Nordique Critical Metals Inc., formerly known as Consolidated Lithium Metals Inc., 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 in Québec’s Côte-Nord region, located about 125 kilometres northeast of Sept-Îles.
The deal is structured under a definitive agreement between Nordique and SOQUEM Inc., a wholly owned subsidiary of Investissement Québec, originally signed in November 2025 and amended in February 2026.
Two-Phase Earn-In Structure
Under the first phase of the agreement, Nordique can earn a 60% undivided interest in the project by making payments and share issuances to SOQUEM totalling C$23.15 million over a five-year period. That amount includes C$5.65 million in cash, C$5.5 million in common shares, and C$12 million directed toward advancing the project, including negotiating an impacts and benefits agreement with the Innu of Takuaikan Uashat mak Mani-utenam, metallurgical studies, environmental permitting, a drilling campaign of at least 5,000 metres, and a bankable feasibility study.
Once that initial 60% stake is secured, Nordique and SOQUEM will form a joint venture governed by standard terms for a project of this kind.
In the second phase, following completion of the first option, Nordique can acquire an additional 20% interest — bringing its total stake to 80% — through further payments and share issuances totalling C$22 million over a subsequent three-year period. That includes C$4.5 million in cash, C$4.5 million in shares, and C$13 million allocated to completing the feasibility study and building an access road, electrical transmission line, underground mine, and processing facilities.
Share Issuance Limits and Conditions
The agreement caps the number of shares that can be issued to SOQUEM at 110 million for the first 60% interest and 90 million for the additional 20% interest. No shares will be issued to SOQUEM if doing so would push its holding to 10% or more of Nordique’s outstanding shares or make it an insider of the company; in such cases, Nordique would pay the relevant milestone amount in cash instead. Similarly, no shares will be issued if Nordique’s stock closes below $0.05 on the TSXV, with cash payments substituted under that condition as well.
Nordique also has the option, under the agreement, to pursue discussions with SOQUEM and Investissement Québec to acquire the remaining 20% interest in the project, which would bring its total ownership to 100%. The project remains subject to a 1.5% net smelter return royalty.
If Nordique fails to make any of the required payments or share issuances within the deadlines set out in the agreement, it would lose the corresponding option to acquire that portion of the project.
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