Recent Updates — TMRC

USA Rare Earth, Inc. completed its acquisition of Texas Mineral Resources Corp. (TMRC) on August 7, 2026, through a two-step merger process resulting in TMRC becoming DyTb, LLC, a wholly owned subsidiary. Former TMRC shareholders received USAR common stock at an exchange ratio of approximately 0.0433 shares per fully diluted TMRC share. Concurrently, the company terminated its mineral exploration option agreement with Santa Fe Gold Corporation. Valerie Ford Jacob was appointed President, Treasurer, and Secretary, replacing David Kronenfeld. TMRC’s common stock has been withdrawn from the OTCQB market, and the entity intends to file Form 15 to deregister its securities under Section 12(g) of the Exchange Act. The company operates in the mineral resources and rare earth extraction industry.

Texas Mineral Resources Corp. held a Special Meeting of Stockholders on July 28, 2026, to vote on the Agreement and Plan of Merger dated March 4, 2026, with USA Rare Earth, Inc. (USAR). The proposal required approval by a majority of all outstanding shares, with abstentions and broker non-votes counting as 'AGAINST' votes. With 88,339,693 shares outstanding as of the June 2, 2026 record date, 50,803,815 shares were present, constituting a quorum. The Merger Proposal was approved with 50,053,327 votes in favor, 550,821 against, and 199,667 abstentions. This transaction will result in Texas Mineral Resources Corp. becoming a wholly owned subsidiary of USAR. The company operates in the mineral resources and rare earth extraction industry.

Texas Mineral Resources Corp. is supplementing its proxy statement/prospectus to provide supplemental disclosures following the filing of two lawsuits and several demand letters from purported stockholders alleging false and misleading registration statements related to its merger with USA Rare Earth, Inc. The company is providing additional information to stockholders to avoid the risk of delay and minimize expense. Texas Mineral Resources Corp. is an exploration-stage mineral resources company focused on the Round Top Project in Texas.