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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): March
4, 2026
| TEXAS MINERAL RESOURCES CORP. |
| (Exact name of registrant as specified in its charter) |
| Delaware |
|
0-53482 |
|
87-0294969 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
527 21st Street #44
Galveston, TX 77550
(Address of principal executive offices, including
zip code)
(915) 369-2133
Registrant’s telephone number, including
area code:
Securities registered pursuant to Section 12(b) of the Act: None
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) |
| |
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|
| |
☐ |
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)) |
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.
Capitalized terms used
in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Merger Agreement (as defined
below).
Merger Agreement
On March 4, 2026, Texas
Mineral Resources Corp. (“TMRC”, the “Company”, “we”, “us”
or “our”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with USA Rare Earth,
Inc. (“USAR”), Hamer Merger Sub, Inc., a wholly owned subsidiary of USAR (“Merger Sub 1”)
and Hamer Merger Sub, LLC, a wholly owned subsidiary of USAR (“Merger Sub 2”). Pursuant to the Merger Agreement,
TMRC will enter into a series of mergers with Merger Sub 1 and Merger Sub 2 (collectively, the “Mergers”) that will
result in the business of TMRC being held by a wholly owned subsidiary of USAR, and the common stock of TMRC, par value $0.01 per share
(the “TMRC Stock”), being converted into the right to receive the merger consideration described below (collectively,
the “Transaction”).
Our board of directors has
approved and declared advisable the Merger Agreement and the Transaction and resolved to recommend that our stockholders approve the Merger
Agreement, the Transaction and related matters. We expect the Transaction to be consummated after obtaining the required approval by our
stockholders and the satisfaction of certain other customary closing conditions.
The following description
of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as
Exhibit 2.1 to this Current Report on Form 8-K, and incorporated herein by reference.
The Merger
The Merger Agreement provides
that, among other things and upon the terms and subject to the conditions found in the Merger Agreement, the following steps will occur
as part of a single integrated transaction on the closing date of the Merger (the “Closing Date”).
| (a) | Merger Sub 1 will merge with and into TMRC (the “First Merger”), the separate existence
of Merger Sub 1 will cease, and TMRC will be the surviving corporation of the Merger and a wholly owned subsidiary of USAR (such entity
from and after the Merger, the “Surviving Corporation”); |
| (b) | the Surviving Corporation will merge with and into Merger Sub 2 (the “Second Merger”),
the separate existence of the Surviving Corporation will cease, and Merger Sub 2 will be the surviving company of the Merger and a wholly
owned subsidiary of USAR that holds all of the assets of TMRC; |
| (c) | all of the issued and outstanding shares of TMRC Stock prior to the effective time of the Merger will
be converted into the right to receive a fraction of a share of common stock of USAR, par value $0.0001 per share (“USAR Stock”)
determined as described below; and |
| (d) | USAR will issue to the holders of TMRC Stock (“TMRC Stockholders”) an aggregate of
3,823,328 shares of common stock of USAR, par value $0.0001 per share (“USAR Stock”), pro rata according to
the number of shares of TMRC Stock each TMRC Stockholder holds. |
Merger Consideration
Under the Merger Agreement,
each share of TMRC Stock that is issued and outstanding immediately prior to the effective time of the First Merger shall automatically
be cancelled and cease to exist in exchange for the right to receive a fraction of a newly issued share of USAR Stock, equal to the total
number of shares of TMRC Stock outstanding on the Closing Date divided by the 3,823,328 shares of USAR Stock being issued in the Transaction (such number of shares of USAR Stock, the “Aggregate Merger Consideration”).
