Matrix Critical Minerals (ASX: MTX) - IPO Review of the Narraburra Rare Earths Spin-Out

48 minutes ago

14 min read

The Matrix Critical Minerals IPO offers shares at A$0.20 to raise A$8 million to A$12 million. The company is the spin-out of the Narraburra Rare Earths Project from Orbit Resources, formerly Godolphin Resources. The offer opens on 13 October 2026 and is due to close on 30 October 2026.

Matrix Critical Minerals Ltd (ASX: MTX) IPO, the Narraburra rare earths spin-out from Orbit Resources. Samso News.

Samso News, Rare Earths, ASX IPO Series, Samso Investment Strategy.

The Matrix Critical Minerals IPO puts a rare earths project into its own ASX company. The project has a Mineral Resource, which is an estimate of tonnes and grade. Matrix Critical Minerals Limited (proposed ASX: MTX) is offering shares at A$0.20 to raise A$8 million to A$12 million [R1]. It holds the Narraburra Rare Earths Project in New South Wales, which is being spun out of Orbit Resources Limited (ASX: OBT), formerly Godolphin Resources. We are looking at it because China has put export controls on several heavy rare earths. Rare earths are a group of metals used in magnets and electronics. The controlled ones include yttrium, dysprosium and terbium. The company presents Narraburra as a source of those three. This is Samso’s first piece on the company.

THE SOURCE DOCUMENT

Matrix Critical Minerals Limited, Replacement Prospectus dated 3 October 2026 and lodged on that date with ASIC, the corporate regulator. It replaces the original prospectus dated 25 September 2026. It runs to 424 pages. It includes reports by MinVal, Hetherington Legal and BDO, the independent experts who reviewed the geology, the licences and the financial information. It is available on the Matrix Critical Minerals prospectus page.

The Matrix Critical Minerals IPO Offer

A prospectus is the legal document a company must issue before it sells shares to the public. This one is a replacement prospectus, which means it takes the place of an earlier version lodged with ASIC [R1]. The offer is for up to 60,000,000 new shares at A$0.20 each (TABLE 01). The minimum raise is A$8,000,000. If the company does not reach it, the offer does not proceed and the money is returned.

TABLE 01. The dates are the indicative timetable in the prospectus and the company can change them. Columns: Item, Detail. Company and proposed code: Matrix Critical Minerals Limited (ASX: MTX). Issue price: A$0.20 a share. Minimum raise: A$8,000,000 (40,000,000 shares). Maximum raise: A$12,000,000 (60,000,000 shares). Priority offer: Up to 10,000,000 shares for eligible Orbit Resources shareholders. Record date 12 October 2026. Public offer: Up to 50,000,000 shares, plus any priority offer shares not taken up. Minimum application: 10,000 shares (A$2,000). Underwritten: No. Lead manager: MST Financial Services. Offer opens: 13 October 2026. Offer closes: 5.00pm Sydney time, 30 October 2026. Orbit Resources shareholder meeting: 5 November 2026. Shares issued under the offer: 13 November 2026. Expected first day of ASX trading: 23 November 2026. Market capitalisation at A$0.20: A$20,500,024 at the minimum raise. A$24,500,024 at the maximum. Source: Matrix Critical Minerals Ltd replacement prospectus dated 3 October 2026, cover page, Indicative Timetable, Key Information and sections 2.1 to 2.9. Listing date also from the ASX upcoming floats page, read 7 October 2026.

The MTX IPO has two parts. The priority offer sets aside up to 10,000,000 shares for Orbit shareholders with a registered address in Australia, New Zealand or Panama on 12 October 2026. The public offer takes the rest. MST Financial Services is the lead manager, the broker that runs the offer. The offer is not underwritten, which means no broker has agreed to buy the shares that investors do not take [R1].

Orbit holds all 62,500,120 existing Matrix shares. It was issued 62,500,000 of them as payment for the company that owns the projects. Orbit proposes to distribute 50,000,096 of those shares to its shareholders. This is called an in-specie distribution, which is a distribution paid in shares and not in cash. The prospectus works on one Matrix share for every 17 Orbit shares held [R1].

