Rare Earths Americas adds 1,663-acre rare earths lease

Q: What was the consideration paid by REA for the Weyerhaeuser lease interest?

Consideration at closing included $375,000 in cash and 165,153 shares of Rare Earths Americas’ common stock. The share issuance represents $2,000,000 in stock consideration that had been previously disclosed.

Q: What ongoing payments are required under REA’s Weyerhaeuser lease?

The Weyerhaeuser lease provides for annual rental payments of $75,000 beginning in year four and a 5% royalty on rare earth products and byproducts produced from the lease area.

Q: How were the REA shares issued in this transaction registered?

The 165,153 shares of Rare Earths Americas common stock issued as part of the consideration were issued in a private placement exempt from registration under the Securities Act of 1933, as amended.

Rare Earths Americas, Inc. (REA) disclosed that its wholly owned subsidiary, Foothills Rare Earths, LLC, entered into an Assignment and Assumption of Lease with Southeast Metals LLC on August 20, 2026.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Rare Earths Americas, Inc. (REA) disclosed that its wholly owned subsidiary, Foothills Rare Earths, LLC, entered into an Assignment and Assumption of Lease with Southeast Metals LLC on August 20, 2026. Under this Assignment, Foothills Rare Earths acquired all of Southeast Metals’ rights and interests in a mining lease with Weyerhaeuser Forest Holdings, Inc. and assumed lease obligations required to be performed on or after that date.

Closing consideration consisted of $375,000 in cash and 165,153 shares of REA common stock, representing $2,000,000 in stock consideration, issued in a private placement exempt from registration under the Securities Act of 1933. The Weyerhaeuser lease covers approximately 1,662.8 acres in Harris and Talbot Counties, Georgia, and provides for annual rental payments of $75,000 beginning in year four and a 5% royalty on rare earth products and byproducts produced from the lease area.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Cash consideration: $375,000 Stock consideration: 165,153 shares Stock consideration value: $2,000,000 +4 more

7 metrics

Cash consideration $375,000 Cash paid at closing for the Assignment and Assumption of Lease

Stock consideration 165,153 shares Shares of common stock issued at closing, representing stock consideration

Stock consideration value $2,000,000 Value of stock consideration previously disclosed for the transaction

Lease acreage 1,662.8 acres Acreage covered by the Weyerhaeuser mining lease in Georgia

Annual rental payment $75,000 Annual rental beginning in year four under the Weyerhaeuser lease

Royalty rate 5% Royalty on rare earth products and byproducts produced from the lease area

Assignment date August 20, 2026 Effective date when Foothills Rare Earths assumed obligations under the lease

Key Terms

Assignment and Assumption of Lease, royalty, private placement exempt from registration, Mining Lease Agreement

4 terms

Assignment and Assumption of Lease legal

"entered into an Assignment and Assumption of Lease (the "Assignment")"

royalty financial

"and a 5% royalty on rare earth products and byproducts"

A royalty is a payment made to the owner of a resource or asset—such as a patent, mineral rights, or creative work—whenever others use or profit from it. For investors, royalties provide a steady stream of income without owning the entire asset, similar to earning a small commission each time a product is sold or a service is used. This makes royalties an important factor in valuing certain types of investments.

private placement exempt from registration regulatory

"The shares were issued in a private placement exempt from registration"

Mining Lease Agreement legal

"in and to that certain Mining Lease Agreement, dated October 1, 2020"

FAQ

What agreement did Rare Earths Americas (REA) enter into on August 20, 2026?

Rare Earths Americas’ subsidiary Foothills Rare Earths, LLC entered into an Assignment and Assumption of Lease with Southeast Metals LLC, acquiring Southeast Metals’ rights in a mining lease with Weyerhaeuser Forest Holdings, Inc. and assuming obligations required to be performed on or after August 20, 2026.

What was the consideration paid by REA for the Weyerhaeuser lease interest?

Consideration at closing included $375,000 in cash and 165,153 shares of Rare Earths Americas’ common stock. The share issuance represents $2,000,000 in stock consideration that had been previously disclosed.

How large is the lease area acquired by Rare Earths Americas (REA)?

The Weyerhaeuser lease acquired by Foothills Rare Earths, LLC covers approximately 1,662.8 acres located in Harris and Talbot Counties, Georgia. This acreage is subject to the rental and royalty terms described in the lease.

What ongoing payments are required under REA’s Weyerhaeuser lease?

The Weyerhaeuser lease provides for annual rental payments of $75,000 beginning in year four and a 5% royalty on rare earth products and byproducts produced from the lease area.

How were the REA shares issued in this transaction registered?

The 165,153 shares of Rare Earths Americas common stock issued as part of the consideration were issued in a private placement exempt from registration under the Securities Act of 1933, as amended.

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Available on EDGAR 08/25/2026 - 05:01 PM Accepted by SEC EDGAR 08/25/2026 - 05:00 PM

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported): August 20, 2026

    

Rare Earths Americas, Inc.

(Exact name of Registrant as Specified in Its Charter)


Texas	001-43268	39-4918133
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

101 W. Main Street
Manchester, Georgia		31816
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (706) 846-5063

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $ 0.0001 par value	REA	NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On August 20, 2026, Foothills Rare Earths, LLC ("FRE US"), a wholly owned subsidiary of Rare Earths Americas, Inc. (the "Company"), entered into an Assignment and Assumption of Lease (the "Assignment") with Southeast Metals LLC ("SEM"). Pursuant to the Assignment, SEM assigned to FRE US all of its right, title and interest in and to that certain Mining Lease Agreement, dated October 1, 2020, between SEM and Weyerhaeuser Company (now Weyerhaeuser Forest Holdings, Inc.), as amended (the "Weyerhaeuser Lease"), and FRE US assumed the obligations under the Weyerhaeuser Lease required to be performed on or after August 20, 2026.

The Assignment was completed in connection with FRE US's exercise of its option to acquire and assume the Weyerhaeuser Lease, as previously disclosed in the Company's Current Report on Form 8-K filed on August 6, 2026. The Third Amendment to the Option and Project Evaluation Agreement, under which the option was granted and exercised, was filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.

Consideration paid at closing consisted of $375,000 in cash and 165,153 shares of the Company's common stock, representing the $2,000,000 in stock consideration previously disclosed. The shares were issued in a private placement exempt from registration under the Securities Act of 1933, as amended.

The Weyerhaeuser Lease covers approximately 1,662.8 acres in Harris and Talbot Counties, Georgia. It provides for annual rental payments of $75,000 beginning in year four and a 5% royalty on rare earth products and byproducts produced from the lease area. The Weyerhaeuser Lease was filed as Exhibit 10.22 to the Company's Registration Statement on Form S-1, and was amended pursuant to a First Amendment to Mining Lease Agreement dated January 30, 2026 between Weyerhaeuser Forest Holdings, Inc. and SEM, which amendment is filed as Exhibit 10.2 to this Current Report on Form 8-K.

The foregoing description of the Assignment and the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are filed as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.

Item 9.01 Exhibits.


Exhibit No.	Description
10.1*	Assignment and Assumption of Lease, dated August 20, 2026, between Southeast Metals LLC and Foothills Rare Earths, LLC.
10.2*	First Amendment to Mining Lease Agreement, dated January 30, 2026, between Weyerhaeuser Forest Holdings, Inc. and Southeast Metals, LLC.
104	Cover Page Interactive Data File (embedded inline with the Inline XBRL document)

*Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			Rare Earths Americas, Inc.

Date:	August 25, 2026	By:	/s/ Jennifer S. Grafton
			Jennifer S. Grafton, COO, General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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