Representations, Warranties and Covenants
The parties to the Merger
Agreement have made customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants regarding:
| · | the conduct of TMRC and USAR and their respective subsidiaries, prior to the Closing; |
| · | customary no-shop provisions with regard to TMRC; |
| · | the filing of a proxy statement of TMRC (the “Proxy Statement”) and a registration
statement of USAR (the “Registration Statement”) in respect of the Transaction; |
| · | TMRC holding a stockholders’ meeting to approve the Transaction (the “TMRC Stockholders’
Meeting”); |
| · | customary due diligence; |
| · | indemnification and insurance; |
| · | management of litigation; and |
Conditions to Closing
The Closing is subject to
certain customary conditions, including, among other things:
| · | approval of the Transaction, including the Mergers, the Merger Agreement, and the related agreements and
transactions by the stockholders of TMRC; |
| · | the effectiveness of the Registration Statement; |
| · | no legal injunctions or constraints against the Transaction; |
| · | Nasdaq listing approval for the Aggregate Merger Consideration; |
| · | accuracy of representations and warranties; |
| · | performance of all covenants; |
| · | obtaining all necessary regulatory approvals and consents; |
| · | completion of a transfer of certain assets to Mr. Daniel Gorski, the Chief Executive Officer of TMRC,
to pay off certain indebtedness between Mr. Gorski and a subsidiary of TMRC; |
| · | no material adverse effect having occurred in respect of TMRC or USAR that is continuing; and |
| · | the delivery of customary closing documents. |
Termination
TMRC and USAR may terminate
the Merger Agreement under certain circumstances, including, among others:
| · | by mutual written consent; |
| · | by either party, if (a) Closing has not occurred by the date that is nine months after the date of
the Merger Agreement (the “End Date”); (b) TMRC’s stockholders do not approve the Transaction at the TMRC
Stockholders’ Meeting, or at any adjournment or postponement thereof (an “Approval Failure”) or (c) a law
or order that permanently restraining, enjoining or prohibiting the Transaction becomes final and nonappealable; |
| · | by TMRC, if there is any breach of any representation, warranty, covenant or agreement on the part of
USAR that would prevent certain closing conditions from being met, with USAR having a right to cure that breach within 15 days; and |
| · | by USAR if (a) there is any breach of any representation, warranty, covenant or agreement on the
part of TMRC that would prevent certain closing conditions from being met, with TMRC having a right to cure that breach within 15 days,
(b) if there is an Adverse Recommendation Change (as defined in the Merger Agreement), and (c) if TMRC approves or enters into
an Alternative Acquisition Agreement (as defined in the Merger Agreement). |
TMRC will pay to USAR a “Termination
Fee” equal to $3,250,000 million under certain circumstances, including: (a) if USAR terminates the Merger Agreement
because there is an Adverse Recommendation Change or TMRC approves or enters into an Alternative Acquisition Agreement, or (b) (i) the
Merger Agreement is terminated due to the failure to close the Transaction by the End Date, an Approval Failure, or an uncured breach
of any representation, warranty, covenant or agreement on the part of TMRC, (ii) an Acquisition Proposal (as defined in the Merger
Agreement) is made regarding TMRC after the date of the Merger Agreement and prior to the date of termination, and (iii) within one
year, TMRC either recommends in favor of an Acquisition Proposal, enters into an agreement to consummate an Acquisition Proposal or does
consummate an Acquisition Proposal.
The foregoing description
of the Merger Agreement and the Transaction does not purport to be complete and is qualified in its entirety by the terms and conditions
of the Merger Agreement, a copy of which is filed hereto as Exhibit 2.1 and is incorporated herein by reference. The Merger Agreement
contains representations, warranties and covenants that the parties to the Merger Agreement made to each other as of the date of the Merger
Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of
the contract among the parties and are subject to important qualifications and limitations agreed to by the parties in connection with
negotiating the Merger Agreement. The Merger Agreement has been attached to provide investors with information regarding its terms and
is not intended to provide any other factual information about TMRC, USAR, or any other party to the Merger Agreement. In particular,
the representations, warranties, covenants and agreements contained in the Merger Agreement, which were made only for purposes of the
Merger Agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations
agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual
risk between the parties to the Merger Agreement instead of establishing these matters as facts) and may be subject to standards of materiality
applicable to the contracting parties that differ from those applicable to investors and reports and documents filed with the SEC. Investors
should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the
actual state of facts or condition of any party to the Merger Agreement. In addition, the representations, warranties, covenants and agreements
and other terms of the Merger Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject
matter of the representations and warranties and other terms may change after the date of the Merger Agreement, which subsequent information
may or may not be fully reflected in either TMRC’s or USAR’s public disclosures.
Certain Related Agreements
Voting and Support Agreements
In connection with the execution
of the Merger Agreement, TMRC and USAR entered into a voting and support agreement (each, a “Voting
and Support Agreement”) with each member of TMRC’s board of directors and each of TMRC’s executive officers.
Pursuant to the Voting and Support Agreements, among other things, all of TMRC’s directors and executive officers agreed to vote
all of his or her shares of TMRC Stock in favor of the various proposals related to the Transaction and the Merger Agreement and any
other matters necessary or reasonably requested by USAR for consummation of the Transaction and against any action reasonably expected
to impede, delay or materially and adversely affect the Transaction.
