As filed with the Securities and Exchange Commission on May 13, 2026

File No. 333-        

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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USA RARE EARTH, INC.
(Exact name of Registrant as specified in its charter)

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100 W Airport Road,
Stillwater, OK 74075
(813) 867-6155
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

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Valerie Ford Jacob
Chief Legal Officer
100 W Airport Road,
Stillwater, OK 74075
(813) 867-6155
(Name, address, including zip code, and telephone number, including area code, of agent for service)

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With copies to:

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Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement is declared effective and upon completion of the merger described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

THE REGISTRANT AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

The information contained in this proxy statement/prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This proxy statement/prospectus is not an offer to sell these securities, and is not soliciting an offer to buy these securities, nor shall there be any sale of these securities, in any jurisdiction where such offer, solicitation, or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

The TMRC Board has determined that the Merger Agreement and the Transactions are fair to and in the best interests of the TMRC and the TMRC stockholders, approved and declared advisable the Merger Agreement and the Transactions and directed that the Merger Agreement be submitted to the TMRC stockholders for consideration at a meeting of those stockholders, and recommends that TMRC stockholders vote “FOR” the proposal to approve and adopt the Merger Agreement and the Transactions and “FOR” the proposal to adjourn the special meeting, if necessary or appropriate.

Your vote is very important regardless of the number of TMRC Shares that you own.

Whether or not you plan to attend the special meeting, please submit your proxy as soon as possible by following the instructions on the accompanying proxy card to make sure that your shares are represented at the meeting. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions on the voting instruction form furnished by the broker, bank or other nominee. You must provide voting instructions by filling out the voting instruction form in order for your shares to be voted.

The special meeting will be held in a virtual meeting format only. You will not be able to attend the special meeting physically in person.

Thank you for your continued support.

Sincerely,

Daniel E. Gorski

Chief Executive Officer

Neither the SEC nor any state securities regulator has approved or disapproved the proposed mergers, including the issuance of USAR Shares to be issued in connection with the Mergers, or the other transactions described in this proxy statement/prospectus, or determined if the accompanying proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated [    ], 2026, and is first being mailed to TMRC stockholders on or about [    ], 2026.

TEXAS MINERAL RESOURCES CORP.
527 21st Street, #44
Galveston, TX 77550

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be held on [    ], 2026

To the Stockholders of Texas Mineral Resources Corp.:

We are pleased to invite you to attend the special meeting of stockholders of Texas Mineral Resources Corp., a Delaware corporation (“TMRC”), which will be held at 10:00 a.m., Eastern Time, on [    ], 2026 virtually at [    ], for the following purposes:

•        to vote on a proposal (the “Merger Proposal”) to adopt the Agreement and Plan of Merger dated March 4, 2026 (as it may be amended from time to time, the “Merger Agreement”) by and among USA Rare Earth, Inc. (“USAR”), 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”); and

•        to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the Merger Agreement (the “Adjournment Proposal”).

The Merger Agreement is further described in the sections titled “The Merger” and “The Merger Agreement”, in the accompanying proxy statement/prospectus, and a copy of the Merger Agreement is attached as Annex A to the proxy statement/prospectus of which this notice is a part.

TMRC will transact no other business at the special meeting except such business as may properly be brought before the special meeting or any adjournment or postponement thereof by or at the direction of the TMRC Board of Directors (the “TMRC Board”). Please refer to the proxy statement/prospectus of which this notice is a part for further information with respect to the business to be transacted at the special meeting.

The special meeting will be held in a virtual meeting format only. You will not be able to attend the special meeting physically in person.

TMRC fixed the close of business on [    ], 2026 as the record date (the “Record Date”) for the special meeting. Only TMRC stockholders of record at the Record Date are entitled to receive notice of, and to vote at, the special meeting or any adjournment or postponement thereof. A complete list of TMRC stockholders entitled to vote at the special meeting will be available for inspection at TMRC’s principal office at 527 21st Street, #44, Galveston, TX 77550, during regular business hours for a period of at least 10 days prior to the special meeting. If you would like to inspect the list of TMRC stockholders of record, please call the Investor Relations department at [    ] to schedule an appointment or request access. A certified list of eligible TMRC stockholders will be available for inspection during the special meeting at [    ] by entering the control number provided on your proxy card or voting instruction form.

Completion of the Mergers is conditioned on adoption of the Merger Agreement by the TMRC stockholders, which requires the affirmative vote of holders of a majority of the outstanding shares of common stock, par value $0.01 per share, of TMRC (“TMRC Shares”) entitled to vote thereon.

The TMRC Board has determined that the Merger Agreement and the Transactions are fair to and in the best interests of TMRC and the TMRC stockholders, approved and declared advisable the Merger Agreement and the Transactions and directed that the Merger Agreement be submitted to the TMRC stockholders for consideration at a meeting of such stockholders and recommends that TMRC stockholders vote “FOR” the Merger Proposal and “FOR” the Adjournment Proposal.

Your vote is very important regardless of the number of TMRC Shares that you own. If you plan to attend the special meeting virtually, please follow the instructions as outlined in the proxy statement/prospectus. Whether or not you expect to attend the special meeting virtually, we urge you to submit your vote in advance of the meeting. If your shares are held in the name of a broker, bank or other nominee, please vote by following the instructions on the voting instruction form furnished by the broker, bank or other nominee. If you hold

your shares in your own name, submit a proxy to vote your shares as promptly as possible by (i) visiting the internet site listed on the accompanying proxy card, (ii) calling the toll-free number listed on the proxy card or (iii) submitting your proxy card by mail by using the self-addressed, stamped envelope provided. Submitting a proxy will not prevent you from voting virtually at the meeting, but it will help to secure a quorum and avoid added solicitation costs if you decide not to or become unable to attend the meeting. Any eligible holder of TMRC Shares may vote virtually at the special meeting, thereby revoking any previous proxy. In addition, a proxy may also be revoked in writing before the special meeting in the manner described in the proxy statement/prospectus of which this notice is a part.

The proxy statement/prospectus of which this notice is a part provides a detailed description of the Mergers and the Merger Agreement and the other matters to be considered at the special meeting. We urge you to carefully read the proxy statement/prospectus (including the annexes hereto) and any documents incorporated by reference herein in their entirety. In particular, we urge you to carefully read the section entitled “Risk Factors” beginning on page 28.

[This proxy statement/prospectus relates only to the special meeting in connection with the Mergers. We will separately be holding an annual meeting of stockholders, which is unrelated to the proposed merger.]

If you have any questions concerning the Mergers or this proxy statement/prospectus, would like additional copies or need help voting your TMRC Shares, please contact TMRC’s proxy solicitor:

[    ]

By Order of the TMRC Board of Directors,
Daniel E. Gorski
Chief Executive Officer

[    ], 2026

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by USAR, constitutes a prospectus of USAR under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the USAR Shares to be issued to TMRC’s stockholders if the Mergers described herein are consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the special meeting of TMRC’s stockholders at which TMRC’s stockholders will be asked to consider and vote upon a proposal to approve the Mergers, among other matters.

You should rely only on the information contained or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in or incorporated by reference into this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of such incorporated document. Neither the mailing of this proxy statement/prospectus to TMRC’s stockholders nor the issuance by USAR of USAR Shares in connection with the Mergers will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities or the solicitation of a proxy or consent in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about USAR from documents that are not included in or delivered with this proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain documents related to USAR that are incorporated by reference in this proxy statement/prospectus, other than certain exhibits to the documents, without charge, by requesting them from USAR in writing or by telephone as follows:

USA Rare Earth, Inc.
100 W. Airport Road
Stillwater, OK 74075
(813) 867-6155

In addition, if you would like additional copies of this proxy statement/prospectus or if you have questions about the Mergers or the proposals to be presented at the special meeting, please contact the proxy solicitor listed below. You will not be charged for any of these documents that you request.

If you have questions about the proposals or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card, you should contact the proxy solicitation agent at:

[•]

In order for you to receive timely delivery of the documents in advance of the special meeting to be held on            , 2026, you must request the information or documents by            , 2026.

For a more detailed description of the information incorporated by reference in this proxy statement/prospectus and how you may obtain it, see the section captioned “Where You Can Find More Information” beginning on page 145 of this proxy statement/prospectus.

You may also obtain any of the documents incorporated by reference into this proxy statement/prospectus without charge through the SEC’s website at www.sec.gov.

TABLE OF CONTENTS

GLOSSARY OF TERMS

“Adjournment Proposal” means the proposal to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the Merger Agreement, as further described in this proxy statement/prospectus.

“Alteration” means any physical or chemical change in a rock or mineral subsequent to its formation.

“AMP” means USAR’s Accelerated Mining Plan for the development of the Round Top Project.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Company” means Texas Mineral Resources Corp.

“Concession” means a grant of a tract of land made by a government or other controlling authority in return for stipulated services or a promise that the land will be used for a specific purpose.

“Core” means the long cylindrical piece of a rock, about an inch in diameter, brought to the surface by diamond drilling.

“D&O insurance” means directors’ and officers’ liability insurance, as further described in this proxy statement/prospectus.

“DGCL” means the General Corporation Law of the State of Delaware, as amended.

“Diamond drilling” means a drilling method in which the cutting is done by abrasion using diamonds embedded in a matrix rather than by percussion. The drill cuts a core of rock, which is recovered in long cylindrical sections.

“Drift” means a horizontal underground opening that follows along the length of a vein or rock formation as opposed to a cross-cut which crosses the rock formation.

“Effective Time” means the effective time of the First Merger.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Exploration” means work involved in searching for ore, usually by drilling or driving a drift.

“Exploration expenditures” means costs incurred in identifying areas that may warrant examination and in examining specific areas that are considered to have prospects that may contain mineral deposit reserves.

“First Merger” means the merger of First Merger Sub with and into TMRC, with TMRC surviving as a wholly owned subsidiary of USAR.

“First Merger Sub” means Hamer Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of USAR.

“Geophysics” means exploration techniques employing such indirect methods as gravity and electro-magnetism.

“GLO” means Texas General Land Office.

“Grade” means the average assay of a ton of ore, reflecting metal content.

“HREE” means heavy rare earth element(s).

“Intrusive” means a body of igneous rock formed by the consolidation of magma intruded into other rocks, in contrast to lavas, which are extruded upon the surface.

“IRS” means the U.S. Internal Revenue Service.

“Lode” means a mineral deposit in solid rock.

“Loeb” means Loeb & Loeb LLP, outside counsel to TMRC in connection with the Transactions.

“LOI” means the letter of intent delivered by White & Case on behalf of USAR to TMRC and Loeb on February 3, 2026, as further described in this proxy statement/prospectus.

“Merger Agreement” means the Agreement and Plan of Merger, dated March 4, 2026, by and among USAR, TMRC, First Merger Sub and Second Merger Sub, as it may be amended from time to time.

“Merger Consideration” means the 3,823,328 USAR Shares issuable to TMRC stockholders at the closing of the First Merger in exchange for their TMRC Shares pursuant to the Merger Agreement, based on the exchange ratio set forth therein.

“Merger Proposal” means the proposal to adopt the Merger Agreement, as further described in this proxy statement/prospectus.

“Merger Subs” means First Merger Sub and Second Merger Sub, collectively.

“Mergers” means the First Merger and the Second Merger, collectively.

“Mine development” means the work carried out for the purpose of opening up a mineral deposit and making the actual ore extraction possible.

“Mineral” means a naturally occurring homogeneous substance having definite physical properties and chemical composition, and if formed under favorable conditions, a definite crystal forms.

“Mineral Reserve” means that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. Reserves are customarily stated in terms of “Ore” when dealing with metalliferous minerals.

“Mineralization” means the presence of minerals in a specific area or geological formation.

“Non-U.S. Holder” means a beneficial owner of a TMRC Share who or that is not a U.S. Holder for U.S. federal income tax purposes, as further described in this proxy statement/prospectus.

“Operating Agreement” means the RTMD amended and restated limited liability company agreement, dated June 26, 2023, by and between USAR OpCo and TMRC, as it may be amended from time to time.

“Ore” means the naturally occurring material from which a mineral or minerals of economic value can be extracted profitably or to satisfy social or political objectives. The term is generally but not always used to refer to metalliferous material, and is often modified by the names of the valuable constituent; e.g., iron ore.

“Ore body” means a continuous, well-defined mass of material of sufficient ore content to make extraction economically feasible.

“Ore Shoot” means a zone or area within a vein that contains ore of economic grade.

“PEA” means preliminary economic assessment.

“Probable (Indicated) Reserves” means reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling, and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven (measured) reserves, is high enough to assume continuity between points of observation.

“Prospect” means a mining property, the value of which has not been determined by exploration.

“Proven (Measured) Reserves” means reserves for which (i) (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes and (b) grade and/or quality are computed from the results of detailed sampling and (ii) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established.

“Record Date” means the close of business on the date fixed by the TMRC Board for the determination of TMRC stockholders entitled to notice of, and to vote at, the special meeting.

“REE” means rare earth element(s).

