Why Is US1 Critical Minerals Issuing 50 Million Fee Options to Consultants?

US1 Critical Minerals has provided clarity on the issuance of 50 million fee options to consultants related to its December 2025 placement, reaffirming shareholder approval is pending and no funds will be raised from this issuance.

  • 50 million fee options to consultants tied to December 2025 placement
  • Options subject to shareholder approval at March 2026 meeting
  • Emes Corporate LLC, incorporated by consultant Mordechai Fixler, nominated to receive options
  • No capital raised from fee options issuance
  • Clarification follows prior announcements and prospectus disclosures
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Background to the Fee Options

US1 Critical Minerals Limited (ASX – USC) has issued a clarification regarding the 50 million fee options it plans to grant to consultants for services related to its December 2025 capital raising. These options were initially disclosed in announcements last December and February, but recent queries prompted the company to provide further detail on the arrangement and the parties involved.

Details of the Fee Options and Shareholder Approval

The fee options are to be issued on the same terms as the placement options offered to investors in the December 2025 placement. Importantly, the issuance of these options remains subject to shareholder approval at a general meeting scheduled for 9 March 2026. The company emphasises that no funds will be raised from this fee options offer, as it is a non-cash consideration for consulting services rendered.

Consulting Services and Emes Corporate LLC

The consulting and capital-raising assistance services tied to the placement were provided by Mr Mordechai Fixler, a Melbourne-based corporate financier. Emes Corporate LLC, a company incorporated in January 2026 by Mr Fixler, has been nominated to receive the fee options on his behalf, pending shareholder approval. This structure clarifies the entity receiving the options and aligns with the disclosures made in the company’s recent prospectus.

Strategic Context and Broader Company Focus

US1 Critical Minerals continues to advance its portfolio of critical minerals projects with a strategic focus on the United States, alongside substantial assets in Tanzania. The company’s approach involves disciplined technical work and strategic partnerships to support long-term development and supply chain security. The December placement, led by Snow Lake Energy and accompanied by board appointments such as Avi Geller, is part of this broader strategy to strengthen capital and operational foundations.

What This Means for Investors

While the fee options represent a form of dilution, the company’s transparency and adherence to governance processes, including shareholder approval, provide reassurance. Investors will be watching closely for the outcome of the March meeting and any further disclosures on the terms of these options. The clarification also underscores the importance of understanding the roles of consultants and intermediaries in capital raising activities within the critical minerals sector.

Bottom Line?

The March shareholder meeting will be pivotal in confirming the fee options and shaping US1 Critical Minerals’ capital structure moving forward.

Questions in the middle?

  • Will shareholders approve the 50 million fee options at the March meeting?
  • What are the detailed terms and potential dilution impact of these fee options?
  • How will this consulting arrangement influence US1 Critical Minerals’ future capital raising strategies?