The foregoing description
of the Voting and Support Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the
Voting and Support Agreements, a form of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On March 5, 2026,
we and USAR jointly issued a press release announcing the execution of the Merger Agreement. The press release is attached hereto as Exhibit
99.1 and incorporated by reference herein. The information in this Item 7.01, including Exhibits 99.1 is furnished and shall not be deemed
“filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall
not be deemed to be incorporated by reference into the filings of TMRC under the Securities Act or the Exchange Act, regardless of any
general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality
of any information of the information contained in this Item 7.01, including Exhibit 99.1.
Important Information About the Transaction
and Where to Find It
The Transaction will be submitted
to TMRC’s stockholders for their consideration. TMRC intends to file with the SEC a preliminary proxy statement (the “Proxy
Statement”) that will include important information regarding the Transaction, the Merger Consideration, and the TMRC Stockholders’
Meeting. In addition, USAR intends to file a registration statement on Form S-4 (the “Registration
Statement”) which will include a prospectus of USAR to register the shares of USAR Stock that will be used as Merger Consideration.
After the Registration Statement is filed and declared effective, TMRC will mail a definitive Proxy Statement to its stockholders as
of a record date to be established for voting on the Transaction. TMRC and USAR may also file with the SEC other relevant documents regarding
the Transaction. We advise our stockholders and other interested persons to read, once available, the preliminary Proxy Statement and
any amendments thereto and, once available, the definitive Proxy Statement, in connection with our solicitation of proxies for its extraordinary
meeting of stockholders to be held to approve, among other things, the Transaction, as well as the Registration Statement, because these
documents will contain important information about TMRC, USAR, and the Transaction. Stockholders may obtain copies of the preliminary
or definitive Proxy Statement and Registration Statement, as well as other documents filed with the SEC regarding the Transaction and
other documents filed with the SEC by TMRC and USAR, without charge, at the SEC’s website located at www.sec.gov.
Forward-Looking Statements
This Current Report on Form
8-K and the exhibits attached hereto contain “forward-looking statements” within the meaning of the United States Private
Securities Litigation Reform Act of 1995 (collectively, “forward-looking statements”). These forward-looking statements include,
but are not limited to, statements regarding the estimated implied enterprise value of TMRC and USAR as a combined company, the advantages
and expected growth of the combined company, TMRC’s and USAR’s ability to consummate the Transaction, and expectations related
to the terms and timing of the Transaction, as applicable. These statements are based on various assumptions, whether or not identified
in this Current Report, and on the current expectations of our and USAR’s management and are not predictions of actual performance
or outcomes. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections,
objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or
“does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”,
“estimates” or “intends”, or stating that certain actions, events or results “may”, “could”,
“would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and
may be forward-looking statements.
Forward-looking statements
are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ
from those expressed or implied by the forward-looking statements, including, without limitation, risks associated with:
| · | classified as an “exploration stage” company for purposes of SEC Regulation S-K Item 1300; |
| · | our ability to continue as a going concern in future periods; |
| · | our history of losses and need for additional financing; |
| · | our ability to raise capital on acceptable terms, if at all; |
| · | owning a membership interest in Round Top, which may be diluted if we are unable to fund our cash call
obligations; |
| · | the lack of history in producing metals from the Round Top Project; |
| · | our need for additional financing to fund our cash call obligations with respect to Round Top, as well
as the requirement in general for additional capital to further develop, the Round Top Project; |
| · | owing a minority interest in Round Top; |
| · | exploration activities not being commercially successful (as there is no assurance that Round Top will
be commercially successful); |
| · | ownership of surface rights and other title issues with respect to the Round Top Project; |
| · | pursuing a potential Santa Fe joint venture arrangement and ability to finance such potential arrangement; |
| · | the Steeple Rock non-binding letter of intent regarding a possible mining venture and ability to finance
such possible arrangement; |
| · | increased costs affecting our financial condition; |
| · | a shortage of equipment and supplies adversely affecting our ability to operate properties; |
| · | mining and mineral exploration being inherently dangerous; |
| · | any mineralization estimates; |
| · | changes in any mineralization estimates affecting the economic viability of the properties; |
| · | mineral operations being subject to market forces beyond our control; |
| · | fluctuations in commodity prices, and in particular rare earth elements and other critical minerals that
are necessary for energy transition; |
| · | permitting, licenses and approval processes; |
| · | governmental and environmental regulations; |
| · | future legislation regarding the mining industry and climate change; |
| · | potential environmental lawsuits; |
| · | land reclamation requirements; |
| · | rare earth and mining in general presenting potential health risks; |
| · | competition in the mining and rare earth elements industries; |
| · | macroeconomic conditions, both in the United States and internationally, including without limitation
inflation, high interest rates, tariffs and other economic measures implemented by President Trump, and supply chain issues; |
| · | cybersecurity threats, breaches, and disruptions associated therewith; |
| · | our ability to manage growth; |
| · | the potential difficulty of attracting and retaining qualified personnel; |
| · | our dependence on key personnel; |
| · | conducting our business in order to be excluded from the definition of an “investment company”
under the Investment Company Act of 1940; |
| · | global hostilities, both in Ukraine and the Middle East, and other possible international conflicts; |
| · | our United States Securities and Exchange Commission (the “SEC”) filing history; and |
This list is not exhaustive
of the factors that may affect our forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking
statements are described further under the section headings “Risk Factors” and “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” in our Annual Report filed on Form 10-K for the fiscal year ended August 31, 2025.