“REO” means rare earth oxide(s).

“Requisite TMRC Vote” means the affirmative vote of the holders of a majority of all outstanding TMRC Shares entitled to vote thereon, which is required to adopt the Merger Agreement.

“Roth” means Roth Capital Partners, LLC, the financial advisor retained by the TMRC Board in connection with the Transactions.

“Roth Fairness Opinion” means the written fairness opinion of Roth, dated March 3, 2026, delivered to the TMRC Board as to the fairness, from a financial point of view, of the Merger Consideration to be received by the stockholders of TMRC pursuant to the Merger Agreement.

“Round Top Project” means the Round Top Project that is owned by RTMD and includes the following that were assigned by the Company to RTMD in May 2021:

•        two leases with the GLO, executed in September 2011 and November 2011, that each expire in 2030, to explore and develop a 950 acre rare earths project located in Hudspeth County, Texas;

•        the 54,990 acre surface lease, known as the West Lease, that provides unrestricted surface access for the potential development and mining of the Round Top Project;

•        an option to purchase from the GLO the surface rights covering approximately 5,670 acres of which 950 acres are authorized for mining and the remaining 4,720 acres are contemplated for future use as mine processing land (e.g., for use to assist in mine development, as leach fields, and/or as plant site); and

•        a ground water lease securing the right to develop the ground-water within an 8,828-acre lease area located approximately 4 miles from Round Top mountain, containing five existing water wells.

“RTMD” means Round Top Mountain Development, LLC, a Delaware limited liability company, which is the entity that owns the Round Top Project.

“SEC” means the U.S. Securities and Exchange Commission.

“Second Merger” means the merger of Second Merger Sub with and into the surviving corporation in the First Merger, with Second Merger Sub surviving as a wholly owned subsidiary of USAR.

“Second Merger Sub” means Hamer Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of USAR.

“Securities Act” means the Securities Act of 1933, as amended.

“Series A Preferred Stock Certificate of Designation” means the Certificate of Designations of Preferences, Rights and Limitations of 12% Series A Cumulative Convertible Preferred Stock of USAR, as amended.

“TMRC” means Texas Mineral Resources Corp., a Delaware corporation.

“TMRC Board” means the board of directors of TMRC.

“TMRC Bylaws” means the Bylaws of TMRC, dated August 29, 2012, as amended.

“TMRC Charter” means TMRC’s Certificate of Incorporation, dated August 29, 2012, as amended.

“TMRC Shares” means shares of common stock, par value $0.01 per share, of TMRC.

“Tonne” means a metric ton which is equivalent to 2,200 pounds.

“Transactions” means the Mergers and the other transactions contemplated by the Merger Agreement, collectively.

“Trend” means a general term for the direction or bearing of the outcrop of a geological feature of any dimension, such as a layer, vein, ore body, or fold.

“Unpatented mining claim” means a parcel of property located on federal lands pursuant to the General Mining Law and the requirements of the state in which the unpatented claim is located, the paramount title of which remains with the federal government. The holder of a valid, unpatented lode-mining claim is granted certain rights including the right to explore and mine such claim.

“USAR” means USA Rare Earth, Inc., a Delaware corporation.

“USAR Board” means the board of directors of USAR.

“USAR Bylaws” means the bylaws of USAR, as amended.

“USAR Charter” means USAR’s certificate of incorporation, as amended.

“USAR OpCo” means USA Rare Earth, LLC, a Delaware limited liability company and a wholly owned subsidiary of USAR.

“USAR Preferred Investor Warrants” means the preferred investor warrants described in the section of this proxy statement/prospectus entitled “Description of Capital Stock of USAR — Preferred Investor Warrants.”

“USAR Series A Preferred Stock” means the 12% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share, of USAR.

“USAR Share” means a share of common stock, par value $0.0001 per share, of USAR.

“U.S. Holder” means a beneficial owner of a TMRC Share who or that is, for U.S. federal income tax purposes, an individual who is a citizen or resident of the United States, a corporation created or organized under the laws of the United States or any state thereof or the District of Columbia, an estate whose income is subject to U.S. federal income tax regardless of its source, or a qualifying trust, as further described in this proxy statement/prospectus.

“Valuation Date” means March 3, 2026, the date to which projected future cash flows were discounted in connection with the discounted cash flow analysis performed by Roth.

“Voting Agreement” means each voting and support agreement entered into by TMRC and USAR with each member of the TMRC Board and each of TMRC’s executive officers in connection with the execution of the Merger Agreement.

“WACC” means weighted average cost of capital.

“White & Case” means White & Case LLP, outside counsel to USAR in connection with the Transactions.

QUESTIONS AND ANSWERS ABOUT THE MERGERS AND THE SPECIAL MEETING

The following questions and answers briefly address some commonly asked questions about the Mergers and the special meeting of TMRC stockholders (the “special meeting”). They may not include all of the information that is important to TMRC stockholders. TMRC stockholders should carefully read this entire proxy statement/prospectus (including the annexes hereto) and the other documents referred to or incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 145 of this proxy statement/prospectus.

Q: What are the Mergers?

On March 4, 2026, Texas Mineral Resources Corp., a Delaware corporation (“TMRC”) entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) by and among USA Rare Earth, Inc. (“USAR”), 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”). The Merger Agreement provides for the successive mergers of TMRC with each of the Merger Subs, as a result of which TMRC’s business will be held by a wholly owned subsidiary of USAR, and each of the then outstanding shares of common stock, par value $0.01 per share, of TMRC (“TMRC Shares”) will generally be exchanged for a portion of a share of common stock, par value $0.0001 per share, of USAR (a “USAR Share”), as described below.

The Merger Agreement contemplates the following transactions:

•        the merger of First Merger Sub with and into TMRC, with TMRC surviving the merger as a wholly owned subsidiary of USAR (the “First Merger”) at the effective time of the First Merger (the “Effective Time”);

•        subject to the terms and conditions set forth in the Merger Agreement, at the Effective Time, each TMRC Share issued and outstanding immediately prior to the Effective Time (excluding any TMRC Shares as to which dissenters’ rights have been properly exercised and TMRC Shares owned by USAR, TMRC or any of their respective direct or indirect wholly owned subsidiaries) will automatically be converted into the right to receive that portion of a validly issued, fully paid and nonassessable USAR Share equal to the quotient obtained by dividing (a) 3,823,328 by (b) the aggregate number of TMRC Shares outstanding on a fully diluted basis at the Effective Time, with holders of TMRC Shares who are otherwise entitled to a fractional USAR Share receiving cash in lieu of that fractional share; and

•        promptly following the Effective Time, the merger of Second Merger Sub with and into the surviving corporation in the First Merger, with Second Merger Sub surviving the second merger as a wholly owned subsidiary of USAR (the “Second Merger” and together with the First Merger, the “Mergers”).

A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus. The Merger Agreement contains the terms and conditions of the proposed acquisition of TMRC by USAR, which is subject to satisfaction (or, to the extent permitted by law and in accordance with the Merger Agreement, waiver) of the conditions to the Mergers set forth in the Merger Agreement and described in this proxy statement/prospectus.

As a result of the Mergers, TMRC will become a direct, wholly owned subsidiary of USAR and will no longer be a publicly held company. Following the Mergers, the TMRC Shares will no longer trade on the OTC and will be deregistered under the Exchange Act, after which TMRC will no longer be required under SEC rules and regulations to file periodic reports with the SEC.

Q: Why am I receiving these materials?

TMRC is sending these materials to TMRC stockholders to help them decide how to vote their TMRC Shares with respect to the Mergers and other matters to be considered at the special meeting.

TMRC is holding a special meeting of its stockholders to vote on the proposal to adopt the Merger Agreement and other related proposals. Information about the special meeting, the Mergers and the other business to be considered by TMRC stockholders at the special meeting is contained in this proxy statement/prospectus. The Mergers cannot be completed unless TMRC stockholders adopt the Merger Agreement with the affirmative vote of the holders of a majority of the outstanding TMRC Shares entitled to vote thereon.

This proxy statement/prospectus constitutes both a prospectus of USAR and a proxy statement of TMRC. It is a prospectus because USAR will issue USAR Shares in exchange for outstanding TMRC Shares in the Mergers. It is a proxy statement because the board of directors of TMRC (the “TMRC Board”) is soliciting proxies from its stockholders.

Q: What will TMRC stockholders receive in the Mergers?

Subject to the terms and conditions set forth in the Merger Agreement, at the Effective Time, each TMRC Share issued and outstanding immediately prior to the Effective Time (excluding any TMRC Shares as to which dissenters’ rights have been properly exercised and TMRC Shares owned by USAR, TMRC or any of their respective direct or indirect wholly owned subsidiaries) will automatically be converted into the right to receive that portion of a validly issued, fully paid and nonassessable USAR Share equal to the quotient obtained by dividing (a) 3,823,328 by (b) the aggregate number of TMRC Shares outstanding on a fully diluted basis at the Effective Time. Holders of TMRC Shares who are otherwise entitled to a fractional USAR Share will receive cash in lieu of such fractional share, without interest.

Q: What equity stake will TMRC stockholders hold in USAR immediately following the Mergers?

Upon the completion of the Mergers, USAR will issue 3,823,328 USAR Shares as the Merger Consideration, which will result in former TMRC stockholders holding approximately 1.7% of the outstanding fully diluted USAR Shares following closing of the Mergers, based on the number of outstanding USAR Shares (including outstanding stock-based awards of USAR, conversion of outstanding shares of USAR Series A Preferred Stock and exercise of outstanding USAR Preferred Investor Warrants) as of May 11, 2026, the most recent practicable date for which such information was available.

Q: When do TMRC and USAR expect to complete the Mergers?

USAR and TMRC are working to complete the Mergers as soon as practicable and continue to anticipate obtaining all requisite stockholder and regulatory approvals by the third quarter of 2026. Neither USAR nor TMRC can predict the actual date on which the transaction will be completed because it is subject to conditions beyond each company’s control. See “The Merger Agreement — Conditions to Completion of the Mergers”.

Q: Is USAR’s obligation to complete the Mergers subject to USAR receiving financing?

No.    USAR’s obligations under the Merger Agreement are not subject to any condition regarding its ability to finance, or obtain financing for, the Mergers.

Q: May I seek statutory appraisal rights or dissenter rights with respect to my TMRC Shares?

If the Merger is completed, TMRC stockholders who do not vote “FOR” the Merger Proposal are entitled to appraisal rights under Section 262 of the DGCL, provided that they comply with the conditions established therein. For additional information, see the provisions of Section 262 of the DGCL, attached hereto as Annex C, and the section of this proxy statement/prospectus titled “The Merger Proposal — Appraisal and Dissenters’ Rights.”

Q: What happens if the Mergers are not completed?

If the Merger Agreement is not adopted by TMRC stockholders or if the Mergers are not completed for any other reason, TMRC stockholders will not receive any consideration for their TMRC Shares. Instead, TMRC will remain an independent company, TMRC Shares will continue to be traded on OTC and to be registered under the Exchange Act and TMRC will continue to file periodic reports with the SEC. The Merger Agreement provides that a termination fee equal to $3,250,000 will be payable by TMRC to USAR under certain specified circumstances, including a termination by USAR in the event of an adverse recommendation change by the TMRC Board. See “The Merger Agreement — Termination of the Merger Agreement”.

Q: Who can vote at the special meeting?

TMRC stockholders of record at the close of business on [    ], 2026 (which we refer to as the “Record Date”) will be entitled to vote at the special meeting. Each TMRC Share will be entitled to one vote on all matters properly brought before the special meeting. As of the Record Date, there were [    ] TMRC Shares outstanding and entitled to vote at the special meeting. There are no other voting securities of TMRC outstanding.

Q: What am I being asked to vote on, and why is this approval necessary?

TMRC stockholders are being asked to vote on the following proposals:

1.      a proposal to adopt the Merger Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus, which is further described in the sections titled “The Mergers” and “The Merger Agreement” (the “Merger Proposal”); and

2.      a proposal to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the Merger Agreement (the “Adjournment Proposal”).

Q: What vote is required to approve each proposal at the special meeting?

The Merger Proposal:    The affirmative vote of holders of a majority of the outstanding TMRC Shares entitled to vote thereon is required to approve the Merger Proposal (the “TMRC Stockholder Approval”).

The Adjournment Proposal:    The affirmative vote of the holders of a majority of the TMRC Shares present in person or represented by proxy at the special meeting and entitled to vote thereon is required to approve the Adjournment Proposal. If TMRC stockholders approve the Adjournment Proposal, subject to the terms of the Merger Agreement, TMRC could adjourn the special meeting and use the additional time to solicit additional proxies, including soliciting proxies from TMRC stockholders who have previously voted. TMRC does not intend to call a vote on the Adjournment Proposal if the Merger Proposal is approved at the special meeting. The completion of the Mergers is not conditioned on the approval of the Adjournment Proposal.

Q: What constitutes a quorum?