Orbit shareholders vote on two resolutions on 5 November 2026. The first approves the Matrix listing and is a condition of the offer [R1]. The second approves the in-specie distribution. If the second fails, Orbit keeps all its Matrix shares [R3]. The ASX upcoming floats page showed a listing date of 23 November 2026 when Samso read it on 7 October 2026 [R2].

Samso Access. Member-only Samso Insights, A$20 a month, cancel any time.

The Narraburra Rare Earths Project

Narraburra is four exploration licences covering about 467 square kilometres near Temora in central-west New South Wales (FIG. 01) [R1].

Rare earth elements, or REE, are a group of metals used in magnets, electronics and specialist alloys. At Narraburra they are in clay and clay-weathered rock above a granite. Geologists call that weathered material saprolite and saprock. The independent technical report by MinVal describes the deposit as large-tonnage, low-grade and clay-hosted. It classes Narraburra as a hybrid ion-adsorption deposit. In an ion-adsorption clay the rare earths are held loosely on the clay and can be washed off with a salt solution. MinVal says a portion of the rare earths here is in other minerals [R1]. In our experience that portion is usually harder to leach.

The Mineral Resource is 94.9 million tonnes at 739 parts per million (ppm) of total rare earth oxides, or TREO. A Mineral Resource is an estimate of tonnes and grade reported under the JORC Code, the Australian reporting code. TREO is the combined weight of all the rare earth oxides, and 739 ppm is 0.0739 per cent. A cut-off is the lowest grade counted in the estimate. Here it is 300 ppm of TREO with the cerium oxide taken out. About half is Indicated, the middle of the three confidence categories, at 47.6 million tonnes at 780 ppm. The other half is Inferred, the lowest confidence category, at 47.4 million tonnes at 698 ppm (FIG. 02). The Mineral Resource includes a higher-grade part of 20 million tonnes at 1,079 ppm TREO, reported at a 600 ppm cut-off on the same basis [R1].

FIG. 02. Plan of the Narraburra rare earths Mineral Resource over an aerial photograph. An Indicated area of 47.6 million tonnes at 780 ppm TREO is shown in red inside an Inferred area of 47.4 million tonnes at 698 ppm TREO in orange, with drill hole locations.

Orbit, then named Godolphin Resources, first reported the estimate on 19 April 2023 and the prospectus restates it. The estimate draws on 31 diamond drill holes that the company drilled in 2022. Diamond drilling recovers a solid core of rock. It also draws on 8 reverse circulation holes from 2006 and 26 aircore holes from 2008, drilled by a previous owner. Reverse circulation returns rock chips. The report says the aircore samples came up as semi-continuous gravel or core [R1].

The independent report says the mineralised zone is 10 to 25 metres thick and reaches a maximum of 48 metres below surface (FIG. 03). It says the deposit is open to the north, south and west. Open is a great way to say that drilling has not yet found the edge. It implies but does not mean that the mineralisation continues [R1].

FIG. 03. Long section of the Narraburra rare earths project block model from south to north, showing the transported material layer, the residual material upper layer and the residual material lower layer above the base of weathering.

Narraburra Metallurgy and the Mixed Rare Earth Carbonate

Metallurgy is the work of getting the metal out of the rock. Orbit ran its test work with the Australian Nuclear Science and Technology Organisation (ANSTO), the federal government’s nuclear science agency, which also does minerals processing test work. The clay is leached in tanks. It is mixed with a mildly acidic solution of ammonium sulphate, a common salt, which dissolves the rare earths. The independent report gives the best tested conditions from the August 2024 slurry leach tests as 24 hours at 50 degrees, with acid use of about 1.0 to 3.3 kilograms a tonne. Those tests extracted up to 81 per cent of the magnet rare earths. The rare earths are then recovered as a mixed rare earth carbonate, or MREC (FIG. 04). MREC is an intermediate product sold to a refiner [R1].

FIG. 04. Conceptual process flow sheet for the Narraburra rare earths project, from free-dig mining through beneficiation, rare earth extraction, impurity removal and precipitation to a mixed rare earth carbonate product.

The first MREC graded 57.6 per cent TREO. Yttrium oxide was 18.7 per cent of the product by weight. Dysprosium and terbium oxides together were 3.1 per cent, and neodymium and praseodymium oxides 11.1 per cent. Those last four are the magnet rare earths, the ones used in permanent magnets. The company says this mix is rich in heavy rare earths compared with many other clay-hosted projects [R1]. Samso has covered MREC test work at another Australian clay project in OD6 Metals’ Splinter Rock results.