Although we have attempted to identify important factors that could cause actual results to differ materially from those described in
forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Should one
or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially
from those anticipated, believed, estimated or expected. We caution you not to place undue reliance on any such forward-looking statements,
which speak only as of the date made. Except as required by law, we disclaim any obligation subsequently to revise any forward-looking
statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated
events. We qualify all the forward-looking statements contained in this Quarterly Report by the foregoing cautionary statements.
In light of these risks and
uncertainties, many of which are described in greater detail elsewhere in this Current Report, as well as in our Annual Report filed on
Form 10-K for the fiscal year ended August 31, 2025, there can be no assurance that the events predicted in forward-looking statements
contained in this Current Report will in fact transpire.
Participants in the Solicitation
TMRC, USAR, and their respective
directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the
solicitations of proxies from TMRC’s stockholders in connection with the Transaction. Information regarding the persons who may,
under SEC rules, be deemed participants in the solicitation of TMRC’s stockholders in connection with the Transaction will be set
forth in the Proxy Statement to be filed with the SEC in connection with the Transaction. Additional information regarding the participants
in the proxy solicitation and a description of their direct and indirect interests will be included in the Proxy Statement when it becomes
available. Stockholders, potential investors and other interested persons should read the Proxy Statement carefully when it becomes available
before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.
No Offer or Solicitation
This Current Report (including
the exhibits attached hereto) is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities
or in respect of the Transaction, and does not constitute an offer to sell or the solicitation of an offer to buy any securities of TMRC
or USAR or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer
of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
| Exhibit |
|
Description |
| 2.1* |
|
Agreement and Plan of Merger, dated March 4, 2026, by and among Texas Mineral Resources Corp., USA Rare Earth, Inc., Hamer Merger Sub, Inc., and Hamer Merger Sub, LLC |
| 10.1 |
|
Form of Voting and Support Agreement, dated March 4, 2026 |
| 99.1 |
|
Press Release, dated March 5, 2026 |
| 104 |
|
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
| * |
Certain exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. TMRC agrees to furnish supplementally a copy of any omitted exhibit and schedule to the SEC upon its request. |
SIGNATURE
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.
| |
TEXAS MINERAL RESOURCES CORP. |
|
| |
|
|
|
| Dated: March 5, 2026 |
By: |
/s/ Wm. Chris Mathers |
|
| |
|
Name: Wm. Chris Mathers |
|
| |
|
Title: Chief Financial Officer |
|
Texas Mineral Resources Corp. 8-K
Exhibit 99.1
USA
Rare Earth to Acquire Texas Mineral Resources Corporation
Transaction Establishes USAR as Exclusive
Operator of the Round Top Heavy Rare Earth and Critical Minerals Project
Round Top is North America’s Richest
Known Deposit of Heavy Rare Earths and Critical Minerals
STILLWATER, OK, March 5, 2026
– USA Rare Earth, Inc. (Nasdaq: USAR) (“USAR”) and Texas Mineral Resources Corp. (OTCQB: TMRC) (“TMRC”)
today announced a definitive agreement for USAR to acquire all of the outstanding shares of TMRC for 3,823,328 shares of USAR common stock.