The presence at the special meeting, in person or by proxy, of the holders of a majority of the outstanding TMRC Shares entitled to vote at the special meeting will constitute a quorum for the transaction of business at the special meeting. Virtual attendance at the special meeting will constitute presence in person for the purpose of determining the presence of a quorum for the transaction of business at the special meeting. Abstentions will count as votes present and entitled to vote for the purpose of determining the presence of a quorum for the transaction of business at the special meeting. Brokers, banks or other nominees that hold shares for beneficial owners do not have discretionary authority to vote the shares as to any matter at the meeting without receiving voting instructions from the beneficial owners. Such shares will be considered to be broker non-votes and will not be counted as present for quorum purposes.

A quorum is necessary to transact business at the special meeting. TMRC’s Bylaws provide that if a quorum fails to attend any meeting, the chairperson of the meeting and the stockholders entitled to vote thereat, present in person or by proxy, shall each have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of voting stock shall be present. If the adjournment is for more than 30 days or if after the adjournment, a new record date is fixed for the adjourned meeting, TMRC will provide a notice of the adjourned meeting to each stockholder of record entitled to vote at the meeting.

Q: How does the TMRC Board recommend that I vote?

The TMRC Board recommends that TMRC stockholders vote “FOR” the Merger Proposal and “FOR” the Adjournment Proposal.

Q: What do I need to do now?

After carefully reading and considering the information contained in this proxy statement/prospectus (including the annexes hereto) and the information incorporated by reference herein, please vote your shares as soon as possible so

that your shares will be represented at the special meeting. Please follow the instructions set forth on the accompanying proxy card or on the voting instruction form provided by the record holder if your shares are held in the name of your broker, bank or other nominee.

Please do not submit your TMRC stock certificates or other evidence of ownership at this time. If the First Merger is completed, you will receive instructions for surrendering your TMRC stock certificates in exchange for USAR Shares from the exchange agent.

Please carefully consider the information contained in this proxy statement/prospectus (including the annexes hereto) and the information incorporated by reference herein. Whether or not you plan to attend the special meeting, TMRC encourages you to submit your proxy to vote via the internet, by telephone or by mail so that your shares will be voted in accordance with your wishes even if you later decide not to attend the special meeting.

Q: How can I attend the special meeting?

TMRC stockholders as of the close of business on the Record Date may attend and vote virtually at the special meeting by logging in at [    ]. To log in, TMRC stockholders (or their authorized representatives) will need the control number provided on their proxy card or voting instruction form.

Q: How do I vote?

If you are a stockholder of record of TMRC as of the close of business on the Record Date, you may submit your proxy before the special meeting in one of the following ways:

•        Telephone: use the toll-free number shown on your proxy card;

•        Internet: visit the website shown on your proxy card to vote via the internet; or

•        Mail: complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

If you are a stockholder of record of TMRC, you may also cast your vote virtually at the special meeting by following the instructions at [    ]. If you decide to attend the special meeting virtually and vote at the meeting, your vote will revoke any proxy previously submitted.

If your shares are held in “street name” through a broker, bank or other nominee, that institution will send you separate instructions describing the procedure for voting your shares. Please follow the voting instructions provided by your broker, bank or other nominee.

The special meeting will begin promptly at 10:00 a.m., Eastern Time, on [    ], 2026. TMRC encourages its stockholders to access the meeting prior to the start time leaving ample time for check-in. Please follow the instructions as outlined in this proxy statement/prospectus.

Even if you plan to attend the special meeting, TMRC recommends that you vote your shares in advance as described below so that your vote will be counted even if you later decide not to or become unable to attend the special meeting.

Q: When and where is the special meeting of stockholders? What must I bring to attend the special meeting?

The special meeting of TMRC stockholders will be held virtually at [    ], at 10:00 a.m., Eastern Time, on [    ], 2026. Online access will begin at 9:45 a.m. Eastern Time, and TMRC encourages its stockholders to access the meeting prior to the start time. Even if you plan to attend the special meeting, TMRC recommends that you vote your shares in advance as described above so that your vote will be counted if you later decide not to or become unable to attend the special meeting.

Q: What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your TMRC Shares are registered directly in your name with the transfer agent of TMRC, [    ], you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to vote or to grant a proxy for your vote directly to TMRC or to a third party to vote at the special meeting. If your shares are held by a broker, bank or other nominee, you are considered the beneficial owner of shares held in “street

name”, and your broker, bank or other nominee is considered the stockholder of record with respect to those shares. Your broker, bank or other nominee will send you, as the beneficial owner, voting instruction forms for you to use in directing the broker, bank or other nominee in how to vote your shares. You should follow the instructions provided by them to vote your shares.

Q: If my shares are held in “street name” by a broker, bank or other nominee, will my broker, bank or other nominee vote my shares for me?

If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in street name by returning a proxy card or voting instruction form directly to TMRC. Your broker, bank or other nominee is obligated to provide you with a voting instruction form for you to use.

[Applicable stock exchange rules permit brokers to vote their customers’ stock held in street name on routine matters when the brokers have not received voting instructions from their customers. Those rules do not, however, allow brokers to vote their customers’ stock held in street name on non-routine matters unless they have received voting instructions from their customers. In such cases, the uninstructed shares for which the broker is unable to vote are called broker non-votes. The Merger Proposal and the Adjournment Proposal are non-routine matters on which brokers are not allowed to vote unless they have received voting instructions from their customers. You must provide voting instructions to your broker for your shares to be voted.]

If you are a TMRC “street name” stockholder and you do not instruct your broker, bank or other nominee on how to vote your shares:

•        your broker, bank or other nominee may not vote your shares on the Merger Proposal, which broker non-votes will have the same effect as votes cast “AGAINST” this proposal; and

•        your broker, bank or other nominee may not vote your shares on the Adjournment Proposal, which broker non-votes will have no effect on the vote for this proposal (assuming a quorum is present).

Q: What if I fail to vote or abstain?

For purposes of the special meeting, an abstention occurs when a stockholder attends the special meeting virtually and does not vote or returns a proxy with an “abstain” instruction.

Merger Proposal:    An abstention or failure to vote will have the same effect as a vote cast “AGAINST” the Merger Proposal.

Adjournment Proposal:    An abstention will have the same effect as a vote cast “AGAINST” the Adjournment Proposal. If a TMRC stockholder is not present virtually at the special meeting and does not respond by proxy, it will have no effect on the vote for the Adjournment Proposal (assuming a quorum is present).

Q: What will happen if I return my proxy card or voting instruction form without indicating how to vote?

If you sign and return your proxy card or voting instruction form without indicating how to vote on any particular proposal, the TMRC Shares represented by your proxy will be voted as recommended by the TMRC Board with respect to that proposal.

Q: May I change or revoke my vote after I have delivered my proxy card or voting instruction form?

Yes.    If you are a record holder, you may change or revoke your vote before your proxy is voted at the special meeting as described herein. You may do this in one of four ways:

1.      submitting a proxy at a later time by internet or telephone until 11:59 p.m. Eastern Time on [    ], 2026;

2.      signing and returning a new proxy card with a later date;

3.      voting virtually at the special meeting; or

4.      delivering, before 6:00 p.m. Eastern Time on [    ], 2026, to TMRC’s Corporate Secretary at TMRC’s executive offices at 527 21st Street, #44, Galveston, TX 77550, written revocation of your most recent proxy.

If you are a street name stockholder and you vote by proxy, you may later revoke your proxy by informing the holder of record in accordance with that entity’s procedures.

Q: What are the material U.S. federal income tax considerations of the Mergers?

TMRC and USAR intend for the Mergers, taken together, to qualify as a “reorganization” within the meaning of Section 368(a) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). However, there are significant factual and legal uncertainties as to whether the Mergers will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. For example, under Section 368(a) of the Code, the acquiring corporation must continue, either directly or indirectly through certain controlled corporations, either a significant line of the acquired corporation’s historic business or use a significant portion of the acquired corporation’s historic business assets in a business. However, although we expect that requirement to be satisfied in the case of the Mergers, there is an absence of direct guidance on whether and under which circumstances the acquired corporation is treated as having conducted a historic business for purposes of satisfying that requirement in a case in which the acquired corporation, rather than conducting such a historic business directly, holds an interest in a partnership that is engaged in such a business, as is the case with respect to TMRC’s ownership of its interest in Round Top Mountain Development, LLC (“Round Top”), an entity classified as a partnership for U.S. federal income tax purposes. Provided the Mergers so qualify, a TMRC stockholder that exchanges its TMRC Shares for USAR Shares in the Mergers generally would not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of TMRC Shares for USAR Shares. If the Mergers do not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, the TMRC stockholders generally are expected to recognize taxable gain or loss with respect to such exchange. USAR and TMRC have not sought, and will not seek, any ruling from the U.S. Internal Revenue Service (the “IRS”) regarding any matters related to the transactions, and as a result, there can be no assurance that the IRS would not assert that the Mergers do not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, or that a court would not sustain such a position.

For a more complete discussion of certain material U.S. federal income tax considerations of the Mergers, see “Certain Material U.S. Federal Income Tax Considerations of the Mergers.”

Q: What happens if I sell my TMRC Shares after the Record Date but before the special meeting?

The Record Date (the close of business on [    ], 2026) is earlier than the date of the special meeting and earlier than the date that the First Merger is expected to be completed. If you sell or otherwise transfer your TMRC Shares after the Record Date but before the date of the special meeting, you will retain your right to vote at the special meeting. However, you will not have the right to receive any Merger Consideration in respect of such transferred shares to be received by TMRC stockholders in the Mergers. In order to receive your pro rata portion of the Merger Consideration, you must hold your shares through completion of the First Merger.

Q: Are there any risks that I should consider in deciding whether to vote in favor of the Merger Proposal?

Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page 28. You also should read and carefully consider the risk factors of USAR contained in the documents included as annexes to this proxy statement/prospectus and incorporated by reference herein.

Q: What should I do if I receive more than one set of voting materials?

If you hold TMRC Shares in “street name” and also directly as a record holder or otherwise or if you hold TMRC Shares in more than one brokerage account, you may receive more than one set of voting materials relating to the special meeting. Please complete, sign, date and return each proxy card (or cast your vote by telephone or internet as provided on your proxy card) or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your TMRC Shares are voted. If you hold your shares in “street name” through a broker, bank or other nominee, you should follow the procedures provided by your broker, bank or other nominee to vote your shares.

Q: Who will tabulate and certify the vote?

Representatives of [Broadridge] will tabulate the votes cast at the special meeting, and representatives of [    ] will act as the Inspector of Election.

Q: Where can I find the voting results of the special meeting?

The preliminary voting results will be announced at the special meeting. In addition, within four business days following certification of the final voting results, TMRC intends to file the final voting results with the SEC on a Current Report on Form 8-K.

Q: Whom should I contact if I have any questions about the proxy materials or voting?

If you have any questions about the proxy materials, or if you need assistance submitting your proxy or voting your shares or need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact the proxy solicitation agent for TMRC, at:

[______________________]
[______________________]
[______________________]

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus, and the documents that are incorporated by reference in this proxy statement/prospectus, contain forward-looking statements about USAR, USAR’s industry and the Mergers that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this proxy statement/prospectus, and the documents that are incorporated by reference in this proxy statement/prospectus, are forward-looking statements, including statements regarding our future results of operations or financial condition, business strategies, and expectations for our business and industry. Forward-looking statements are not guarantees of performance. Although we believe these forward-looking statements are reasonable when made, we cannot assure you that we will achieve or realize these plans or expectations. In some cases, you can identify forward-looking statements because they contain words such as “will,” “may,” “could,” “should,” “likely,” “ongoing,” “anticipate,” “estimate,” “expect,” “project,” “predict,” “intend,” “plan,” “believe,” “aim,” “build,” “continue,” “potential,” “vision,” or the negative of these words or other similar terms or expressions. These forward-looking statements include, but are not limited to, statements concerning the following:

•        the Mergers, the expected timing and completion of the Mergers and the expected benefits of the Mergers including anticipated financial results and synergies;

•        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;

•        USAR’s plans for and prospects of its other acquisitions, investments and other business development activities;

•        USAR’s plans for capital raising activities, including from the U.S. government; and

•        USAR’s ability to successfully capitalize on growth opportunities and prospects.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus and the USAR management team’s current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside USAR’s control. Accordingly, forward-looking statements should not be relied upon as representing the USAR management team’s views as of any subsequent date. Neither USAR nor TMRC undertakes any obligation to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements. Should one or more of a number of known and unknown risks and uncertainties materialize, or should any of USAR’s assumptions prove incorrect, USAR’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to materially differ include, but are not limited to the risks below:

•        The Mergers, or USAR’s pending transactions with Carester SAS (“Carester”) and Serra Verde Rare Earths Ltd. (“Serra Verde”), may not be consummated on their anticipated timeline or at all, and failure to complete the transactions could adversely affect USAR’s business, financial condition, and results of operations.

