Godolphin Resources Advances Matrix Critical Minerals IPO Spin-Out of Narraburra

Godolphin Resources Moves to Unlock Rare Earths Value Through Planned IPO Spin-Out of Matrix Critical Minerals

Godolphin Resources (ASX: GRL) has announced a significant strategic step, appointing leading independent financial services firm MST Financial as Lead Manager and Financial Adviser to advance the Godolphin Resources planned Matrix Critical Minerals IPO spin-out of its 100%-owned Narraburra Rare Earths Project into a dedicated ASX-listed entity, to be known as Matrix Critical Minerals Limited. The proposed listing is targeted for the second half of calendar year 2026, and is structured to give existing GRL shareholders direct exposure to one of Australia's most prospective clay-hosted rare earth projects through both a priority offer and a proposed in-specie share distribution.

This announcement signals a clear acceleration in GRL's strategy to realise value from Narraburra, a project that has already demonstrated the ability to produce a high-quality Mixed Rare Earth Carbonate (MREC) product with exceptionally high concentrations of some of the world's most sought-after rare earth elements.

Management Insight
"The appointment of MST is a significant step in the advancement of the proposed spin-out and IPO of the Narraburra Rare Earths Project, an initiative which has the potential to deliver significant value to investors."
— Jeneta Owens, Managing Director, Godolphin Resources

What the Proposed Transaction Means for GRL Shareholders

The structure of the proposed transaction has been designed with existing GRL shareholders front of mind. Here is how it is currently intended to work:

1. The Narraburra Rare Earths Project and associated rare earth and critical mineral exploration licences will be transferred into a new, separately incorporated entity — Matrix Critical Minerals Limited.
2. The majority of Matrix shares received by GRL during this process are intended to be distributed in-specie to existing GRL shareholders, subject to all necessary shareholder approvals and tax rulings.
3. Existing GRL shareholders are proposed to be given a priority offer to participate in the IPO capital raising, which will fund continued development of Narraburra and ongoing exploration across the portfolio.
4. Matrix will then seek a separate ASX listing, providing investors with a dedicated, pure-play vehicle for exposure to the Narraburra asset and the broader rare earths thematic.

It is important to note that the proposed transaction remains subject to a number of conditions, including finalisation of capital structure, completion of due diligence, satisfactory market conditions, all necessary approvals, tax rulings, ASX admission requirements, and other regulatory approvals. Furthermore, there is no certainty the transaction will proceed.

A Purpose-Built Team for the Path to Listing

One of the more immediately tangible elements of this announcement is the progressive assembly of Matrix's board and management team. The appointments bring together a complementary mix of technical, operational, and capital markets expertise.

Executive Chairman of Matrix, Christopher Gibbs, commented:
"Narraburra is one of the most compelling rare earths assets in the western critical minerals landscape. The exceptional content of heavy rare earths, magnet rare earths and yttrium gives Matrix exposure to several critical minerals that have been the subject of western supply concerns and material price re-rating since 2025."

MST Financial: The Engine Room of the IPO Process

MST Financial is a Sydney-based, independent financial services firm specialising in equity capital markets for small to mid-cap and emerging companies, with a demonstrated track record in IPOs and equity raisings across the Australian market. The firm's natural resources practice is led by Craig Brown as Head of Natural Resources.

MST's engagement spans the full IPO lifecycle:

• Advice on capital structure, pricing, and terms of the IPO
• Coordination of the bookbuild and investor sounding
• Engagement with cornerstone and institutional investors
• Coordination with professional advisers across due diligence, prospectus preparation, and ASX listing application
• General financial advisory support through the engagement period

Narraburra at a Glance: The Asset Underpinning Matrix

The Narraburra Rare Earths Project is located in Central West NSW, approximately 12km northeast of Temora and 340km west of Sydney, within the highly prospective Lachlan Fold Belt.

Resource Scale and Metallurgy

The resource remains open in several directions, indicating meaningful exploration upside across the 504 km² tenure package.

