Texas Mineral Resources Corp. 8-K

What Happened
Texas Mineral Resources Corp. (TMRC) filed an 8‑K (Item 8.01) reporting it entered into a Merger Agreement with USA Rare Earth, Inc. (USAR) and USAR’s wholly owned merger subsidiaries that will result in TMRC becoming a subsidiary of USAR. Under the deal, each outstanding TMRC share will be converted into the right to receive a pro rata portion of an aggregate of 3,823,328 shares of USAR common stock. USAR’s Form S‑4 (filed May 13, 2026; amended June 23, 2026) was declared effective June 29, 2026, and the Definitive Proxy Statement/Prospectus was first mailed to TMRC stockholders on June 29, 2026. TMRC and USAR are supplementing the proxy/prospectus with this 8‑K to add disclosures requested by some stockholders and to address pending claims.

Key Details

• Merger consideration: aggregate of 3,823,328 USAR common shares to be allocated pro rata to TMRC stockholders.
• SEC filings: USAR’s Form S‑4 declared effective June 29, 2026; Definitive Proxy Statement/Prospectus mailed June 29, 2026.
• Stockholder challenges: two lawsuits filed in New York state court (Anthony Malone v. TMRC, July 7, 2026; Nathan Turner v. TMRC, July 8, 2026) and multiple demand letters alleging the registration/proxy was false or misleading. TMRC and USAR deny the allegations but are supplementing disclosures to avoid delay.
• Fairness opinion: TMRC’s board received a fairness opinion from Roth Capital Partners (March 3, 2026) concluding the merger consideration was fair from a financial point of view. Roth’s engagement fee: $350,000 plus a contingent advisory fee of 0.75% of aggregate consideration (≈ $706,551 at the cited USAR price).
• TMRC management projections (Prospective Financial Information): prepared Feb 26, 2026 for the Round Top Project (not audited or GAAP). Highlights include projected annual gross revenue of $794M (starting 2029) with annual cash flow of $427M in 2029–2032; total startup CapEx of $1,300M; annual sustaining CapEx $30M; annual operating expenses $22.67M. TMRC notes Round Top is an “exploration stage property” with no proven mineral reserves.

Why It Matters

• If the merger is approved and closes, TMRC holders will no longer hold TMRC stock but will receive USAR common shares (pro rata share of 3,823,328 USAR shares). Stockholders should review the Definitive Proxy Statement/Prospectus and the supplement for the full terms and vote timing.
• Litigation and demand letters claim the proxy/registration statement lacked disclosures; TMRC and USAR deny wrongdoing but have supplemented disclosures to reduce the risk of delay—pending legal developments could affect timing and costs.
• The financial outlook for Round Top cited in the supplemental disclosures is management-prepared, not audited, covers many years, and is explicitly non‑GAAP and uncertain; Round Top currently has no proven reserves. Retail investors should treat the projections as forward‑looking, not guarantees, and read the full proxy/prospectus before voting or making investment decisions.