•        USAR may not realize the anticipated benefits of its proposed and prior acquisitions and transactions, including transactions with TMRC, Carester and Serra Verde, including expected synergies, financial performance, estimated earnings before interest, taxes, depreciation and amortization (“EBITDA”) and, in the case of TMRC, integration of operations, on the anticipated timeline or at all.

•        USAR’s magnet manufacturing facility in Stillwater, Oklahoma (“Stillwater Facility”) has recently been commissioned; however, USAR has not commenced producing and selling sintered neodymium-iron-boron (“NdFeB”) permanent magnets (also referred to as neo magnets), and USAR has no history in commercial operations and the lack of commercial operations limits the accuracy of any forward-looking forecasts, prospects or business outlook or plans.

•        The Round Top Project is at the exploration stage and USAR has not commenced construction or commission of the mine nor related facilities, and the development of the Round Top Project into a producing mine is subject to a variety of risks, any number of which may cause the development of the Round Top Project into a producing mine to not occur, be delayed, or not result in the commercial extraction of minerals.

•        USAR may experience time delays, unforeseen expenses, increased capital costs, and other complications while developing its projects, which could delay the start of revenue-generating activities and increase development costs.

•        Until USAR’s Round Top Project is capable of satisfying USAR’s feedstock needs, if ever, USAR’s business is subject to the availability of rare earth oxide and metal feedstock, in quantities and prices that allow it to develop and commercially operate its Stillwater Facility.

•        The production of neo magnets is a capital-intensive business that requires the commitment of substantial resources; if USAR does not have sufficient capital or other resources necessary to provide for such production, it could negatively impact its business.

•        USAR will need to produce its products to exacting specifications in order to provide future customers with a consistently high-quality product. An inability to meet individual customer specifications would negatively impact USAR’s business.

•        USAR may be adversely affected by fluctuations in demand for, and prices of, neo magnets, magnet materials, and necessary feedstock.

•        Since USAR’s inception, it has generated negative operating cash flows and it may experience negative cash flow from operations in the future.

•        USAR may not be able to generate positive cashflow from its expected future business operations, and it may not achieve profitability.

•        USAR may not be able to convert current commercial discussions and/or memorandums of understanding with customers for the sale of its neo magnets and other products into definitive contracts, which may have a negative effect on its business.

•        The success of USAR’s business will depend, in part, on the growth of existing and emerging uses for neo magnets.

•        An increase in the global supply of neo magnets or dumping, predatory pricing and other tactics by USAR’s competitors or state actors may adversely affect its profitability.

•        USAR operates in a highly competitive industry in a high demand and growth environment and additional manufacturing, refining and mining competitors could result in a reduction in revenue.

•        Geopolitical developments or disruptions, such as changes in the political environment, export/import or environmental policy of the People’s Republic of China (“China”), the United States (“U.S.”) or other countries in which USAR operates or sells product or otherwise, may adversely affect its business.

•        The amount of capital required for completion and build-out of USAR’s projects may increase materially from its current estimates, and any inability to access the capital or financial markets may limit its ability to fund its ongoing operations, execute its business plan or pursue investments that it may rely on for future growth.

•        Increasing costs, including rising electricity and other utility costs, or limited access to raw materials may adversely affect USAR’s profitability.

•        Diminished access to water may adversely affect USAR’s operations.

•        USAR is subject to certain agreements with government entities that have provided it with certain incentives and favorable financing and contain conditions and obligations, including local investment, job creation, and repayment terms, that, if not complied with, could negatively impact its business or require it to repay that financing or lose access to those incentives.

•        USAR is dependent upon information technology systems, which are subject to cyber threats, disruption, damage and failure. Any unauthorized access to, disclosure, or theft of personal information it gathers, stores, or uses could harm its reputation and subject it to claims or litigation. Further, a failure of its information technology and data security infrastructure could adversely affect its business and operations.

•        USAR depends on key personnel for the success of its business. If it fails to retain its key personnel or if it fails to attract additional qualified personnel, it may not be able to achieve its desired level of growth and its business could suffer.

•        Work stoppages or similar difficulties, breakdown in labor relations, or a shortage of skilled technicians and engineers could significantly disrupt USAR’s operations and reduce its revenues.

•        USAR’s success depends on developing and maintaining relationships with local communities and stake-holders.

•        USAR is or may be subject to risks associated with acquisitions, strategic transactions and expansions.

•        USAR may fail to realize all of the anticipated benefits of the Less Common Metals Ltd. acquisition, including the anticipated acceleration of its mine-to-magnet strategy, on the anticipated timeline, or at all.

•        If USAR infringes, or is accused of infringing, the intellectual property rights of third parties, it may increase costs or prevent USAR from being able to commercialize new products.

•        USAR may not be able to adequately protect its intellectual property rights. If it fails to adequately enforce or defend its intellectual property rights, USAR’s business may be harmed.

•        USAR’s operations at its projects are subject, or may become subject, to environmental, health and safety regulations, which could impose additional costs and compliance requirements or could limit or prevent its ability to continue its current operations or to undertake new operations, and it may face claims and liability for breaches, or alleged breaches, of such regulations and other applicable laws.

•        USAR will be required to obtain and maintain governmental permits and approvals to develop and operate the projects, a process which is often costly and time-consuming. Failure to obtain or retain any necessary permits or approvals for its planned operations may negatively impact USAR’s business.

•        Tariffs by the U.S., counter-tariffs by other countries and future changes in tariff policies could adversely affect USAR’s results of operations.

•        USAR is exposed to possible litigation risks, including permit disputes (including in respect of access and/or validity of tenure), environmental claims, occupational health and safety claims and employee claims.

•        USAR is subject to the risks of war, terrorism, natural disasters or public health emergencies.

•        If USAR takes federal monies, it could become subject to federal regulations. This could delay timing and increase costs.

•        USAR’s proposed U.S. government financing is currently contemplated pursuant to a non-binding letter of intent and remains subject to the negotiation and execution of definitive documentation, satisfaction of conditions precedent, and final government approvals, and there can be no assurance that such documentation will be executed or that the collaboration will be consummated on the anticipated terms or at all.

•        USAR’s proposed U.S. government financing is expected to be funded in phases over time and is subject to USAR achieving milestones, and there can be no assurance that such milestones will be achieved on the expected timeline or at all.

•        The issuance of additional USAR Shares or equity-linked securities, as a result of currently contemplated transactions or potential future transactions, could result in significant dilution to USAR’s existing stockholders and adversely affect the market price of USAR Shares.

RISK FACTORS

In addition to the other information included in this proxy statement/prospectus, including the matters addressed under “Cautionary Statement Regarding Forward-Looking Statements,” TMRC stockholders should carefully consider the following risks before deciding whether to vote for approval of the Merger Proposal. In addition, TMRC stockholders should read and consider the risks associated with the business of USAR because these risks will relate to the combined company. Certain of these risks with respect to the business of USAR can be found in USAR’s annual report on Form 10-K for the fiscal year ended December 31, 2025, which report is incorporated by reference into this proxy statement/prospectus. You should also consider the other information in this proxy statement/prospectus and the other documents incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information”.

Risks Related to the Mergers

Because the market price of USAR Shares will fluctuate, TMRC stockholders cannot be sure of the price of the Merger Consideration they will receive.

In the Mergers, each TMRC Share 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 TMRC Shares outstanding on the Closing Date on a fully-diluted basis divided by the 3,823,328 USAR Shares being issued as Merger Consideration. This exchange ratio is fixed and will not be adjusted for changes in the market price of either USAR Shares or TMRC Shares. Changes in the price of USAR Shares between now and the time of the Mergers will affect the value that TMRC stockholders will receive in the Mergers. Neither USAR nor TMRC is permitted to terminate the Merger Agreement as a result of any increase or decrease in the market price of USAR Shares or TMRC Shares.

Stock price changes may result from a variety of factors, including general market and economic conditions, changes in USAR’s businesses, operations and prospects, including as a result of USAR’s pending transactions with Carester (the “Carester Transaction”) and Serra Verde, and regulatory considerations, many of which are beyond TMRC’s and USAR’s control. Therefore, at the time of the special meeting, TMRC stockholders will not know the market value of the consideration that TMRC stockholders will receive at the effective time. You should obtain current market quotations for USAR Shares and for TMRC Shares.

The market price of USAR Shares after the Mergers may be affected by factors different from those currently affecting the TMRC Shares or USAR Shares.

In the Mergers, TMRC stockholders will become USAR stockholders. USAR’s business differs from that of TMRC. Accordingly, the results of operations of USAR and the market price of USAR Shares after the completion of the Mergers may be affected by factors different from those currently affecting the independent results of operations of each of USAR and TMRC.

For a discussion of the business of USAR and of certain factors to consider in connection with its business, see the documents incorporated by reference in this proxy statement/prospectus and referred to under “Where You Can Find More Information”. For a discussion of the business of TMRC and of certain factors to consider in connection with its business, see the sections in this proxy statement/prospectus titled “The Business of TMRC,” “TMRC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as the financial statements of TMRC included in this proxy statement/prospectus.

The fairness opinion rendered to the TMRC Board by Roth Capital Partners, LLC prior to the signing of the Merger Agreement does not reflect changes in events or circumstances occurring after the date of the opinion.

The opinion of Roth Capital Partners, LLC, financial advisor to TMRC, was delivered on and dated March 3, 2026. This opinion does not reflect changes that may occur or may have occurred after the date on which it was delivered, including changes to the operations and prospects of TMRC or USAR, changes in general market and economic conditions or other changes. Any of these changes may alter the relative value of TMRC or USAR or the prices of TMRC Shares or USAR Shares by the time the Mergers are completed. The opinion does not speak as of the date the Mergers will be completed or as of any date other than the date of the opinion. For a description of the opinion of TMRC’s financial advisor, please see “The Merger — Opinion of TMRC’s Financial Advisor”.

TMRC and USAR will be subject to business uncertainties and contractual restrictions while the Mergers are pending.

Uncertainty about the effect of the Mergers on employees and customers may have an adverse effect on TMRC and, consequently, on USAR. These uncertainties may impair TMRC’s ability to attract, retain and motivate key personnel until the Mergers are consummated, and could cause customers and others that deal with TMRC to seek to change existing business relationships with TMRC. Retention of certain employees may be challenging during the pendency of the Mergers, as certain employees may experience uncertainty about their future roles with USAR. If key employees depart because of issues relating to the uncertainty or difficulty of integration or a desire not to remain with USAR, USAR’s business following the merger could be harmed. In addition, the Merger Agreement restricts TMRC and USAR from taking certain actions without the other’s consent until the Mergers occur, and generally requires both USAR and TMRC to continue their operations in the ordinary course, until completion of the Mergers. These restrictions may prevent USAR and TMRC from pursuing attractive business opportunities that may arise prior to the completion of the Mergers. These restrictions could be in place for an extended period of time if the consummation of the Mergers is delayed and could adversely affect USAR’s or TMRC’s financial condition and results of operations. Please see the section entitled “The Merger Agreement — Conduct of Business Prior to the Consummation of the Mergers” for a description of the restrictive covenants to which USAR and TMRC are subject.

USAR may fail to realize all of the anticipated benefits of the Mergers, particularly if the integration of USAR’s and TMRC’s businesses is more difficult than expected.

The success of the Mergers will depend, in part, on our ability to successfully combine the businesses of USAR and TMRC. USAR may fail to realize some or all of the anticipated benefits of the transaction if the integration process takes longer or is more costly than expected. Furthermore, any number of unanticipated adverse occurrences for either the business of TMRC or USAR may cause USAR to fail to realize some or all of the expected benefits. The integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect USAR’s ability to maintain relationships with commercial counterparties and employees or to achieve the anticipated benefits of the Mergers. Each of these issues might adversely affect USAR, TMRC or both during the transition period, resulting in adverse effects on USAR following the Mergers.

As a result, revenues may be lower than expected or costs may be higher than expected and the overall benefits of the Mergers may not be as great as anticipated.

Some of the directors and executive officers of TMRC may have interests and arrangements that may have influenced their decisions to support and recommend that you vote for the Merger Proposal.

The interests of some of the directors and executive officers of TMRC may be different from those of TMRC stockholders, and certain directors and executive officers of TMRC may be participants in arrangements that are different from, or are in addition to, those of TMRC stockholders. These interests are described in more detail in the section of this proxy statement/prospectus entitled “The Mergers — Interests of TMRC’s Executive Officers and Directors in the Mergers”.

USAR and TMRC are expected to incur significant costs related to the Mergers and integration.

USAR and TMRC have incurred and expect to incur significant, non-recurring costs in connection with negotiating the Merger Agreement and closing the Mergers. In addition, USAR will incur integration costs following the completion of the Mergers as USAR integrates the TMRC business, including facilities and systems consolidation costs and employment-related costs.

Although USAR and TMRC each expect the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the business, which should allow USAR and TMRC to offset integration-related costs over time, there can be no assurances that the expected benefits and efficiencies related to the integration of the businesses will be realized to offset these transaction and integration costs in the near term or at all. USAR and TMRC may also incur additional costs to maintain employee morale and to retain key employees. USAR and TMRC will also incur significant legal, financial advisory, accounting, banking and consulting fees, fees relating to regulatory filings and notices, SEC filing fees, printing and mailing fees and other costs associated with the merger. Some of these costs are payable regardless of whether the merger is completed.