Metallurgical testwork, conducted in conjunction with the Australian Nuclear Science and Technology Organisation (ANSTO), has successfully produced a high-purity MREC product — a critical de-risking milestone for any rare earth development project. Clay-hosted deposits like Narraburra are particularly attractive from a development economics standpoint, as the mineralisation style is amenable to free-dig mining and simpler processing pathways.

This generally correlates to lower capital and operating expenditure compared with hard-rock rare earth projects, which is a meaningful advantage as the Godolphin Resources planned Matrix Critical Minerals IPO spin-out of Narraburra moves closer to realisation.

What Makes Narraburra Stand Out: Heavy Rare Earths and Yttrium

Not all rare earth projects are created equal. The value of a rare earth project is heavily influenced by its "basket" composition — the proportion of higher-value elements within its total rare earth oxide (TREO) content. Narraburra's MREC is differentiated by its exceptional weighting toward heavy rare earths, magnet rare earths, and yttrium.

These figures are drawn from the recently produced MREC from Phase 3 testwork programmes (refer ASX announcement GRL 20 May 2026).

Why Dysprosium and Terbium Matter Right Now

Dysprosium and Terbium are heavy magnet rare earths essential for high-performance permanent magnets used in electric vehicles, wind turbines, defence systems, robotics, and aerospace applications. Both elements were specifically targeted by China's April 2025 export controls, consequently triggering significant supply disruption and price re-rating in western markets for these materials.

The Yttrium Story: A Differentiating Opportunity

Yttrium's presence in the Narraburra MREC at approximately 36.9% of TREO represents a meaningful point of differentiation versus other clay-hosted rare earth deposits.

Yttrium is a US-designated critical mineral and was also subject to China's April 2025 export controls. Its price trajectory reflects the scale of supply disruption:

• European yttrium price: ~US$6/kg approximately twelve months prior to February 2026
• European yttrium price in February 2026: ~US$850/kg (source: Argus Media via Nikkei Asia)

That represents a price increase of approximately 140-fold within a year, directly attributable to the restriction of non-Chinese supply. Yttrium's applications span defence and aerospace (thermal barrier coatings for jet turbines, military lasers, radar and microwave filters), medical (Y-90 radioisotope for targeted cancer radiotherapy), electronics, energy systems, and superconductors.

Understanding Clay-Hosted Rare Earth Deposits

For investors newer to the rare earths sector, understanding the deposit type underpinning Narraburra provides important context for evaluating its potential.

Clay-hosted rare earth deposits (also called ionic clay or laterite-hosted rare earth deposits) are formed when rare earth elements are adsorbed onto clay minerals in weathered rock profiles, rather than being locked within hard mineral structures. This distinction matters enormously for economics and processing.

Key advantages of clay-hosted deposits include:

• Free-dig mining: The soft, weathered nature of clay mineralisation means the ore can typically be excavated without blasting, reducing mining costs and complexity significantly.
• Simple processing: The rare earths can generally be extracted using a straightforward leaching process, avoiding the energy-intensive and costly crushing and grinding required for hard-rock deposits.
• Lower capital and operating costs: The combination of free-dig mining and simpler processing typically translates to lower CAPEX and OPEX compared with hard-rock rare earth projects, which is a meaningful differentiator for project economics.

Lower development costs generally improve the economics and commercial viability of a project at a wider range of rare earth prices and can, in addition, shorten the timeline from resource to production.

Key Glossary

• TREO (Total Rare Earth Oxide): The standard measure of rare earth content in a deposit or product, expressed as a percentage or parts per million (ppm).
• MREC (Mixed Rare Earth Carbonate): A processed rare earth product that concentrates rare earth elements from ore, typically used as an intermediate product for further refining.
• HREO (Heavy Rare Earth Oxides): The higher-value subset of rare earth elements, including dysprosium, terbium, and yttrium, which command premium prices due to supply scarcity and critical applications.
• JORC 2012: The Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves — the standard for resource reporting on the ASX.
• In-specie distribution: The distribution of shares in another company directly to shareholders, rather than cash — effectively a mechanism for shareholders to receive an ownership stake in the new entity.
• IPO (Initial Public Offering): The first sale of shares in a company to the public on a stock exchange.
• MRE (Mineral Resource Estimate): A formal estimate of the quantity and grade of a mineral deposit, reported under a recognised code such as JORC 2012.