The acquisition secures outstanding minority interests, establishing USAR
as the sole operator and 100% economic beneficiary of the Round Top Project. This strategic transaction streamlines USAR’s operations
as it builds a global champion in critical minerals and technology. USAR is developing the leading globally integrated mine to magnet
platform, which is a U.S.-anchored, non-China value chain essential for the modern defense, robotics, energy, semiconductor and advanced
manufacturing industries.
The implied total deal value is approximately $73 million, based on the
closing price of USAR’s common stock on March 4, 2026, and provides TMRC stockholders with the benefits of USAR’s enhanced
capital markets presence, liquidity and balance sheet.
Under its Accelerated Mining Plan (“AMP”), USAR is rapidly
advancing the development of Round Top, with commercial production expected to begin in 2028. Acquiring TMRC’s 18.6% interest in
the project – along with rights under existing long-term leases covering approximately 950 acres at Round Top and prospecting rights
on an additional 9,345 acres – simplifies governance, unifies strategic decision-making, and aligns capital planning and execution
under a single operator. Under the AMP, USAR expects that by 2030, it will extract from Round Top approximately 40,000 metric tons per
day of rare earth and critical mineral feedstock.
Located on Texas state land, Round Top is a critical piece of USAR’s
globally integrated non-China mine to magnet value chain, which will include rare earth oxide processing, metal making, and magnet manufacturing.
It is operated under a long-term lease with the Texas General Land Office. Proceeds from the lease support the Texas Permanent School
Fund and public education across the state.
In January 2026, USAR selected Fluor Corp., together with WSP Global Inc.,
as its Engineering, Procurement and Construction Management (EPCM) partners to advance the Definitive Feasibility Study and build-out
of critical mining infrastructure, including water, processing support, and environmental systems.
“This acquisition secures a vital pillar in our strategy to build
the world’s leading globally integrated, non-China critical mineral technology platform,” said Barbara Humpton, CEO of USAR.
“We’re consolidating operational control of the Round Top project while ensuring long-term leasehold access for the adjacent
land required to transition efficiently from development to commercial production. We appreciate the continued support of Texas General
Land Office Commissioner, Dr. Dawn Buckingham, and her team for our development of a mine at Round Top. This acquisition strengthens our
ability to execute our Accelerated Mining Plan by providing full access to the land required to help meet the strong and growing demand
for heavy rare earths and critical minerals.”
“TMRC has long recognized the strategic
importance of the Round Top deposit and its role in strengthening the domestic supply chain for heavy rare earths and critical minerals,”
said Anthony Marchese, Chairman of TMRC. “We believe this transaction positions the project for successful commercial advancement
while delivering meaningful value to TMRC stockholders without the potentially crippling dilution as a result of large cash calls.
TMRC’s shareholders will now benefit from USAR’s three business segments that represent a true mine to magnets strategy as
opposed to being invested solely in the development of the Round Top heavy rare earth project.”
Dr. Dawn Buckingham, Commissioner of the Texas General Land Office noted:
“Round Top is one of the most strategically important mineral deposits in the United States, and it sits right here on Texas state
land. This acquisition puts a well-capitalized, American-owned company in full control of developing the largest heavy rare earth deposit
in the country. That means good-paying jobs for West Texans, critical royalty revenue for our Permanent School Fund, and a major step
toward ending America’s dangerous dependence on China for the minerals that power our national defense. Texas is proud to be leading
the way.”
The transaction has been approved by the boards of directors of both companies
and is expected to close no later than the third calendar quarter of 2026, subject to the satisfaction of customary closing conditions,
including approval of the stockholders of TMRC.
All directors and executive officers of TMRC have entered into voting
support agreements with USAR pursuant to which they have agreed, subject to the terms of such agreements, to vote their shares of TMRC
common stock in favor of the transaction.
Moelis & Company LLC acted as financial advisor and White & Case
LLP acted as legal advisor for USAR. Roth Capital Partners LLC acted as financial advisor and Loeb & Loeb LLP acted as legal advisor
to TMRC.
About USA Rare Earth
USAR is building a fully integrated rare earth and permanent
magnet supply chain across the United States, United Kingdom, and Europe. Through its ownership of Less Common Metals Ltd. (LCM), one
of the world's leading producers of rare earth metals and alloys, and its development of magnet manufacturing capacity in Stillwater,
Oklahoma, USAR operates across the entire value chain from heavy rare earth processing to metal-making, alloy production, and neodymium
magnet manufacturing. By combining domestic feedstock from the Round Top deposit with advanced processing technologies, recycling capabilities,
and a growing European industrial footprint, USAR is establishing a secure, sustainable, Western-aligned supply of materials essential
to defense, robotics, semiconductors, electrification, and advanced manufacturing industries.
