareholder approval, third party approvals, lodgement of the Alurion prospectus, ASX admission requirements, market conditions and other customary conditions. No offer of Alurion shares will be made except under, or accompanied by, a prospectus lodged with ASIC.
Shareholders should read the prospectus and all relevant BRE and Alurion announcements before making any investment decision. The Company expects to lodge the Alurion IPO Prospectus in Mid 2026 with ASX listing targeted for two months after lodgement. Shareholders will be provided with further information in relation to the Alurion IPO, including the Priority Offer, closer to the time.
FORWARD-LOOKING STATEMENTS
This announcement contains forward-looking statements, including statements regarding the proposed demerger, proposed IPO, proposed ASX listing of Alurion, expected BRE shareholder participation, BRE’s expected retained shareholding, development plans for Amargosa, potential scale expansion opportunities, potential co-products, market conditions, expected timetable and future funding. These statements are based on BRE management's expectations and beliefs concerning future events as of the time of the release of this announcement.
Forward-looking statements are subject to known and unknown risks, uncertainties and assumptions, many of which are outside the control of BRE. Actual results, performance or outcomes may differ materially from those expressed or implied by forward-looking statements. BRE does not undertake to update forward-looking statements except as required by law and the ASX listing rules.
SCOPING STUDY AND PREVIOUSLY REPORTED INFORMATION
The information in this announcement that relates to the Mineral Resource Estimate, production target and forecast financial information derived from a production target was first released by the Company in its announcement titled “Amargosa Bauxite Project Scoping Study” dated 11 December 2025 (December Announcement).
The Company confirms that it is not aware of any new information or data that materially affects the information contained in the December Announcement and, in the case of the Mineral Resource Estimate, that all material assumptions and technical parameters underpinning the estimate continue to apply and have not materially changed.
The Company further confirms that all material assumptions underpinning the production target and forecast financial information derived from the production target in the December Announcement continue to apply and have not materially changed.
The Company confirms that the form and context in which the Competent Person’s findings are presented in this announcement have not been materially modified from the December Announcement.
CONTACTS
Bernardo Da Veiga, Managing Director and CEO
investors@brazilianrareearths.com
www.brazilianrareearths.com
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