The independent report repeats the recoveries Orbit reported. Recovery is the share of the metal in the clay that ends up in the product. In the later program that made the first MREC, leaching extracted 90 per cent of the magnet rare earths. Overall recovery of the magnet rare earths from clay to the first MREC was 77 per cent. A second MREC added a step that cut uranium in the product from 223 ppm to 7 ppm. Overall magnet rare earth recovery for the second product was 67 per cent. Those recoveries are for the magnet rare earths. We did not find a recovery figure for yttrium in the independent report’s metallurgy section [R1].

The prospectus cites Benchmark Mineral Intelligence, a price reporting agency, for a yttrium oxide price outside China of US$1,575 a kilogram in April 2026. It gives about US$10 a kilogram inside China. It also says Benchmark was not involved in the prospectus and has not consented to being named [R1]. Samso has not checked those prices against the Benchmark source.

Coffee with Samso, the long-form interview series with company management.

Use of Funds from the MTX IPO

Matrix has no revenue, and the prospectus says it expects to rely on equity funding, which is money raised by selling new shares, for the foreseeable future. The company will have A$8,001,000 at the minimum raise and A$12,001,000 at the maximum, which is the offer proceeds plus A$1,000 of existing cash (TABLE 02) [R1].

TABLE 02. Use of funds over two years, in Australian dollars. Total funds are the offer proceeds plus A$1,000 of existing cash. The maximum raise column adds to A$1 more than the funds available, as it does in the prospectus. Columns: Use of funds, Minimum raise, Share of total, Maximum raise, Share of total. Narraburra Rare Earths Project: Minimum raise 4,185,000, Share of total 52.3%, Maximum raise 7,880,000, Share of total 65.7%. Bingara and Elsmore projects: Minimum raise 240,000, Share of total 3.0%, Maximum raise 300,000, Share of total 2.5%. Corporate administration and working capital: Minimum raise 1,822,239, Share of total 22.8%, Maximum raise 1,821,978, Share of total 15.2%. Costs of the offers: Minimum raise 1,202,690, Share of total 15.0%, Maximum raise 1,447,952, Share of total 12.1%. Repayment of the Orbit loan and reimbursement of Orbit costs: Minimum raise 551,071, Share of total 6.9%, Maximum raise 551,071, Share of total 4.6%. Total: Minimum raise 8,001,000, Share of total 100%, Maximum raise 12,001,001, Share of total 100%. Source: Matrix Critical Minerals Ltd replacement prospectus dated 3 October 2026, section 2.4. Percentages are Samso arithmetic from the same table.

Narraburra takes A$4,185,000 at the minimum raise and A$7,880,000 at the maximum (FIG. 05). The largest item inside that is drilling to lift confidence in the resource. The budget also covers pilot-scale MREC production, a scoping study and the start of a pre-feasibility study. Pilot scale is a larger trial run than a laboratory test. A scoping study is a first-pass technical and economic study of a possible mine, and a pre-feasibility study is the more detailed study that follows it [R1].

FIG. 05. Bar chart of the Matrix Critical Minerals use of IPO funds. At the minimum raise of A$8.001 million, Narraburra takes A$4.185 million, corporate administration and working capital A$1.822 million, costs of the offers A$1.203 million, Orbit loan and costs A$551,071 and the Bingara and Elsmore projects A$240,000. At the maximum raise of A$12.001 million, Narraburra takes A$7.88 million.

The prospectus says the minimum raise leaves less money for the pre-feasibility study. In that case it says the company is likely to need more time and more funds to finish it [R1].

The company will repay a loan from Orbit that covers offer costs Orbit has paid. The balance was A$401,071 at 31 July 2026, and further offer costs paid by Orbit before completion are also repayable. The company will also reimburse up to A$150,000 of Orbit’s costs. The prospectus puts the total expenses of the offers, with those two items included, at A$1,753,761 at the minimum raise. By Samso’s arithmetic that is 21.9 per cent of the funds [R1].