Timeline and Upcoming Catalysts

Investors should note that the above timeline is indicative and subject to the conditions outlined earlier. Further updates will be provided as the process advances.

The Investment Thesis: Why This Announcement Deserves Attention

Several factors converge to make this announcement material for investors tracking the rare earths and critical minerals space.

1. Dedicated exposure to a differentiated asset
Matrix is being structured as a pure-play vehicle for Narraburra — a project already at an advanced stage, with a large JORC-compliant resource, proven metallurgy, and a high-value MREC composition. This focus is a distinct advantage over investing in a diversified explorer where rare earth exposure is diluted by other assets.

2. The MREC product has already been produced
Producing a high-purity MREC from a rare earth project is a technically meaningful milestone. The successful Phase 3 testwork programmes with ANSTO have demonstrated that Narraburra's ore can be processed into a ~57% TREO MREC with approximately 67% recovery rates, consequently de-risking the metallurgical pathway for downstream customers and future project financing.

3. GRL's acceptance into the U.S. Defense Industrial Base Consortium (DIBC)
The announcement notes that the MST appointment strategically follows GRL's acceptance into the U.S. Defense Industrial Base Consortium (DIBC). This positions Narraburra within a network oriented toward supplying critical minerals to U.S. defence supply chains — a relevant credential as western governments seek to build non-Chinese rare earth supply chains.

4. Yttrium and heavy rare earths at a unique moment
The price trajectory of yttrium — from approximately US$6/kg to approximately US$850/kg within a year — illustrates the extent of supply disruption flowing from China's export controls. Narraburra's MREC composition, with yttrium representing approximately 36.9% of TREO, positions the project to benefit materially from this dislocation. Dysprosium and terbium, at 5.9% of TREO, furthermore add exposure to the most premium and constrained segments of the rare earths market.

5. Shareholder-aligned structure
The proposed in-specie distribution and priority offer mean that existing GRL shareholders are expected to receive direct exposure to Matrix without needing to take additional action, while also being given the opportunity to increase their position through the priority offer.

Why Investors Should Watch Matrix Critical Minerals

The rare earths sector has undergone a significant structural shift since 2025, with supply disruptions from China's export controls reshaping demand dynamics for heavy rare earths and yttrium in particular. The Godolphin Resources planned Matrix Critical Minerals IPO spin-out of Narraburra is positioned at the intersection of several converging forces: a large, well-defined resource, proven processing capability, a high-value MREC basket composition, and a proposed listing structure that provides investors with a clean, focused way to access the opportunity.

The appointment of MST Financial and the establishment of an experienced, purpose-built board and management team signals that the path to listing is being pursued with genuine intent and institutional-grade infrastructure behind it.

With a targeted H2 CY2026 listing timeframe, the coming months are expected to be active with prospectus preparation, investor engagement, and further announcements from both GRL and Matrix.

Key Takeaway:
Godolphin Resources is advancing a shareholder-friendly spin-out of the Narraburra Rare Earths Project into Matrix Critical Minerals Limited — a dedicated ASX vehicle with a 94.9Mt JORC resource, proven MREC production, and rare earth basket composition (notably ~36.9% yttrium and ~5.9% dysprosium and terbium of TREO) that is increasingly valued by western buyers amid ongoing Chinese export restrictions. With the IPO targeted for H2 CY2026 and a purpose-built team now in place, Matrix is a name for rare earth and critical minerals investors to track closely in the months ahead.

Want a Closer Look at the Narraburra Rare Earths Project and the Matrix Critical Minerals Spin-Out?

With a 94.9Mt JORC-compliant resource, proven MREC production, and a rare earth basket composition weighted heavily toward yttrium, dysprosium, and terbium, the proposed Matrix Critical Minerals IPO spin-out represents one of the more compelling structural opportunities emerging on the ASX in the critical minerals space. To get a deeper understanding of the Narraburra asset, the investment case behind Matrix Critical Minerals, and what the proposed spin-out could mean for investors, watch the full presentation here.