About Texas Mineral Resources Corp.
TMRC’s primary focus is to pursue the development
and commercialization, along with our joint venture operating partner, of the Round Top heavy rare earth, technology metals, and industrial
minerals project located in Hudspeth County, Texas, eighty-five miles southeast of El Paso, in which TMRC currently owns an 18.6% interest.
Additionally, the Company is pursuing other potential domestic mining opportunities, primarily gold and silver. The Company’s common
stock trades on the OTCQB U.S. tier under the symbol “TMRC.”
Forward-Looking
Statements
Certain matters discussed in this
press release are or contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, Section
21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. These statements, which involve risks
and uncertainties may include statements relating to the proposed transaction involving USAR and TMRC and its expected benefits, including
the expected timing and likelihood of completion of the proposed transaction; USAR’s investment plans, including the development
of the Round Top deposit, development and expansion of processing and separation facilities, development and expansion of metal-making
and strip-casting facilities, and development and expansion of the magnet manufacturing facility, including the timing, cost, production
capacities, and estimated outputs of each facility; and projected operating results and performance. Such statements can be identified
by the fact that they do not relate strictly to historical or current facts. Words such as "anticipate", "believe",
"can", "continue", "could", "estimate", "expect", "forecast", "intend",
"may", "might", "plan", "possible", "potential", "predict", "project",
"seek", "should", "strive", "target", "will", "would" and similar expressions
may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking
statements are subject to risks and uncertainties that could cause actual results to differ materially from our expectations. These risks
and uncertainties include, but are not limited to: (1) an event, change or other circumstance could give rise to the termination of the
proposed transaction; (2) a condition to closing of the proposed transaction may not be satisfied, including the risk that the approval
of TMRC’s stockholders for the proposed transaction is not obtained; (3) delays in completing the proposed transaction; (4) the
benefits from the proposed transaction may not be fully realized or may take longer to realize than expected; (5) any announcement relating
to the proposed transaction could have an adverse effect on the market price of USAR’s and/or TMRC’s common stock; (6) litigation
related to the proposed transaction; (7) the diversion of management time from ongoing business operations and opportunities as a result
of the proposed transaction; (8) adverse reactions or changes to business or employee relationships, including those resulting from the
announcement or completion of the proposed transaction; (9) USAR’s expected partnership with the U.S. government may not be completed
on the expected terms, or at all; (10) USAR may not be able to execute its business plan, including development of the Round Top deposit
and its other projects; (11) risks related to the timing and achievement of the expected business milestones, including those of USAR’s
expected U.S. government partnership, including with respect to the development, commercialization, commissioning and expansion of the
Round Top deposit, processing and separation facilities, metal-making and strip-casting facilities, and magnet manufacturing facilities;
(12) the expected partnership with the U.S. government, which will be funded in phases over time subject to USAR achieving milestones
and other uncertainties, may ultimately result in less proceeds to USAR than anticipated; (13) USAR’s ability to obtain additional
or replacement financing, as needed; (14) the significant long-term and inherently risky investments that USAR is making in mining and
manufacturing facilities may not realize a favorable return; (15) other businesses that USAR has acquired or may acquire may not be integrated
successfully, or that the integration may be more costly or difficult than expected; (16) the benefits from any of the transactions that
USAR has completed or is pursuing may not be fully realized or may take longer to realize than expected; (17) USAR’s ability to
build and/or maintain relationships with customers and suppliers; (18) USAR’s ability to grow and manage growth properly; (19) USAR’s
ability to attract and retain management and key employees; (20) competition in the feedstock, metal making and magnet manufacturing industries;
(21) the risk that the Round Top Deposit might not be able to be commercially mined and the ongoing exploration programs may not result
in the development of profitable commercial mining operations; (22) the uncertainty in any mineral estimates, uncertainty in any geological,
metallurgical, and geotechnical studies and opinions; (23) the costs of production, capital expenditures and requirements for additional
capital, including the need to raise additional capital to implement USAR’s strategic plan and access the financing from the expected
U.S. government partnership; (24) the timing of future cash flow provided by operating activities, if any; and (25) substantial doubt
regarding USAR’s ability to continue as a going concern for the twelve months following the issuance of its Condensed Consolidated
Financial Statements for the quarter ended September 30, 2025, and TMRC’s ability to continue as a going concern for the twelve
months following the issuance of its Condensed Consolidated Financial Statements for the quarter ended November 30, 2025. Detailed information
regarding factors that may cause actual results to differ materially has been and will be included in each of USAR’s and TMRC’s
filings with the SEC, including their most recent Annual Reports on Form 10-K filed with the SEC, their latest Quarterly Reports on Form
10-Q filed with the SEC, and USAR’s Current Report on Form 8-K that the Company filed with the SEC on January 26, 2026. These statements
are only predictions and involve known and unknown risks, uncertainties, and other factors. Any forward-looking statements speak only
as of their date, and neither USAR nor TMRC undertakes any obligation to update any forward-looking statements to reflect events or circumstances
occurring after their date or to reflect the occurrence of unanticipated events.