Capital Structure, the Orbit Holding and Escrow

At the maximum raise there will be 122,500,120 shares on issue (TABLE 03). At A$0.20 that is a market capitalisation, the value of all the shares, of A$24,500,024. The existing 62,500,120 shares are worth A$12,500,024 at the offer price by Samso’s arithmetic. That is the value the offer puts on the projects before any new money goes in.

TABLE 03. Shareholdings after the offer and the in-specie distribution, with the options on issue. The split assumes the priority offer is fully taken up by Orbit shareholders. Columns: Holder or security, Minimum raise, Maximum raise. Orbit Resources, shares kept and escrowed for 24 months: Minimum raise 12,500,024 (12.20%), Maximum raise 12,500,024 (10.20%). Orbit shareholders, in-specie shares plus the priority offer: Minimum raise 60,000,096 (58.54%), Maximum raise 60,000,096 (48.98%). New shareholders in the public offer: Minimum raise 30,000,000 (29.27%), Maximum raise 50,000,000 (40.82%). Total shares on issue: Minimum raise 102,500,120, Maximum raise 122,500,120. Director and management options, A$0.30, expiring 30 November 2029: Minimum raise 11,000,000, Maximum raise 11,000,000. Lead manager options, A$0.30, expiring three years from issue: Minimum raise 5,500,000, Maximum raise 7,500,000. Total options: Minimum raise 16,500,000, Maximum raise 18,500,000. Source: Matrix Critical Minerals Ltd replacement prospectus dated 3 October 2026, Key Information and sections 1.2, 2.5 and 2.11. Percentages are as published.

Escrow means a holder cannot sell for a set period. Orbit’s remaining 12,500,024 shares are restricted for 24 months from the day the shares start trading, and so are all the options. An option is a right to buy a share later at a set price. Shares bought in the offer are not restricted. Section 1.2 of the prospectus gives Orbit’s restricted holding as about 12.20 per cent assuming maximum subscription. The ownership table in the same section shows 12.20 per cent at the minimum raise and 10.20 per cent at the maximum [R1].

The company has applied for an ASX waiver so that the 50,000,096 shares going to Orbit shareholders are not escrowed. A waiver is the ASX agreeing not to apply one of its rules. It has not been granted. The prospectus says the ASX has given conditional in-principle advice that it would be likely to confirm the escrow rule does not apply. If it is confirmed, those shares can trade from the first day [R1].

Matrix Critical Minerals Board and Related Parties

“Our ambition is to build the Company into Australia’s next major rare earth minerals company.”

Mr Christopher Gibbs, Executive Chair, in his letter to investors in the replacement prospectus dated 3 October 2026 [R1]

Mr Christopher Gibbs becomes Executive Chair on listing, on A$325,000 a year plus superannuation. From 2021 to 2025 he was on the board of American Rare Earths (ASX: ARR), a company Samso has written on. He was its Managing Director and Chief Executive Officer from 2021 to 2023 and Chief Executive Officer again from 2024 to 2025. Dr Quinton Hills becomes Technical Director on A$300,000 a year plus superannuation. He has been study manager for Narraburra at Orbit since February 2024, and he is the Competent Person for the exploration results in the prospectus. A Competent Person is the qualified professional who takes responsibility for a reported result [R1].

Mr Gibbs is also a non-executive director of Orbit. Ms Jeneta Owens, a non-executive director of Matrix on A$60,000 a year, is the Managing Director of Orbit. The directors and the Chief Financial Officer are to receive 11,000,000 options between them for services already provided. Orbit can nominate one non-executive director while it holds 5 per cent or more, or while it has escrowed shares. The prospectus says that period ends two years after listing [R1].

What the Prospectus Does Not Settle

The independent report calls the grade comparatively modest. It says the economics depend heavily on the mix of rare earths recovered, low mining costs, high recovery, scale and strong prices. It describes rare earth prices as volatile and opaque. It says the project still requires further refinement before a robust development case can be established [R1].

The company says yttrium is about 26 per cent of the rare earths in the resource. The independent report describes the deposit as weakly enriched in light rare earths. It puts the magnet rare earths at about 24 per cent of the rare earth oxides once yttrium is excluded. The two figures measure different things. The company’s figure is yttrium as a share of all the rare earths in the resource. The independent report’s figure is the magnet rare earths as a share of the rare earths other than yttrium. The independent report also says thorium levels are low [R1].