If the Mergers do not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, the TMRC stockholders may be required to pay substantial U.S. federal income taxes.

USAR and TMRC intend for the Mergers, taken together, to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. However, there are significant factual and legal uncertainties as to whether the Mergers will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. For example, under Section 368(a) of the Code, the acquiring corporation must continue, either directly or indirectly through certain controlled corporations, either a significant line of the acquired corporation’s historic business or use a significant portion of the acquired corporation’s historic business assets in a business. However, although we expect that requirement to be satisfied in the case of the Mergers, there is an absence of direct guidance on whether and under which circumstances the acquired corporation is treated as having conducted a historic business for purposes of satisfying that requirement in a case in which the acquired corporation, rather than conducting such a historic business directly, holds an interest in a partnership that is engaged in such a business, as is the case with respect to TMRC’s ownership of its interest in Round Top, an entity classified as a partnership for U.S. federal income tax purposes. Neither USAR nor TMRC intends to request a ruling from the IRS with respect to the tax treatment of the Mergers, and no assurance can be given that the IRS will not challenge the treatment of the Mergers described herein or that a court would not sustain such a challenge. If the Mergers do not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, then a TMRC stockholder that exchanges its TMRC Shares for USAR Shares in the Mergers generally are expected to recognize taxable gain in connection with such exchange in an amount equal to the amount realized by such TMRC stockholder in excess of its adjusted tax basis, if any, and any such gain could be substantial. For a more complete discussion of certain material U.S. federal income tax considerations of the Mergers, see “Certain Material U.S. Federal Income Tax Considerations of the Mergers”.

There could be limitations on the utilization of the historic U.S. net operating loss carryforwards of TMRC.

USAR’s ability to utilize TMRC’s historic U.S. net operating loss carryforwards to reduce future taxable income following the consummation of the Mergers may be subject to various limitations under the Code. In general, Section 382 of the Code imposes such a limitation upon the occurrence of ownership changes resulting from issuances of a company’s stock or the sale or exchange of such company’s stock by certain shareholders if, as a result, there is an aggregate change of more than 50% in the beneficial ownership of such company’s stock by such shareholders during any three-year period. The limitation (a “Section 382 limitation”) with respect to the loss carryforwards of a company that has undergone such an ownership change generally is equal to (i) the fair market value of such company’s equity multiplied by (ii) a percentage approximately equivalent to the yield on long-term tax-exempt bonds during the month in which the ownership change occurs. In addition, the Section 382 limitation is increased if there are recognized built-in gains during the five-year post-change period, but only to the extent of any net unrealized built-in gain existing on the date of the ownership change. The Mergers could result in an ownership change under Section 382 of the Code with respect to TMRC. As a result, USAR could be subject to the Section 382 limitation with respect to TMRC’s loss carryforwards that exist on the date of the Mergers.

The Merger Agreement limits TMRC’s ability to pursue alternatives to the Mergers.

The Merger Agreement contains provisions that limit TMRC’s ability to solicit, initiate, encourage or take any actions to facilitate competing third-party proposals to acquire all or substantially all of TMRC, subject to certain exceptions relating to the exercise of fiduciary duties by the TMRC Board. These provisions, which include a $3,250,000 termination fee payable under certain circumstances, might discourage a potential competing acquiror that might have an interest in acquiring all or substantially all of TMRC from considering or proposing that acquisition even if it were prepared to pay consideration with a higher per share market price than that proposed in the Mergers, or might result in a potential competing acquiror proposing to pay a lower per share price to acquire TMRC than it might otherwise have proposed to pay.

If the Mergers are not consummated by December 4, 2026, either USAR or TMRC may choose not to proceed with the Mergers.

Either USAR or TMRC may terminate the Merger Agreement if the Mergers have not been completed by December 4, 2026, unless the failure of the Mergers to be completed has resulted from the failure of the party seeking to terminate the Merger Agreement to perform its obligations.

The USAR Shares to be received by TMRC stockholders as a result of the Mergers will have different rights from the TMRC Shares.

Upon completion of the Mergers, TMRC stockholders will no longer be stockholders of TMRC but will instead become stockholders of USAR, and their rights as USAR stockholders will be governed by the terms of USAR’s certificate of incorporation and bylaws. The terms of USAR’s certificate of incorporation and bylaws are in some respects materially different than the terms of TMRC’s certificate of incorporation and bylaws, which currently govern the rights of TMRC stockholders. See the section of this proxy statement/prospectus entitled “Comparison of Rights of Stockholders of USAR and Stockholders of TMRC” for a discussion of the different rights associated with USAR Shares.

Stockholders of TMRC will have a reduced ownership and voting interest after the Mergers and will exercise less influence over management.

As a result of the Mergers, the percentage ownership of every TMRC stockholder in the combined company will be smaller than the TMRC stockholder’s percentage ownership of TMRC prior to the Mergers. USAR estimates that upon completion of the Mergers, former TMRC stockholders will own approximately 1.7% of the outstanding USAR Shares, and current USAR shareholders will own approximately 98.3% of the outstanding USAR Shares (including outstanding stock-based awards of USAR, conversion of outstanding shares of USAR Series A Preferred Stock and exercise of outstanding USAR Preferred Investor Warrants as of May 11, 2026, the most recent practicable date for which such information was available, and in each case, without giving effect to the securities that will be issued in the Serra Verde Transaction).

Failure to complete the Mergers could negatively impact the future business and financial results of TMRC and USAR.

If the Mergers are not completed for any reason, including the failure to receive the requisite TMRC vote, the ongoing businesses of TMRC and USAR may be adversely affected and TMRC and USAR will be subject to several risks, including the following:

•        USAR and TMRC may experience negative reactions from the financial markets, including negative impacts on the market price of TMRC Shares or USAR Shares, to the extent that the current market prices reflect a market assumption that the Mergers will be completed;

•        USAR would not realize the benefits of the Mergers, which could have a material adverse effect on the results of operations, financial position and cash flows of USAR or the trading price of USAR Shares;

•        the manner in which industry contacts, business partners and other parties perceive USAR and TMRC may be negatively impacted, which in turn could affect TMRC’s operations or their ability to compete for new business or obtain renewals in the marketplace more broadly;

•        TMRC may be required, under certain circumstances, to pay USAR a termination fee of $3,250,000 under the Merger Agreement;

•        USAR and TMRC will be required to pay certain costs relating to the Mergers, whether or not the Mergers are completed, such as legal, accounting, financial advisor and printing fees;

•        under the Merger Agreement, USAR and TMRC are subject to certain restrictions on the conduct of their respective businesses prior to completion of the Mergers, which may adversely affect their ability to execute certain of their respective business strategies;

•        matters relating to the Mergers may require substantial commitments of time and resources by USAR’s management and TMRC’s management, which could otherwise have been devoted to other opportunities that may have been beneficial to each of USAR and TMRC as an independent company; and

•        USAR and TMRC also could be subject to litigation related to any failure to complete the Mergers or to enforcement proceedings commenced against USAR and TMRC to perform their respective obligations under the Merger Agreement.

If the Mergers are not completed, USAR and TMRC cannot assure you that the risks described above will not materialize and will not materially affect the business and financial results of USAR and TMRC.

The issuance of USAR Shares in the Mergers and other future issuances will dilute the voting power of USAR shareholders and could dilute their percentage interest in any future earnings of USAR.

In connection with the Mergers, USAR will issue 3,823,328 USAR Shares to TMRC shareholders as consideration. In addition, USAR’s current and future shareholders will also be impacted by other transactions that are currently pending or contemplated, or that may be entered into in the future, including (1) USAR’s agreement to issue 126,849,307 USAR Shares as merger consideration in connection with the Serra Verde Transaction, (2) USAR’s agreement to issue $277 million of USAR Shares and warrants to acquire approximately 17.5 million USAR Shares as part of a proposed U.S. government financing contemplated by a non-binding letter of intent with the U.S. Department of Commerce, (3) USAR’s commitment to issue approximately $13.5 million of USAR Shares (or pay cash) to Carester in connection with the Carester Transaction, and (4) USAR’s obligation to issue an additional 5 million USAR Shares as earnout shares if USAR’s stock price stays over $20 for 20 out of 30 trading days.

In the future, USAR may issue additional USAR Shares in connection with another acquisition, to increase its capital resources or for other reasons. Additional common stock offerings may dilute the holdings of USAR’s existing stockholders or reduce the market price of USAR Shares, or both. USAR may also issue shares of USAR preferred stock, which may be viewed as having adverse effects upon the holders of common stock.

As a result, the issuance of USAR Shares in the Mergers and other future issuances will reduce the relative voting power of existing USAR stockholders and TMRC shareholders who become USAR shareholders as a result of the Mergers and could dilute their percentage interest in any future earnings, dividends or other distributions of USAR. The actual extent of any such dilution will depend on a number of factors, including the future operating results of USAR and the combined company and the timing and amount of any future issuances of USAR Shares or other equity securities by USAR.

USAR may not enter into definitive agreements for its proposed U.S. government financing on the anticipated terms, on the anticipated timeline, or at all, and, if executed, USAR may be unable to satisfy the milestones and other conditions required to access such financing.

USAR’s business plans and capital requirements depend, in part, on its ability to obtain U.S. government financing on acceptable terms and on the anticipated timeline. The negotiation, execution and effectiveness of any such financing are subject to a number of conditions precedent and final government approvals outside USAR’s control, and changes in U.S. governmental policy or budgetary priorities, changes in administration, congressional action or shifts in the strategic priorities of the relevant U.S. government counterparties could result in material changes to the proposed terms or in the abandonment of the proposed financing altogether. For example, USAR has entered into a non-binding letter of intent with the U.S. Department of Commerce, with respect to funding in an aggregate amount equal to $1.6 billion, including $277.0 million in direct funding awards and $1.3 billion in senior secured debt with each advance having a 15-year term and bearing a fixed or floating interest rate. Definitive agreements related to the proposed financing have not been entered into as of the date of this proxy statement/prospectus, and there can be no assurance that definitive agreements related to the proposed financing will be entered into on the anticipated terms, on the anticipated timeline, or at all. If such definitive agreements (or any other U.S. government financing) is entered into, USAR’s ability to draw down funds is expected to be subject to ongoing conditions, including the achievement of construction, operational, financial and other milestones over an extended period of time, compliance with affirmative and negative covenants and the absence of defaults. The failure to satisfy any such milestones or conditions could delay or prevent USAR from accessing all or a portion of the financing on the anticipated terms or at all, and could require USAR to seek replacement financing on less favorable terms. If USAR is unable to access the contemplated financing in a timely manner or in the amounts currently expected, USAR may need to delay, scale back or abandon the development of strategic initiatives, which could have a material adverse effect on USAR’s and the combined company’s business, financial condition, results of operations and prospects, and on the trading price of USAR Shares.

In addition to the Mergers and the other transactions described in this proxy statement/prospectus, USAR may pursue and consummate additional acquisitions or other strategic transactions at any time, which may be announced before, concurrently with or after the special meeting and which could be material to USAR and the combined company.

As part of its ongoing business strategy, USAR regularly evaluates potential acquisition opportunities and other strategic transactions in the ordinary course of business, and from time to time engages in discussions and negotiations with potential acquisition targets, partners and others and may enter into letters of intent, term sheets or other preliminary agreements with respect to potential acquisitions or other strategic transactions. In addition to the Mergers, USAR has entered into a non-binding letter of intent with the U.S. Department of Commerce in respect of a proposed U.S. government financing and has entered into definitive agreements in respect of the Carester Transaction and the Serra Verde Transaction. USAR may, at any time before, concurrently with or following the special meeting and the closing of the Mergers, enter into additional letters of intent or definitive agreements with respect to additional acquisitions or strategic transactions, subject to the restrictions in the Merger Agreement on USAR’s pre-closing conduct described under “The Merger Agreement — Conduct of Business Prior to the Consummation of the Mergers”. There can be no assurance that any such transaction will be consummated on the terms contemplated, or at all. Any such additional transaction may be material to USAR and the combined company and could result in additional dilution to USAR stockholders, the incurrence of additional indebtedness, the assumption of unknown or contingent liabilities, integration challenges, diversion of management’s attention and additional transaction costs. The pendency, announcement or consummation of any such additional transaction, or the failure to consummate any such transaction, could have a material adverse effect on USAR’s and the combined company’s business, financial condition, results of operations and prospects, and on the trading price of USAR Shares.

The Mergers are not conditioned on the successful completion of the proposed U.S. government financing, the Carester Transaction, the Serra Verde Transaction, or any other acquisitions or strategic transactions that USAR is pursuing, or may in the future pursue. USAR may fail to consummate the Carester Transaction and/or the Serra Verde Transaction, which could have an adverse effect on the price of the USAR Shares, reducing the value of the consideration the TMRC Shareholders will receive in the Transactions. Further, TMRC shareholders voting on the Merger Proposal will not have the opportunity to evaluate, and are not being asked to approve, the specific terms of any such additional transactions, which may not be known at the time of the special meeting.