Additional Information about
the Transaction and Where to Find It
In connection with the proposed transaction,
USAR intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (as amended,
the “Registration Statement”) which will include (i) a prospectus of USAR for the issuance of USAR common stock in the proposed
transaction and (ii) a proxy statement of TMRC to be distributed to TMRC’s stockholders in connection with TMRC’s solicitation
of proxies for the vote by its stockholders with respect to the proposed transaction and other matters described in the Registration Statement
(together with any amendments or supplements thereto, the “joint proxy statement/prospectus”). Each of USAR and TMRC also
plan to file with or furnish to the SEC other relevant documents regarding the proposed transaction. After the Registration Statement
has been declared effective, the definitive joint proxy statement/prospectus will be mailed to stockholders of TMRC. BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS
AND ALL OTHER RELEVANT DOCUMENTS THAT ARE OR WILL BE FILED WITH OR FURNISHED TO THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE
DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION AND RELATED MATTERS.
Investors and security holders will
be able to obtain free copies of the joint proxy statement/prospectus and other documents containing important information about USAR,
TMRC and the proposed transaction, once such documents are filed with or furnished to the SEC through the website maintained by the SEC
at www.sec.gov. Copies of the documents filed with or furnished to the SEC by USAR will be available free of charge on USAR’s website
at investors.usare.com or by contacting USAR’s Investor Relations department by email at IR@usare.com. Copies of the documents
filed with or furnished to the SEC by TMRC will be available free of charge on TMRC’s website at tmrcorp.com/investors or by contacting
TMRC via email at amarchese@tmrcorp.com. The information included on, or accessible through,
USAR or TMRC’s website is not incorporated by reference into this communication.
Participants in the Solicitation
USAR, TMRC and certain of their respective
directors and executive officers and other members of their respective management and employees may be deemed to be participants in the
solicitation of proxies in respect of the proposed transaction.
Information about the directors and
executive officers of USAR, including a description of their direct or indirect interests, by security holdings or otherwise, is contained
in the sections entitled “Management” and “Beneficial Ownership of Securities” of USAR’s final prospectus
dated February 11, 2026, filed with the SEC on February 12, 2026, and which is available free of charge at the SEC’s website at
www.sec.gov, and at the following URL: https://www.sec.gov/Archives/edgar/data/1970622/000121390026015109/ea0269018-03.htm#T99111. Additional
information regarding the interests of such participants will be contained in the Registration Statement when available.
Information about the directors and
executive officers of TMRC, including a description of their direct or indirect interests, by security holdings or otherwise, is contained
in Part III of TMRC’s Annual Report on Form 10-K for the year ended August 31, 2025, filed with the SEC on November 28, 2025, as
amended on December 23, 2025, and which is available free of charge at the SEC’s website at www.sec.gov, and at the following URL:
https://www.sec.gov/Archives/edgar/data/1445942/000199937125021159/tmrc-10ka_083125.htm#tmrc10kaa001. Additional information regarding
the interests of such participants will be contained in the Registration Statement when available.
No Offer or Solicitation
This communication is for informational
purposes only and is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any
securities, or a solicitation of any vote or approval on the proposed transaction or otherwise, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offer of securities shall be made, except by means of a prospectus meeting the requirements of Section
10 of the Securities Act of 1933, as amended.
USAR Investor Contact:
J.B. Lowe
Vice President of Investor Relations
IR@usare.com
USAR Media Relations Contact:
Teneo
USARareEarth@teneo.com
TMRC Investor Contact:
Anthony Marchese, Chairman
amarchese@tmrcorp.com
