USA Rare Earth to acquire Texas Mineral Resources for ~$73M in stock, consolidating Round Top project

USA Rare Earth, Inc.

USAR to issue 3,823,328 shares to acquire all TMRC shares; implied value ~$73M based on Mar 4 close.
Deal secures 100% economic control of Round Top heavy rare earth project; TMRC held 18.6% interest.
Commercial production at Round Top expected by 2028 under Accelerated Mining Plan; ~40,000 mt/day feedstock by 2030.
TMRC directors/officers holding ~19% of shares have voting agreements to support deal; termination fee $3.25M.
Closing expected in Q3 2026, subject to TMRC stockholder approval, SEC registration, and other conditions.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

USA Rare Earth, Inc. entered into Agreement and Plan of Merger with Texas Mineral Resources Corp. (effective 2026-03-04).

Action: entry
Agreement: merger
Counterparty: Texas Mineral Resources Corp.
Effective: 2026-03-04

Exact text from the filing

On March 4, 2026, USA Rare Earth, Inc. (“ USAR ”) entered into a definitive Agreement and Plan of Merger (the “ Merger Agreement ”) by and among USAR, Texas Mineral Resources Corp., a Delaware corporation (“ TMRC ”), Hamer Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of USAR (“ First Merger Sub ”) and Hamer Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of USAR (“ Second Merger Sub ” and together with First Merger Sub, the “ Merger Subs ”).

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USA Rare Earth, Inc. filing history →

Source: SEC EDGAR

accession 0001213900-26-023868

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