REalloys Inc. (Nasdaq: ALOY) has closed its previously announced private placement, raising approximately $100 million in aggregate gross proceeds. The company sold an aggregate of 7,017,540 shares of common stock at a purchase price of $14.25 per share. The net proceeds from the offering are intended for working capital and general corporate purposes.

Clear Street LLC acted as the sole placement agent for the offering. Haynes and Boone, LLP served as legal counsel to REalloys, while Paul Hastings LLP served as legal counsel to Clear Street LLC.

The securities sold in the offering have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws. Consequently, they may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption. REalloys has agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the shares of common stock sold in the private placement.

Key Offering Details

REalloys Inc. is advancing a fully integrated North American mine-to-magnet supply chain encompassing upstream resource development, midstream processing, and downstream manufacturing. The company's operations include the Hoidas Lake rare earth asset in Saskatchewan and downstream manufacturing facilities in Euclid, Ohio, which serve federal logistics and procurement agencies supporting the Department of Defense, the Department of Energy, and the National Aeronautics and Space Administration.

REalloys Inc. has been conditionally selected by the United States Army to enter into exclusive contract negotiations for a long-term Enhanced Use Lease to design, finance, build, and operate critical-mineral processing facilities at the Tooele Army Depot in Utah. This partnership aims to establish domestic heavy rare earth processing capacity for elements foundational to the warfighting capability of the U.S. Joint Forces. The agreement is executed through the Army’s Strategic Capital Initiatives and marks the first commercial critical-mineral processing award on a Government military installation via a direct execution of Executive Order 14241.

The planned facilities will refine heavy rare earths, including dysprosium and terbium, which are essential to national security and used in the Defense Industrial Manufacturing Base for high-temperature permanent magnets. These magnets are critical for precision-guided munitions, electric motors, sonar, and other key systems. The conditional selection is made possible through an Enhanced Use Lease, a statutory authority under 10 U.S.C. § 2667, which allows the Army to lease non-excess, underutilized land to private-sector partners without taxpayer subsidies.

Leonard Sternheim, Chief Executive Officer of REalloys, said the selection validates the company's mine-to-magnet strategy and addresses the urgent national need for domestic heavy rare earth capability. He emphasized that dysprosium and terbium are central to high-temperature magnets in advanced defense systems, and currently, almost all processing occurs overseas. The partnership aims to build secure, allied-sourced capacity without risking taxpayer dollars, targeting the 2027 deadline customers are racing to meet.

The development timeline targets an Initial Operating Capability no later than 2028, aligning with expanded U.S. federal procurement restrictions on Chinese rare earth content. The facility will extend REalloys’ fully integrated mine-to-magnet strategy, drawing on secure, allied feedstock, including Canadian heavy rare earth supply. No construction will begin until rigorous environmental and regulatory reviews, including the National Environmental Policy Act (NEPA), the Clean Air and Water Acts, and all required federal, state, and local permits, are complete.

General Jack Keane (Ret.), Board Director of REalloys, commented that the Army's decision to leverage its installations for domestic rare earth processing is strategically sound and operationally necessary. He believes REalloys’ zero-adversary-nexus supply chain aligns with the Joint Force's need for uninterrupted access to heavy rare earth elements. Stephen duMont, Chairman of REalloys, added that the activity represents a strategic inflection point for establishing a sovereign and secure heavy rare earth processing capability in the United States.