USA Rare Earth, Inc. (Nasdaq: USAR) and Texas Mineral Resources Corp. (OTCQB: 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, 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 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., 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.”