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USA Rare Earth, Inc. outlines several strategic developments. It previously agreed to acquire Texas Mineral Resources Corp., with TMRC common stock to be converted into the right to receive an aggregate of 3,823,328 shares of USA Rare Earth common stock as merger consideration.
The company discloses a leadership transition: Chief Executive Officer and director Barbara Humpton will retire on October 1, 2026, with her 219,329 restricted stock units vesting on that date and eligibility for a pro-rated $500,000 2026 bonus, subject to a release and other conditions. The Board plans for Thrasyvoulos (Thras) Moraitis, current CEO of Serra Verde, to become CEO on October 1, 2026 or upon closing of the Serra Verde merger, whichever is later, after serving as President in the interim. His CEO terms include a base salary of CHF 822,000 per year, time-based RSUs valued at $5 million for 2026–2027, an inducement package of $1.5 million in RSUs and $6.5 million in performance stock units, and a $4 million make‑whole RSU award.
The Board also appoints Michael Blitzer as Executive Chair, effective July 19, 2026, with an annual cash retainer of $170,000, annual RSU grants valued at $2.53 million (first year equating to 133,353 RSUs) plus a one‑time 31,427‑RSU grant. A separate lock-up agreement with key holders, including Blitzer and Humpton, restricts transfers of their USA Rare Earth shares until specified CHIPS Program funding milestones are achieved.
Texas Mineral Resources Corp. remains an exploration-stage miner with no revenue and a continued net loss. For the nine months ended May 31, 2026, the company lost about $2.36M, deeper than $1.27M a year earlier, mainly from higher general and administrative costs tied to legal and corporate work around a planned merger.
Cash rose to roughly $2.61M and working capital to about $2.42M, helped by selling 157,686 shares of USA Rare Earth (USAR) for net proceeds of about $3.0M and warrant exercises. Total assets were about $3.20M and shareholders’ equity about $2.95M at May 31, 2026.
The company highlights substantial doubt about its ability to continue as a going concern. It cannot fund its share of the Round Top joint venture’s large 2026 capital calls—potentially up to $50M in total—and has chosen to accept dilution, reducing its Round Top interest from 18.779% to 18.265%. A Merger Agreement with USAR would convert all TMRC shares into a pro rata portion of 3,823,328 USAR shares, subject to stockholder approval and other closing conditions.
Texas Mineral Resources Corp. (TMRC) is asking shareholders to approve a merger by which TMRC would become a wholly owned subsidiary of USA Rare Earth, Inc. (USAR). Under the Merger Agreement, USAR will issue 3,823,328 USAR Shares as merger consideration, and each TMRC share will convert into a pro rata portion of that block based on TMRC’s fully diluted outstanding shares at closing. The TMRC Board recommends a vote FOR the Merger Proposal; TMRC shareholders must approve the Merger by a majority of outstanding shares. The special meeting is virtual on July 28, 2026 and the record date for voting is June 2, 2026. The parties expect to close the Mergers by the third quarter of 2026, subject to conditions and stockholder approval.
Texas Mineral Resources Corp. director Donald Edward Hulse received a grant of common stock reported on a Form 4. On March 13, 2026, he acquired 19,197 shares of common stock at $0.78 per share as a grant or award, bringing his directly held stake to 176,585 shares after the transaction.
Texas Mineral Resources Corp. director Jonathan Scott Beigle reported a compensation-related share award. On March 13, 2026, he acquired 19,197 shares of common stock at a reported value of $0.78 per share as a grant, not an open-market purchase. Following this award, he directly holds 60,767 common shares, indicating a modest increase in his equity stake in the company.
Texas Mineral Resources Corp. reported a net loss of about $1.05 million for the six months ended February 28, 2026, compared with roughly $0.47 million a year earlier, driven partly by a $0.50 million unrealized loss on marketable equity securities. The company remains an exploration-stage miner with no operating revenue and an accumulated deficit of about $46.16 million.
Total assets rose to approximately $4.41 million, including $0.79 million in cash and $2.98 million in marketable equity securities, and shareholders’ equity increased to about $4.27 million, supported by warrant exercises and contributed USAR stock. Despite a working capital surplus near $3.74 million, management discloses substantial doubt about the company’s ability to continue as a going concern because it cannot fund its share of Round Top cash calls and expects further dilution of its now roughly 18.4% interest in the project. The company has signed a Merger Agreement with USA Rare Earth, Inc., under which existing shareholders are slated to receive an aggregate of 3,823,328 USAR shares, subject to approvals and customary closing conditions.
Texas Mineral Resources Corp. agreed to be acquired by USA Rare Earth, Inc. in an all-stock transaction. TMRC will merge into newly formed USAR subsidiaries so that TMRC’s business becomes a wholly owned subsidiary of USAR.
Each TMRC share will be converted into the right to receive a fraction of USAR common stock, with TMRC stockholders collectively receiving 3,823,328 shares of USAR stock. A joint press release states this implies a total deal value of approximately $73 million, based on USAR’s March 4, 2026 closing share price.
USAR will acquire TMRC’s 18.6% interest in the Round Top heavy rare earth and critical minerals project, along with related lease and prospecting rights, giving USAR full economic benefit and operational control of Round Top. TMRC’s board approved the merger and recommends stockholder approval, and all TMRC directors and executive officers entered voting and support agreements backing the deal.
The transaction is expected to close by the third calendar quarter of 2026, subject to TMRC stockholder approval and other customary conditions. TMRC plans to file a proxy statement, and USAR plans to file a Form S-4 registration statement for the USAR shares issued as merger consideration.
Texas Mineral Resources Corp. reported that between February 17 and February 23, 2026, holders of warrants to purchase 8,880,000 shares of common stock exercised them on a cashless, net issuance basis and received 6,187,472 shares of common stock. All warrants issued in the February 2025 financing are now fully exercised with none remaining outstanding. On January 5, 2026, the company also issued 111,729 shares of common stock to its directors in lieu of cash fees. All shares were issued as unregistered securities in reliance on Section 4(a)(2) of the Securities Act to accredited or limited recipients without general solicitation.
Texas Mineral Resources Corp. reported a small net loss for the quarter ended November 30, 2025 as it continued to operate without revenue while advancing exploration-stage mining assets. The company recorded a net loss of about $246,000, similar to the prior year, on operating expenses of roughly $251,000, including $87,000 of stock-based director compensation. Cash and cash equivalents increased to about $1.10 million and working capital to roughly $978,000, helped by $630,000 of cash proceeds from warrant exercises for 2.1 million shares.
Management states there is substantial doubt about the company’s ability to continue as a going concern, given an accumulated deficit of approximately $45.36 million and no expectation of near-term operating revenue. The company did not fund its cash calls to Round Top Mountain Development, LLC, allowing its interest in the Round Top rare earth project to be diluted from 18.779% at August 31, 2025 to 18.641% at December 31, 2025 and expects further dilution absent new capital. After quarter end, the CEO assigned to the company 157,686 shares of USA Rare Earth common stock, with an indicated market value of about $2.80 million on January 12, 2026.