Critical Minerals: "Project Vault" and the New US Critical Minerals Playbook

The United States is taking steps to secure access to critical minerals as geopolitical competition and supply chain pressures intensify. This alert discusses Project Vault, the proposed US Strategic Critical Minerals Reserve announced by President Donald Trump in February, and its potential implications for US and non-US mining companies, developers, investors, and other stakeholders.

Key Takeaways

• Project Vault deploys $12 billion—$10 billion in EXIM financing plus approximately $2 billion in private capital — to establish the US Strategic Critical Minerals Reserve.
• The reserve covers all 60 minerals on the US Geological Survey 2025 List of Critical Minerals, with initial emphasis on rare earth elements.
• The structure is demand-driven: OEM purchase commitments determine what is stockpiled, not centralized government forecasting.
• Complementary tools include equity stakes in mining companies, bilateral price-floor frameworks, and offtake-linked financing through EXIM.
• The United States has signed multiple bilateral critical minerals frameworks with countries, including Argentina, Morocco, Peru, and the United Arab Emirates.
• For non-US investors, the policy environment creates both new regulatory exposure and opportunity—CFIUS scrutiny of critical minerals assets has intensified, but CFIUS is also attempting to review investments from allied-country investors more expeditiously under the America First Investment Policy.

Background and Strategic Context

In February 2026, President Donald Trump announced Project Vault—formally, the US Strategic Critical Minerals Reserve—at a White House ceremony attended by Cabinet secretaries and executives from various major manufacturers. The announcement came against a backdrop of escalating Chinese export controls on rare earths, gallium, germanium, antimony, and other critical concerns that rippled through US defense and commercial supply chains throughout 2025, resulting in production slowdowns for some manufacturers.

Project Vault is structured as an independently governed public-private partnership—not a government agency program, such as the historical Strategic Petroleum Reserve. The Export-Import Bank of the United States (EXIM) approved an up to $10 billion direct loan, the largest financing commitment in the agency’s 92-year history. Approximately $2 billion in private capital will complete the initial capitalization. Trading companies Hartree Partners, Traxys North America, and Mercuria Energy Group have been designated as the procurement agents responsible for sourcing materials for the reserve, some even already signing offtake memoranda with critical mineral providers.

How the Reserve Works: An OEM-Driven Model

Unlike traditional government stockpiles that store materials against broadly defined national security contingencies, Project Vault is demand-led. Participating original equipment manufacturers (OEMs) identify which minerals they require and the grade and volume required, and make long-term financial commitments to the program. Project Vault purchases and stores minerals based on those commitments, before shortages occur. Participants pay a commitment fee, storage costs, and interest on the financing; in exchange, they receive guaranteed access to specified materials in the event of certain pre-defined market disruptions. The commitment fee effectively serves as a premium for insurance against market volatility and shortages. Absent a market disruption, the participating OEMs may withdraw a portion of the stored minerals for ordinary course use each year, but are required to replenish the amounts used.

“Project Vault is designed to support domestic manufacturers from supply shocks, support US production and processing of critical raw materials, and strengthen America’s critical minerals sector.” — EXIM Chairman John Jovanovic

Equity Stakes, Price Floors, and Offtake Arrangements

Project Vault is one element of a broader and rapidly expanding US government toolkit. In 2025, the Trump Administration converted federal grants into equity stakes in seven mining and processing companies, directly capitalizing private companies against what was seen as state-backed Chinese competition. Separately, the administration is reportedly also considering acquiring an approximately eight percent equity stake in Critical Minerals Corp. for a position in the Tanbreez rare-earths deposit in Greenland. EXIM is also engaging companies seeking to use the reserve as collateral or a demand anchor to bring projects to financial close—effectively embedding the stockpile into project finance structures as an offtake mechanism.

On the pricing side, the bilateral frameworks concluded with Australia and Japan in October 2025 include explicit commitments to cooperate on price floor mechanisms—standards-based systems designed to ensure that allied-producers can operate competitively against subsidized Chinese supply. The multiple new frameworks announced at the Critical Minerals Ministerial hosted by Secretary of State Rubio in early February 2026—covering Argentina, the Cook Islands, Ecuador, Guinea, Morocco, Paraguay, Peru, the Philippines, the United Arab Emirates, the United Kingdom and Uzbekistan—may incorporate similar provisions and aim to boost investment in processing in certain partner countries, though the full substance has not yet been publicly disclosed. Negotiations are reportedly in progress with an additional 17 countries. The Trump Administration has also announced plans to hold negotiations with the European Union and Mexico regarding cooperation on price floor mechanisms.

Further, the Office of the US Trade Representative has requested public comment on key aspects of forthcoming critical mineral trade negotiations, including border-adjustable price floors, and which critical minerals should be covered by the negotiations. The deadline for submitting these public comments is March 19, 2026.

Implications for Mining Companies and Developers

For manufacturers dependent on critical mineral inputs, Project Vault creates a new option for supply chain risk management that warrants early evaluation. Participation involves upfront financial commitments, but those commitments may prove favorable compared to the cost of production stoppages or spot-market procurement during a shortage. For mining companies and project developers, the combination of EXIM offtake-linked financing, equity investment appetite, and bilateral price-floor frameworks represents a substantially more supportive policy environment than has existed in recent memory—and one that is still evolving rapidly. It remains to be seen whether the US government will coordinate its stockpiling efforts with other countries that are building similar reserves, as such as Japan and South Korea, to limit short-term effects on pricing.