The unaudited forecasted financial information included in this proxy statement/prospectus is for illustrative purposes only and the actual financial condition and results of operations of USAR after the Mergers may differ materially.

The unaudited forecasted financial information included in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what USAR’s actual financial condition or results of operations would have been had the Mergers been completed on the dates indicated, nor is it indicative of the future financial condition or results of operations of the combined company.

The financial projections included in this proxy statement/prospectus were not prepared with a view toward compliance with published guidelines of the Securities and Exchange Commission or the guidelines established by the American Institute of Certified Public Accountants. The financial projections included in this proxy statement/prospectus have been prepared by, and are the responsibility of, TMRC’s management. BDO USA, P.C., Ham, Langston & Brezina, L.L.P., and PricewaterhouseCoopers Auditores Independentes Ltda have not audited, reviewed, examined, compiled, or applied agreed-upon procedures with respect to the financial projections included in this proxy statement/prospectus. Accordingly, BDO USA, P.C., Ham, Langston & Brezina, L.L.P., and PricewaterhouseCoopers Auditores Independentes Ltda do not express an opinion or any other form of assurance with respect thereto. The reports of BDO USA, P.C., Ham, Langston & Brezina, L.L.P., and PricewaterhouseCoopers Auditores Independentes Ltda, incorporated by reference or included in this proxy statement/prospectus relate to previously issued financial statements and do not extend to the forecasted financial information, and should not be read to do so.

Further, no other independent accountants have compiled, examined or performed any procedures with respect to the forecasted financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or the achievability thereof, and, accordingly, such independent accountants assume no responsibility for, and disclaim any association with, the forecasted financial information. The reports of such independent accountants included or incorporated by reference herein, as applicable, relate exclusively to the historical financial information of the entities named in those reports and do not cover any other information in this proxy

statement/prospectus and should not be read to do so. The forecasted financial information included in this proxy statement/prospectus speaks only as of the date on which such information was prepared, and neither USAR or TMRC undertakes any obligation, other than as required by applicable law, to update the forecasted financial information included herein to reflect events or circumstances after the date the forecasted financial information was prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances.

The market price of USAR Shares may continue to fluctuate after the Mergers.

The market price of USAR Shares may fluctuate significantly following completion of the Mergers and USAR Shareholders could lose some or all of the value of their investment in such shares. In addition, the stock market has experienced significant price and volume fluctuations in recent times which, if they continue to occur, could have a material adverse effect on the market for, or liquidity of, USAR Shares, regardless of USAR’s actual operating performance.

Shareholder litigation could prevent or delay the completion of the Mergers or otherwise negatively impact the business and operations of USAR and TMRC.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition, merger or other business combination agreements like the Merger Agreement. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on USAR’s and TMRC’s respective liquidity and financial condition.

Although TMRC and USAR are not aware of any pending or threatened lawsuits relating to the Transactions as of the date of this proxy statement/prospectus, lawsuits arising out of the Transactions could be filed in the future.

One of the conditions to the closing of the Mergers is that no order, injunction or decree issued by any court or government entity of competent jurisdiction or other legal restraint preventing the consummation of the Mergers or any of the other transactions contemplated by the Merger Agreement be in effect. Consequently, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Mergers or any of the other transactions contemplated by the Merger Agreement, then such injunction may delay or prevent the Mergers from being completed within the expected timeframe or at all, which may adversely affect USAR’s and TMRC’s respective business, financial position and results of operations. Even if such injunction is eventually lifted and the Mergers are later completed, the resulting delays and costs incurred may continue to affect the combined company following the completion of the Mergers.

Additionally, there can be no assurance that any of the defendants will be successful in the outcome any potential lawsuits. The defense or settlement of any lawsuit or claim that remains unresolved at the time the Mergers are completed may adversely affect the combined company’s business, financial condition, results of operations and cash flows.

Risks Related to TMRC

Risks Associated with TMRC’s Investment in RTMD

Failure to fund cash calls.

USAR OpCo, as manager, will issue monthly cash calls pursuant to adopted Budgets. Both parties, as members, will have 10 days after receipt of such a billing to meet the cash call. Failure to meet a cash call results in dilution. The governing provisions of the Operating Agreement with respect to cash calls and dilution are as follows:

Cash Calls.

On the basis of the adopted program and budget then in effect, the manager will submit to each member monthly cash calls at least 10 days before the last day of each month, and within 10 days of receipt, (a) USAR OpCo will pay to RTMD, as an additional capital contribution, its proportionate share of the estimated cash requirements based on its interest and (b) TMRC will either (i) pay to RTMD, as an additional capital contribution, its proportionate share of the estimated cash requirements based on its interest, or (ii) deliver to RTMD a written notice indicating what amount, if any, of the applicable estimated cash requirements that TMRC will contribute, being the Notice of Non-Contribution. Failure by TMRC to deliver payment of its proportionate share of the estimated cash requirements, as an additional

capital contribution, or to deliver a Notice of Non-Contribution within the 10 day period shall automatically be considered a “Deemed Non-Contribution” and shall have the same effect as if TMRC provided a timely Notice of Non-Contribution with respect to non-contribution of its entire proportionate share of the applicable cash call.

Remedies for Failure to Meet Cash Calls

Non-Contribution.    Capital contributions only will be made to fund programs and budgets. If TMRC does not contribute all or any portion of any additional capital contribution that it is required to contribute pursuant to a Notice of Non-Contribution or a Deemed Non-Contribution, then USAR OpCo shall fund the entire shortfall, being the Shortfall Amount, within 5 business days after the Notice of Non-Contribution or Deemed Non-Contribution.

Dilution.    Upon the contribution of the Shortfall Amount by USAR OpCo, the interests of the members will be recalculated based on the adjustment provision set forth below in the sub-heading “— Adjustment of Interests”.

Maximum Dilution.    The dilution of TMRC shall not fall below a 3% interest in RTMD, being the Minimum Percentage Interest. Upon the contribution by USAR OpCo of a Shortfall Amount which otherwise would result in a dilution of TMRC below the Minimum Percentage Interest, USAR OpCo will receive a priority distribution of available cash, in addition to a distribution of available cash to which USAR OpCo otherwise is entitled to receive as a result of its proportionate additional capital contribution pursuant to the applicable cash call request, up to the Shortfall Amount that would have resulted in TMRC’s interest being further diluted but for the Minimum Percentage Interest, being the Priority Distribution. The Priority Distribution will continue until USAR OpCo has been reimbursed for its contribution of the Shortfall Amount that would have resulted in TMRC having an interest below the Minimum Percentage Interest, after which time the members shall receive distributions of available cash pro rata in proportion to their respective interests.

Adjustment of Interests.

If USAR OpCo contributes the Shortfall Amount, then the then current interest of TMRC will be reduced (subject to the Minimum Percentage Interest), effective as of each cash call under an additional capital contribution for the applicable program and budget, by a fraction, expressed as a percentage:

•        the numerator of which equals the Shortfall Amount actually funded by USAR OpCo; and

•        the denominator of which equals the market capitalization of TMRC.

As such, the failure by TMRC to fund cash calls will result in dilution to its membership interest in RTMD, which could be significant over time and could ultimately reduce TMRC to a 3% membership interest and possibly a Priority Distribution owed to USAR OpCo, as described above. Dilution to TMRC’s membership interest in RTMD will adversely affect the value of TMRC and likely the value of the TMRC Shares. A decrease in TMRC’s market capitalization will negatively impact the dilution calculation. TMRC currently does not have the necessary capital to fund future cash calls and there can be no assurance that it will be able to raise additional capital to fund cash calls. Moreover, the raising of capital by issuing TMRC Shares will result in dilution to TMRC’s then existing common stockholders.

Certain RTMD matters that require unanimous management committee approval will not be applicable if TMRC’s membership interest falls below 15% in Round Top.

Meetings of the RTMD management committee will be held every three months unless otherwise agreed. For matters before the management committee that require a vote, voting is by simple majority except for certain “major decisions” that require a unanimous vote. So long as TMRC maintains a 15% or greater ownership interest, the nine decisions identified in the bullet points below require unanimous approval. If TMRC’s ownership interest falls below 15%, the number of unanimous decisions is reduced to five (being the first five bullet points below). If TMRC is acquired by a REE mining company or sells its ownership interest to a REE mining company, in each case who elects a majority of the TMRC Board, this unanimous approval requirement can be suspended by USAR OpCo, at its option. The major decisions requiring unanimous approval, as set forth above, are:

•        approval of an amendment to any Budget that causes the Budget to increase by 15% or more, except for emergencies;

•        other than purchase money security interests or other security interests in Round Top equipment to finance the acquisition or lease of RTMD equipment used in operations, the consummation of a project financing or the incurrence by RTMD of any indebtedness for borrowed money that requires the guarantee by any member of any obligations of RTMD;

•        substitution of a member under certain circumstances and dissolution of RTMD;

•        the issuance of an ownership interest or other equity interest in RTMD, or the admission of any person as a new member of RTMD, other than in connection with the exercise of a right of first offer by a member;

•        the redemption of all or any portion of an ownership interest, except for limited circumstances provided for in the Operating Agreement;

•        a decision to grant authorization for RTMD to file a petition for relief under any chapter of the United States Bankruptcy Code, to consent to such relief in any involuntary petition filed against RTMD by any third party, or to admit in writing any insolvency of RTMD or inability to pay its debts as they become due, or to consent to any receivership of RTMD;

•        the acquisition or disposition of significant mineral rights, other real property or water rights outside of the area of interest as set forth in the Operating Agreement or outside of the ordinary course of business;

•        the merger of RTMD into or with any other entity; and

•        the sale of all or substantially all of RTMD’s assets.

Any future dilution of TMRC’s membership interest in RTMD below 15% will adversely impact its input with respect to certain RTMD corporate actions, which could adversely affect it.

TMRC has relied on an exclusion from the definition of “investment company” in order to avoid being subject to the Investment Company Act of 1940. To the extent the nature of TMRC’s business changes in the future or its reliance on the exclusion is misplaced, TMRC may become subject to the requirements of the 1940 Act, which would limit its business operations and require it to spend significant resources in order to comply with the 1940 Act.

The 1940 Act defines an “investment company,” among other things, as an issuer that is engaged in the business of investing, reinvesting, owning, holding or trading in securities and owns investment securities having a value exceeding 40 percent of the issuer’s unconsolidated assets, excluding cash items and securities issued by the federal government. However, the 1940 Act excludes from this definition any company substantially all of whose business consists of owning or holding oil, gas or other mineral royalties or leases or fractional interests therein, or certificates of interest or participation relating to such mineral royalties or leases. TMRC believes that it satisfies this mineral company exception to the definition of “investment company.” If TMRC’s reliance on the mineral company exclusion from the definition of investment company is misplaced, it may have been in violation of the 1940 Act, the consequences of which can be significant. For example, investment companies that fail to register under the 1940 Act are prohibited from conducting business in interstate commerce, which includes selling securities or entering into other contracts in interstate commerce. Section 47(b) of the 1940 Act provides that a contract made, or whose performance involves, a violation of the 1940 Act is unenforceable by either party unless a court finds that enforcement would produce a more equitable result than non-enforcement. Similarly, a court may not deny rescission to any party seeking to rescind a contract that violates the 1940 Act, unless the court finds that denial of rescission would produce a more equitable result than granting rescission. Accordingly, for example, any investor who purchases TMRC’s securities during any period in which it was required to register as investment company may seek to rescind their subscriptions.

If in the future the nature of TMRC’s business changes, or a regulatory agency would disagree with its analysis regarding the exclusion from the 1940 Act, such that the mineral company exception to the threshold definition of investment company is not available to it, TMRC will be required to register as an investment company with the SEC. The ramifications of becoming an investment company, both in terms of the restrictions it would have on TMRC and the cost of compliance, would be significant. For example, in addition to expenses related to initially registering as an investment company, the 1940 Act also imposes various restrictions with regard to TMRC’s ability to enter into affiliated transactions, the diversification of its assets and its ability to borrow money. If TMRC became subject to

the 1940 Act at some point in the future, its ability to continue pursuing its business plan would be severely limited as it would be significantly more difficult for it to raise additional capital in a manner that would comply with the requirements of the 1940 Act. To the extent TMRC is unable to raise additional capital, it may be forced to discontinue its operations or sell or otherwise dispose of its mineral assets.

Risks Related to TMRC’s Business, Including Being an Owner of a Minority Membership Interest in a Mineral Project Being Operated by RTMD

TMRC’s financial statements have been prepared assuming that it will continue as a going concern.

TMRC’s financial statements have been prepared assuming that it will continue as a going concern. TMRC has an accumulated deficit from inception through August 31, 2025, of approximately $45,110,000, has yet to achieve profitable operations, and projects further losses in the development of its business. At August 31, 2025, TMRC had a working capital surplus of approximately $506,000; however its ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due.