The prospectus has no scoping study result, so there is no capital or operating cost estimate. The project has no Ore Reserve, which is the part of a resource shown to be economic to mine. The prospectus discloses no offtake agreement, which is a contract to sell the product. The company says a third, larger batch of MREC has been approved for delivery to potential offtake partners [R1].

Land access is not fully agreed. The independent report says access has been agreed program by program with each landholder, and that the resource is on two properties. The risk section says only one land access agreement is in place for Narraburra. One of the four licences, EL 9601, reached its expiry date on 31 August 2026. A renewal was lodged on 20 August 2026 and the licence stays in effect until that is decided [R1].

Support Samso. Independent ASX research, free to read.

Near-term Milestones to Watch

The offer opening on 13 October 2026 and closing on 30 October 2026.
The Orbit shareholder vote on 5 November 2026.
The ASX decision on the escrow waiver for the in-specie shares.
ASX admission and the first day of trading, expected on 23 November 2026.
The first infill drilling at Narraburra, which is closer-spaced drilling inside the resource, and the third batch of MREC from ANSTO.
The scoping study.

Samso Concluding Comments

Unlike most of the explorer floats we review, Matrix lists with a Mineral Resource that is half Indicated. ANSTO has already made a product from it in test work. Our Research Workup on Australian Rare Earths covers another clay-hosted rare earths project in more detail.

The Narraburra scoping study is still to come. In our experience the economics of a clay-hosted project at this grade depend on how much of the rare earths is recovered and what the acid and other chemicals cost. The two-year budget is aimed at those two questions, and rare earth prices are outside the company’s control.

SAMSO TAKE

We like that this is a single-purpose company. Narraburra was one of several projects inside a gold and copper explorer. Here it has a separate board and budget. The Chair has run a rare earths company before.

The prospectus gives weight to the yttrium price. That price is a result of China’s export controls, so it could fall if the policy changes. We would want to see the scoping study show that Narraburra is still economic at prices well below the April 2026 numbers.

If Orbit shareholders approve the distribution, about 50 million shares go to holders who did not choose to buy Matrix. If the waiver is confirmed they can sell from the first day. That is normal for a spin-out. How much of the early trading will be those holders selling?

THE OTHER WAY TO READ THIS

On the favourable side, the market capitalisation at the offer price is A$20.5 million to A$24.5 million. The resource is 94.9 million tonnes at 739 ppm TREO in New South Wales. The test work has already produced a mixed rare earth carbonate with low uranium. The independent report says Western governments are giving policy support to rare earths supply from outside China.

On the other side, the resource estimate dates from April 2023, and the infill drilling in the budget is the next work on it. More than a fifth of the minimum raise goes to offer costs and to Orbit. The company says it will need more capital to become a developer.

VOCABULARY, IN PLAIN ENGLISH

Rare earth elements (REE)

A group of 17 metals used in magnets, electronics, lasers and specialist alloys.

Heavy rare earths

The heavier members of the group, such as dysprosium, terbium and yttrium.

Magnet rare earths

Neodymium, praseodymium, dysprosium and terbium, the four used in high-strength permanent magnets.

Yttrium

A rare earth used in heat-resistant coatings for turbine blades, and in ceramics, lasers and electronics.

TREO

Total rare earth oxides. The combined weight of all the rare earth oxides in a sample.

ppm

Parts per million. 1,000 ppm is 0.1 per cent.

Mixed rare earth carbonate (MREC)

An intermediate product that holds the rare earths together. A refiner separates it into the individual rare earths.

Saprolite and saprock

Rock that has weathered to clay, and rock that is partly weathered. Geologists use the two names for the layers above fresh rock.

JORC Code

The Australian code that sets how exploration results, resources and reserves are reported.

Mineral Resource

An estimate of the tonnes and grade of mineralisation, reported under the JORC Code. Indicated is a higher confidence category than Inferred.

Ore Reserve

The part of a Mineral Resource that a study has shown to be economic to mine.

Competent Person

The qualified geologist or engineer who takes responsibility for a reported result or estimate.

Leaching

Soaking mined material in a liquid to dissolve the metal out of it. Here the liquid is a mildly acidic ammonium sulphate solution.

Cut-off

The lowest grade counted in a resource estimate.

Ion-adsorption clay

A clay deposit where the rare earths are held loosely on the clay and can be washed off with a salt solution.