Counsel can assist clients in evaluating participation in Project Vault, structuring EXIM-supported financing arrangements, reviewing bilateral framework implications for cross-border projects, and monitoring regulatory developments as the new reserve’s governance and procurement procedures are finalized.

Considerations for Non-US Companies Investing in or Holding US Critical Minerals Assets

For non-US companies with existing or prospective investments in US critical minerals assets—mines, processing facilities, refineries, or related infrastructure—the Project Vault era brings a significantly altered regulatory and commercial landscape. The policy shift is not purely restrictive: it creates genuine commercial opportunity, especially for allied-country investors, but it also raises the stakes of Committee on Foreign Investment in the United States (CFIUS) exposure and introduces new compliance considerations that warrant careful advance planning.

CFIUS scrutiny has intensified. Critical minerals assets are now firmly within CFIUS’s core national security focus. Transactions involving critical minerals faced heightened CFIUS scrutiny in 2025, and that trend is likely to continue in 2026. The Nippon Steel/US Steel transaction—ultimately cleared, subject to significant conditions, including an $11 billion investment commitment, majority-US board composition, and the government’s golden share carrying veto rights over plant closures and offshoring—illustrates both the reach of CFIUS review and the kinds of structural commitments that CFIUS may require from foreign investors. If a transaction subject to CFIUS jurisdiction is not approved pre-closing, CFIUS can initiate a review at any time post-closing, with no deal size threshold and no statute of limitations on its ability to review unfiled covered transactions. CFIUS filings can be demanded years after an investment is made if a filing was not made upfront. Mandatory filings are triggered in certain transactions where either a foreign government or foreign government controlled entity holds a “substantial interest” (a voting interest of at least 49%), directly or indirectly, in the acquiror and a voting interest of at least 25% in a per se sensitive US “TID” (i.e., technology, infrastructure or data) business being acquired, or for certain transactions where the US business deals in critical technologies.

Allied-country investors may be able to take advantage of expedited review. The February 2025 America First Investment Policy (AFIP) rhetorically supported faster, less burdensome CFIUS reviews for investors from allied countries, and there are indications this approach is being put into force on a case-by-case basis. The AFIP also directed CFIUS to develop a fast-track process for investors from allied and partner nations, and CFIUS is developing a “Known Investor Portal” to reduce filing burdens for low-risk, repeat investors. There are also early indications of a willingness by CFIUS under the Trump Administration to revisit existing mitigation agreements, which has the potential to provide investors from allied countries with an opportunity to terminate or restructure costly compliance obligations. Non-US companies from countries that have signed critical minerals frameworks or MOUs with the United States—including Australia, Japan, and the United Kingdom, together with other bilateral partners announced through February 2026—may be favorably positioned under this evolving fast-track architecture.

A preferential trading zone changes the commercial calculus. On February 4, 2026, the Trump Administration proposed a preferential trading zone for critical minerals, open to US allies and partners, intended to protect members from volatile global pricing by establishing enforceable fair market prices at each stage of the production process. For non-US companies holding or developing US-based critical minerals assets, membership in this trading zone—or alignment with its pricing standards—could provide meaningful market access advantages and downside price protection. Conversely, companies from countries outside the zone may find themselves at a structural pricing disadvantage in both procurement and offtake markets.

Section 232 and tariff exposure. The Trump Administration has used Section 232 of the Trade Expansion Act of 1962 to investigate the national security effects of processed critical minerals imports and separately ordered an investigation into US dependence on foreign copper, which led to a 50% tariff on imports of semi-finished copper products. The administration has privately signaled that it will use the tariff authority provided under Sec. 232 as the key mechanism to implement any border-adjusted price floor. Non-US companies that process or refine critical minerals for export to US customers—even from allied countries—face potential tariff exposure on downstream products. Supply chain structuring decisions, including where refining and processing occur, have become material to the economics of US market participation.

Participation in Project Vault itself. Project Vault’s initial phase is structured around US OEM participation, but EXIM has indicated that the program is designed to allow for broader allied-country engagement over time. Non-US mining companies and project developers operating in bilateral-framework countries may find that the reserve’s offtake-linked financing structure can be used to anchor project finance for assets included in the stockpile—even where the ultimate ownership is by a non-US company. Early engagement with EXIM and the relevant trading companies (Hartree, Traxys, and Mercuria) is advisable for non-US developers seeking to position their projects within the reserve’s supply network.

The net effect is a two-track environment: non-US investors from allied nations who engage proactively with CFIUS, align with bilateral framework commitments, and structure supply chains within the emerging US-led minerals trading architecture stand to benefit materially from the surge in US government-backed demand. Those who do not, risk finding themselves outside a rapidly consolidating allied supply chain.

Next Steps for Interested Stakeholders

Project Vault and the forthcoming trade negotiations are both fluid issues and both will continue to develop as the program is established and negotiations commence. As noted, the Trump Administration is seeking public comment on many aspects of its critical mineral policies as well as potential additional partners in the private sector. Thus, stakeholders may want to start to engage directly with the key policy makers in the administration.

Please contact us for more or updated details as this framework continues to progress day by day.