TMRC does not have sufficient capital to fund any cash calls expected during the fiscal year ending August 31, 2026 or thereafter. Moreover, TMRC only has sufficient cash to fund expected general and administrative expenses and related costs through August 31, 2026. TMRC has not been informed by RTMD of the estimated budget for the 12 months ending August 31, 2026. During the fiscal year ended August 31, 2025, TMRC did not fund its $631,042 portion of the $3,304,829 total cash call by RTMD, and elected to incur dilution to its RTMD membership interest which as of August 31, 2025 was approximately 18.8%. Subsequent thereto, TMRC received cash calls for September, October and November 2025 which resulted in the dilution of its Round Top membership to approximately 18.7% as of December 31, 2025. The failure of TMRC to make required cash calls to RTMD during the remainder of its 2026 fiscal year will result in further dilution to its membership interest. TMRC currently expects to incur continued dilution to its membership interest in Round Top rather than to fund its cash call obligations during the fiscal year ending August 31, 2026. TMRC has sufficient cash to fund general and administrative expenses and related costs through August 31, 2026. There can be no assurance that TMRC will be able to raise the necessary capital to fund its cash calls (if it determines not to continue to incur dilution) and expected general and administrative expenses and related costs subsequent to August 31, 2026. TMRC has no firm commitments for equity or debt financing and any financing that may be obtained will be on a best efforts basis. Based on these factors, there is substantial doubt as to TMRC’s ability to continue as a going concern for a period of twelve months from the issuance date of its financial statements. The failure to obtain sufficient financing may cause TMRC to curtail, cease or discontinue operations.

TMRC has a history of losses and will require additional financing to fund operations. Failure to obtain additional financing could have a material adverse effect on its financial condition and results of operation and could cast uncertainty on its ability to continue as a going concern in future periods.

During the fiscal year ended August 31, 2025, TMRC had no revenues. For the fiscal year ended August 31, 2025, its net loss was approximately $1,933,000 and its accumulated deficit at August 31, 2025 was approximately $45,110,000. At August 31, 2025, its cash position was approximately $590,000 and its working capital surplus was approximately $506,000. RTMD has not commenced commercial production on any of its mineral properties, and there can be no assurance that the Round Top Project will ever commence commercial production.

During the fiscal year ending August 31, 2026, it is likely that USAR will be required to fund TMRC’s portion of the current RTMD Budget to optimize the leaching and developing of the CIX/CIC processing of the Round Top Project, based on TMRC’s current cash position (which will result in dilution to TMRC’s membership interest in RTMD). Initial process design work has been carried out at USAR’s facility in Wheat Ridge, Colorado. It is estimated that the Round Top Project will require additional time and further expenditure to complete a bankable feasibility study, if at all.

TMRC will likely continue to elect to incur dilution to its RTMD membership interest in lieu of providing cash payments to fund its portion of the RTMD Budget, as it does not have sufficient capital to fund any cash calls during the fiscal year ending August 31, 2026 or thereafter. TMRC lacks sufficient capital to fund general and administrative expenses subsequent to August 31, 2026, as its current capital resources only cover expected general and administrative expenditures through August 31, 2026. There can be no assurance that TMRC will be able to raise additional capital to

fund its operations subsequent to August 31, 2026 (or earlier if necessary). TMRC’s failure to fund its portion of the RTMD Budget during this current fiscal year and/or thereafter will result in the continued dilution of its membership interest in RTMD (approximately 18.7% as of December 31, 2025), which dilution during this current fiscal year and/or thereafter could be significant, and the failure to fund general and administrative expenses subsequent to August 31, 2026 would likely cause TMRC to curtail or cease its operations. The most likely source of future financing presently available to TMRC is through the sale of its securities, of which there is no assurance that it will be able to raise additional capital on reasonable terms, if at all. Any sale of TMRC Shares to raise capital will result in dilution of equity ownership to existing stockholders. This means that if TMRC sells TMRC Shares, more shares will be outstanding and each existing stockholder will own a smaller percentage of the shares then outstanding. Additionally, the actual or perceived sale of additional TMRC Shares could have the effect of decreasing TMRC’s stock price, which would further exacerbate dilution to existing shareholders (as well as negatively impacting the dilution calculation of TMRC’s membership interest in RTMD). Alternatively, TMRC may rely on debt financing and assume debt obligations that require it to make substantial interest and principal payments. Also, TMRC may issue or grant warrants or options in the future pursuant to which additional TMRC Shares may be issued. Exercise of such warrants or options will result in dilution of equity ownership to TMRC’s existing stockholders. TMRC has no firm commitments with respect to obtaining equity or debt financing and, accordingly, it will be reliant upon a best efforts financing strategy. The failure to obtain sufficient financing in this current fiscal year (or subsequent thereto) will result in the continued dilution of TMRC’s membership interest in RTMD (which could be significant) and will likely cause it to curtail or discontinue operations if it is unable to fund general and administrative expenses after August 2026.

TMRC has a limited operating history on which to base an evaluation of its business and properties.

Any investment in TMRC should be considered a high-risk investment because investors will be placing funds at risk in an early stage, under-capitalized business with unforeseen costs, expenses, competition, a history of operating losses and other problems to which start-up ventures are often subject. Investors should not invest in TMRC unless they can afford to lose their entire investment. Your investment must be considered in light of the risks, expenses, and difficulties encountered in establishing a new business in a highly competitive and mature industry. TMRC’s operating history has been restricted to the sampling of the Round Top Project and this does not provide a meaningful basis for an evaluation of the Round Top Project. Other than through conventional and typical exploration methods and procedures, TMRC has no additional way to evaluate the likelihood of whether the Round Top Project contains commercial quantities of mineral reserves or, if it does, that it will be operated successfully. TMRC anticipates that it will continue to incur operating costs in the form of cash calls in connection with its approximately 18.7% (as of December 31, 2025) membership interest in RTMD without realizing any revenues during the foreseeable future. If TMRC continues to satisfy its RTMD cash call obligations through dilution to its then current membership interest, then it will incur continued dilution to its membership interest, which could be significant. Substantially all of TMRC’s business consists of owning such minority membership interest in RTMD as of the date of this proxy statement/prospectus.

The Round Top Project is in the exploration stage. There is no assurance that RTMD can establish the existence of any mineral reserve from the Round Top Project in commercially exploitable quantities. Until then, TMRC cannot earn any revenues from the Round Top Project, and our business could fail.

TMRC has not established that the Round Top Project contains any commercial exploitable quantities of mineral reserve, nor can there be any assurance that TMRC will be able to do so. The probability of the Round Top Project ever having a commercial exploitable mineral reserve is uncertain. Even if TMRC does eventually discover commercial exploitable quantities of mineral reserve on the Round Top Project, there can be no assurance that it can be developed into a producing mine and extract those minerals. Both mineral exploration and development involve a high degree of risk and few properties, which are explored, are ultimately developed into producing mines.

The commercial viability of an established mineral deposit will depend on a number of factors including, by way of example, the size, grade and other attributes of the mineral deposit, the proximity of the deposit to infrastructure such as a smelter, roads and a point for shipping, government regulation and market prices. Most of these factors will be beyond TMRC’s control, and any of them could increase costs and make extraction of any identified mineral deposit unprofitable.

Even if commercial viability of a mineral deposit is established, it may take several years in the initial phases of drilling until production is possible, during which time the economic feasibility of production may change. Substantial expenditures are required to establish proven and probable reserves through drilling and bulk sampling, to determine the optimal metallurgical process to extract the metals from the ore and, in the case of new properties, to construct mining and processing facilities. Because of these uncertainties, no assurance can be given that TMRC’s exploration programs will result in the establishment or expansion of a mineral deposit or reserves.

The Round Top Project is a high risk project and investors should not make an investment in TMRC unless you have the ability to lose your entire investment.

There is no history of producing metals from the Round Top Project.

There is no history of producing metals from the Round Top Project. The Round Top Project is an exploration stage property in the early stage of exploration and evaluation. Advancing properties from exploration into the development stage requires significant capital and time, and successful commercial production from the Round Top Project, if any, will be subject to completing feasibility studies, permitting and construction of the mine, processing plants, roads, and other related works and infrastructure. As a result, TMRC is subject to all of the risks associated with developing and establishing new mining operations and business enterprises including:

•        completion of feasibility studies to verify reserves and commercial viability, including the ability to find sufficient REE reserves to support a commercial mining operation;

•        the timing and cost, which can be considerable, of further exploration, preparing feasibility studies, permitting and construction of infrastructure, mining and processing facilities;

•        the availability and costs of drill equipment, exploration personnel, skilled labor and mining and processing equipment, if required;

•        the availability and cost of appropriate smelting and/or refining arrangements, if required, and securing a commercially viable sales outlet for products;

•        compliance with environmental and other governmental approval and permit requirements;

•        the availability of funds to finance exploration, development and construction activities, as warranted;

•        potential opposition from non-governmental organizations, environmental groups, local groups or local inhabitants which may delay or prevent development activities;

•        dilution to TMRC’s membership interest in RTMD, which could be significant;

•        potential increases in exploration, construction and operating costs due to changes in the cost of fuel, power, materials and supplies; and

•        potential shortages of mineral processing, construction and other facilities related supplies.

The costs, timing and complexities of exploration, development and construction activities may be increased by the location of the Round Top Project (or other properties that may subsequently be acquired) and demand by other mineral exploration and mining companies. It is common in exploration programs to experience unexpected problems and delays during drill programs and, if warranted, development, construction and mine start-up activities. Accordingly, RTMD’s activities may not result in profitable mining operations and RTMD may not succeed in establishing mining operations or profitably producing metals with respect to the Round Top Project. This is a high risk project and investors should not make an investment in TMRC unless you have the ability to lose your entire investment.

If RTMD establishes the existence of a mineral reserve in the Round Top Project in a commercially exploitable quantity, of which there can be no assurance, TMRC will require additional capital in order to maintain its current membership interest in RTMD and fund its proportionate costs to develop the property into a producing mine. If TMRC cannot raise this additional capital, its membership interest in RTMD will be diluted, its membership interest will lose value, and TMRC could fail.

RTMD will be required to expend significant funds to determine if there exist mineral reserves in commercially exploitable quantities in the Round Top Project, and then RTMD will be required to expend substantial additional sums of money to establish the extent of the reserve, develop processes to extract it and develop extraction and processing facilities and infrastructure. Each of USAR OpCo and TMRC, as the members of RTMD, will likely need to fund such expenditure. TMRC’s failure to raise capital to fund its portion of future cash calls will result in its membership interest in RTMD being further diluted. RTMD does not have adequate capital to fund expenditures at the project level, therefore requiring the members to fund cash calls based upon TMRC’s current ownership interests in RTMD and it can elect to satisfy its cash call obligations through incurring dilution to its RTMD membership interest. There is no assurance that any RTMD project level financing can ever be obtained, which will depend initially upon obtaining a preliminary feasibility study which has not been obtained to date and of which there can be no assurance that such a preliminary feasibility study will be obtained. As such, there is no assurance that, either at the member level or project level, the necessary financing can be obtained to develop necessary facilities and infrastructure to accomplish TMRC’s goals. Although RTMD may derive substantial benefits from the discovery of a mineral deposit, there can be no assurance that such a deposit will be large enough to justify commercial operations, nor can there be any assurance that RTMD will be able to raise the funds at the RTMD level required for development on a timely basis. If RTMD cannot raise the necessary capital at the RTMD level or complete the necessary facilities and infrastructure, cash calls from the members will continue and if TMRC can’t fund its portion, its membership interest in TMRC will continue to be diluted (which dilution could be significant) and/or TMRC’s business may fail and your investment in TMRC Shares will be lost. TMRC’s membership interest was approximately 18.7% as of December 31, 2025, and it should be expected that TMRC’s membership interest in RTMD will be further diluted during this current fiscal year.

TMRC’s exploration activities may not be commercially successful.

TMRC’s long-term success depends on its ability to identify mineral deposits in the Round Top Project or other properties it may acquire, if any, that it can then develop into commercially viable mining operations. TMRC’s belief that the Round Top Project contains commercially exploitable minerals has been based solely on preliminary tests that RTMD has conducted and data provided by third parties (including USAR). There can be no assurance that the tests and data upon which TMRC has relied is correct or accurate and, accordingly, there is no assurance that the Round Top Project contains commercially exploitable minerals. Moreover, mineral exploration is highly speculative in nature, involves many risks and is frequently non-productive. Unusual or unexpected geologic formations and the inability to obtain suitable or adequate machinery, equipment or labor are risks involved in the conduct of exploration programs. The success of mineral exploration and development is determined in part by the following factors:

•        the identification of potential mineralization based on analysis;

•        the availability of exploration permits;

•        the quality of TMRC’s management and TMRC’s geological and technical expertise; and

•        the capital available for exploration.