Infill drilling

Closer-spaced drilling inside a resource to lift confidence in the estimate.

Scoping study

A first-pass technical and economic study of a possible mine.

Pre-feasibility study

The more detailed study that follows a scoping study.

In-specie distribution

A distribution to shareholders paid in shares or other assets and not in cash.

Escrow

A period in which a holder cannot sell.

Option

A right to buy a share later at a set price.

Offtake agreement

A contract to sell a mine’s product to a buyer.

Market capitalisation

The number of shares on issue multiplied by the share price.

References and sources

Every company figure in this piece comes from the prospectus unless another source is named. Where two parts of the prospectus disagree, both figures are quoted as published.

[R1] Matrix Critical Minerals Limited, Replacement Prospectus dated 3 October 2026 and lodged with ASIC on that date. It includes the Independent Technical Assessment Report by MinVal Pty Ltd, the Independent Tenement Report by Hetherington Legal and the Independent Limited Assurance Report by BDO Corporate Finance Australia. Available from the company website, mtxcm.com.au.

[R2] ASX, Upcoming floats and listings. Read on 7 October 2026. https://www.asx.com.au/listings/upcoming-floats-and-listings

[R3] Orbit Resources Limited (ASX: OBT), Notice of General Meeting and Explanatory Memorandum, dated 7 October 2026, for the meeting on 5 November 2026. https://www.asx.com.au/markets/company/OBT

Cover image: the Narraburra Mineral Resource plan from the Matrix Critical Minerals Limited replacement prospectus dated 3 October 2026, Independent Technical Assessment Report by MinVal, Figure 7 (PDF page 150). MinVal credits the figure to the Orbit website.

Samso, independent research media house, established 1995. We do not promote. We research. Depth over hype.

The Samso Way – Seek the Research

Here at Samso, we pride ourselves on delivering content for investors that is independent and informed by over three decades of experience in the industry. Our content is well-researched and is only created if I see merit in discussing the company's story.

Our mission is simple. Cut through the noise and spotlight what matters. Genuine stories, grounded insights, and real opportunity.

Investors can explore our four core platforms:

There may be numerous paths to success in investing, but the common thread among successful individuals is that they remain committed to making informed decisions. Equip yourself with the right knowledge and tools, and you will be well on your way to achieving your financial goals.

Most importantly, investors need to be absolutely diligent in understanding their own risk-reward tolerance and capabilities. Never bite off more than you can chew. As they say, Rome wasn't built in a day, and the Great Wall stood because it took centuries to complete.

The Samso Philosophy:

Stay curious. Stay sharp. And remember, digging deeper always uncovers the real value.

In Life, there is no such thing as a Free Lunch.

Never bite off more than you can chew is my parting comment.

Happy Investing, and the only four-letter word you need to know is DYOR.

To support our independent work, please head over to our Support Page and give us a helping hand in any of the ways listed. This is a new initiative for the Samso Platform, and it was always the concept of Samso when we started this journey in 2018.

Disclaimer

The information or opinions provided herein do not constitute investment advice, an offer, or solicitation to subscribe for, purchase, or sell the investment product(s) mentioned herein. It does not take into consideration, nor have any regard to your specific investment objectives, financial situation, risk profile, tax position and particular, or unique needs and constraints.

Read full Disclaimer.

About Samso

Samso is a trusted platform that equips dedicated investors with up-to-date industry knowledge and insights from top CEOs and thought leaders. By staying informed on business advancements and market trends, investors can enhance their financial decisions through a combination of expert guidance and their own research.

Coffee with Samso, Samso Insights, Samso News and Samso Research are four ways into the same work. Interviews, long-form research, short takes on announcements and company-specific studies. Every one of them is about how to think about investing rather than what to buy.

Samso News | www.samso.com.au | An Investor Lens on ASX-Listed Companies

Samso News is independent research commentary for general information only. Nothing in this article is financial product advice, and it does not take into account any reader's objectives, financial situation or needs. Figures are drawn from public sources believed reliable at the stated dates but are not guaranteed. Market-sensitive numbers change daily. Samso or associated parties may hold positions in, or have commercial arrangements with, companies mentioned. Seek professional advice before making investment decisions. © Samso 2026 · samso.com.au