Substantial expenditures and time are required to establish existing proven and probable reserves through drilling and analysis, to develop metallurgical processes to extract metal, and to develop the mining and processing facilities and infrastructure at any site chosen for mining. Whether a mineral deposit will be commercially viable depends on a number of factors, which include, without limitation, the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices, which fluctuate widely; and government regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, allowable production, importing and exporting of minerals and environmental protection. Any one or a combination of these factors may result in TMRC not receiving a return on our investment in RTMD or any other mineral project TMRC may pursue. The decision to abandon a project will have an adverse effect on the market value of TMRC’s securities and its ability, if any, to raise future financing. Accordingly, there can be no assurance that TMRC’s exploration activities will be commercially successful.

Increased costs could affect TMRC’s financial condition.

TMRC anticipates that costs at the Round Top Project if and as it may be developed, if warranted, will frequently be subject to variation from one year to the next due to a number of factors, such as changing ore grade, metallurgy and revisions to mine plans, if any, in response to the physical shape and location of the ore body. In addition, costs are affected by the price of commodities such as fuel, rubber, and electricity. Such commodities are at times subject to volatile price movements, including increases that could make production at certain operations less profitable. A material increase in costs at any significant location could have a significant effect on operations at the Round Top Project as well as RTMD member funding requirements.

Macroeconomic conditions, and domestic and global political turbulence could have a materially adverse impact on TMRC’s business, financial condition, or results of operations.

Macroeconomic conditions, such as high inflation, changes to monetary policy, high interest rates, volatile currency exchange rates, decreasing consumer confidence and spending, tariffs and other economic measures implemented or to be adopted by The Trump Administration and global or local recessions could negatively impact TMRC’s business, financial condition, or results of operations. Recent macroeconomic conditions have been and likely will continue to be adversely impacted by political instability and military hostilities in multiple geographies (including the ongoing conflict between Ukraine and Russia and the conflict in the Middle East). The results of these macroeconomic conditions, and the actions taken by governments and consumers in response, have, and may continue to, result in higher inflation and higher interest rates in the U.S. and globally, which may, in turn, lead to an increase in costs and cause changes in fiscal and monetary policy, including additional increased interest rates.

There is no assurance that TMRC will enter into any agreement with respect to the potential Alhambra project owned by Santa Fe or that this project will proceed.

While TMRC has entered into a mineral exploration and option agreement with Santa Fe, there is no assurance TMRC will enter into a formal joint venture agreement or otherwise pursue this project. Even if TMRC enters into a formal joint venture agreement with Santa Fe, there is no assurance that this project will be economically feasible, that exploration will be successful or that this project will be a commercial success. TMRC is currently pursuing financing sources for this project and there can be no assurance that TMRC will be able to arrange and procure necessary financing to commercially exploit a silver property currently held by Santa Fe within the Black Hawk Mining District in Grant County, New Mexico. The status of TMRC’s electromagnetic surveying and testing with respect to this project is preliminary in nature and there can be no assurance that this project will proceed or that results will be positive. There can be no assurance that TMRC will have the financial resources to continue to fund exploration activities in future periods, thus jeopardizing the continuation of the option. There is no assurance that this project will ever materialize.

There is no assurance that the Steeple Rock non-binding letter of intent will result in a definitive agreement or result in materialization of a possible mining venture.

There can be no assurance that entry into the Steeple Rock non-binding letter of intent will result in a definitive agreement or, if a definitive agreement is reached, the potential project will proceed on the preliminary and general terms as currently contemplated. Legal, regulatory, business and financial diligence, along with the procurement of necessary capital to proceed with this potential project in an amount to be determined (of which there can be no assurance the necessary capital can be procured to proceed with this potential project), will need to be satisfactorily completed by the parties, as well as other customary conditions and approvals. As such, there can be no assurance that this possible mining venture will ever materialize.

Licensing and permitting of mining operations in the State of New Mexico is difficult and could have a material effect on the length of time and cost of securing the required permits.

Regulatory agencies governing permitting include the New Mexico Mining and Minerals Division of the State of New Mexico, New Mexico Environmental Department, New Mexico Office of the State Engineer, the US Forest Service, the US Fish and Wildlife Service, the EPA, Mine Safety and Health Administration and Grant County, New Mexico. The Permitting process is also vulnerable to the influence of various non-governmental organizations hostile to mining. Accordingly, there is no assurance that TMRC will be able to obtain the necessary permits with respect to the Alhambra project, either at the state or federal level.

A shortage of equipment and supplies could adversely affect our ability to operate our business.

RTMD is and will be dependent on various supplies and equipment to carry out mining exploration and, if warranted, development operations. The shortage and/or costs of such supplies, equipment and parts could have a material adverse effect on the ability to carry out RTMD’s operations and therefore limit or increase the cost of production.

Mining and mineral exploration is inherently dangerous and subject to conditions or events beyond TMRC’s control, which could have a material adverse effect on its business and plans.

Mining and mineral exploration involves various types of risks and hazards, including:

•        environmental hazards;

•        power outages;

•        metallurgical and other processing problems;

•        unusual or unexpected geological formations;

•        personal injury, flooding, fire, explosions, cave-ins, landslides and rock-bursts;

•        inability to obtain suitable or adequate machinery, equipment, or labor;

•        metals losses;

•        fluctuations in exploration, development and production costs;

•        labor disputes;

•        unanticipated variations in grade;

•        mechanical equipment failure; and

•        periodic interruptions due to inclement or hazardous weather conditions.

These risks could result in damage to, or destruction of, the Round Top Project, production facilities or other properties, personal injury, environmental damage, delays in mining, increased production costs, monetary losses and possible legal liability. RTMD may not be able to obtain insurance to cover these risks at economically feasible premiums. Insurance against certain environmental risks, including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from production, may be prohibitively expensive. RTMD may suffer a material adverse effect on its business if not covered by insurance policies.

The figures for mineralization are estimates based on interpretation and assumptions and may yield less mineral production under actual conditions than is currently estimated.

Unless otherwise indicated, mineralization figures presented in this proxy statement/prospectus and in TMRC’s and USAR’s filings with securities regulatory authorities, press releases and other public statements that may be made from time to time are based upon estimates made by independent geologists and internal geologists. When making determinations about whether to advance to development any project that TMRC has or may have interest in, TMRC will be reliant upon such estimated calculations as to the mineral reserves and grades of mineralization on its properties. Until ore is actually mined and processed, mineral reserves and grades of mineralization must be considered as estimates only. All resource and grade estimates are based one validated analytical methods. However, any procedure for analyzing small amounts of metals in a chemically complex matrix may be subject to error and other uncertainties.

Estimates made to date rely on geophysical data, and geophysics is an indirect method of exploration and must be verified by drilling and underground investigation. Additionally, estimates can be imprecise and depend upon geological interpretation and statistical inferences drawn from drilling and sampling analysis, which may prove to be unreliable. TMRC cannot assure you that:

•        these interpretations and inferences will be accurate;

•        mineralization estimates will be accurate; or

•        this mineralization can be mined or processed profitably.

Investors should not rely upon any such figures in making an investment decision to acquire TMRC Shares.

The Round Top Project operations may contain significant uninsured risks which could negatively impact future profitability.

Any exploration of the Round Top Project will be subject to certain risks, including unexpected or unusual operating conditions including rock bursts, cave -ins, flooding, fire and earthquakes. It is not always possible to insure against these risks. Should events such as these arise, they could reduce or eliminate TMRC’s investment in RTMD as well as result in increased costs and a decline in the value of TMRC’s investment in RTMD.

Mineral operations are subject to market forces outside of TMRC’s control which could negatively impact it.

The marketability of minerals is affected by numerous factors beyond TMRC’s control including market fluctuations, government regulations and trade policies relating to prices, taxes, tariffs, royalties, allowable production, imports, exports and supply and demand. One or more of these risk elements could have an impact on the costs of the Round Top Project operations and, if significant enough, could impact TMRC’s investment in RTMD.

TMRC may be adversely affected by fluctuations in demand for, and prices of, rare earth minerals and products.

TMRC’s goal is for RTMD to derive revenues, if any (and of which there can be no assurance), from the sale of rare earth and related minerals by RTMD. Changes in demand for, and the market price of, these minerals could significantly affect TMRC. The value and price of TMRC Shares and its financial results may be significantly adversely affected by declines in the prices of rare earth minerals and products. Rare earth minerals and product prices may fluctuate and are affected by numerous factors beyond TMRC’s control such as interest rates, exchange rates, tariffs and other economic measures, inflation or deflation, fluctuation in the relative value of the U.S. dollar against foreign currencies on the world market, global and regional supply and demand for rare earth minerals and products, and the political and economic conditions of countries (including specifically China and the U.S.’s relationship and trade policies with China at any given time) that produce rare earth minerals and products.

A prolonged or significant economic contraction in the United States or worldwide could put further downward pressure on market prices of rare earth minerals and products. Protracted periods of low prices for rare earth minerals and products could significantly reduce any future revenues and the availability of required development funds in the future. This could cause substantial reductions to, or a suspension of, REO production operations, impair asset values and if reserves are established on our prospects, reduce TMRC’s proven and probable rare earth ore reserves.

In contrast, extended periods of high commodity prices may create economic dislocations that may be destabilizing to rare earth minerals supply and demand and ultimately to the broader markets. Periods of high rare earth mineral market prices generally are beneficial to TMRC. However, strong rare earth mineral prices also create economic pressure to identify or create alternate technologies that ultimately could depress future long-term demand for rare earth minerals and products, and at the same time may incentivize development of otherwise marginal mining properties.

Permitting, licensing and approval processes are required for the operations at the Round Top Project and obtaining and maintaining required permits and licenses is subject to conditions which may be unable to be achieved.

Both mineral exploration and extraction at the Round Top Project requires permits from various federal, state, provincial and local governmental authorities and are governed by laws and regulations, including those with respect to prospecting, mine development, mineral production, transport, export, taxation, labor standards, occupational health,

waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Permits known to be required are (i) an operating plan for the conduct of exploration and development approved by the GLO, (ii) an operating plan for production approved by the GLO, (iii) various reporting to and approval by the Texas Railroad Commission regarding drilling and plugging of drill holes, and (v) reporting to and compliance with regulations of the Texas Commission of Environmental Quality. If RTMD recovers uranium at the Round Top Project, it will be required to obtain a source material license from the United States Nuclear Regulatory Commission. RTMD may also be subject to the reporting requirements and regulations of the Texas Department of Health. Such licenses and permits are subject to changes in regulations and changes in various operating circumstances. Companies that engage in exploration activities often experience increased costs and delays in production and other schedules as a result of the need to comply with applicable laws, regulations and permits. Issuance of permits for the Round Top Project activities is subject to the discretion of government authorities, and RTMD may be unable to obtain or maintain such permits. Permits required for future exploration or development may not be obtainable on reasonable terms or on a timely basis. There can be no assurance that RTMD will be able to obtain or maintain any of the permits required for the continued exploration or development of the Round Top Project (or any other of TMRC’s mineral properties that it may subsequently acquire) or for the construction and operation of a mine on its properties that it may subsequently acquire at economically viable costs. If RTMD cannot accomplish these objectives, the business of RTMD could face difficulty and/or fail, adversely affecting TMRC as a member.

RTMD is subject to significant governmental regulations, which affect its operations and costs of conducting its business.

RTMD’s current and future operations are and will be governed by laws and regulations, including:

•        laws and regulations governing mineral concession acquisition, prospecting, development, mining and production;

•        laws and regulations related to economic measures and tariffs, exports, taxes and fees;

•        labor standards and regulations related to occupational health and mine safety;

•        environmental standards and regulations related to waste disposal, toxic substances, land use and environmental protection; and

•        other matters.

Corporations engaged in exploration activities often experience increased costs and delays in production and other schedules as a result of the need to comply with applicable laws, regulations and permits. Failure to comply with applicable laws, regulations and permits may result in enforcement actions, including the forfeiture of claims, orders issued by regulatory or judicial authorities requiring operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or costly remedial actions. RTMD may be required to compensate those suffering loss or damage by reason of its mineral exploration activities and may have civil or criminal fines or penalties imposed for violations of such laws, regulations and permits.

Existing and possible future laws, regulations and permits governing operations and activities of exploration companies, or more stringent implementation, could have a material adverse impact on RTMD’s business and cause increases in capital expenditures or require abandonment or delays in exploration.

Regulations and pending legislation governing issues involving climate change could result in increased operating costs, which could have a material adverse effect on RTMD as well as any other business in which TMRC engages.

A number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to various climate change interest groups and the potential impact of climate change. However, legislation and increased regulation regarding climate change could impose significant costs on RTMD, TMRC’s venture partners and its suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting and other costs to comply with such regulations. Any adopted future climate change regulations could also negatively impact the ability to compete with companies situated in areas not subject to such limitations. Given the emotion, political significance and uncertainty around the impact of climate change and how it should be dealt with, TMRC cannot predict how legislation and regulation will affect its financial condition, operating performance and ability to compete. Furthermore, even without such regulation, increased awareness and any adverse publicity in the

global marketplace about potential impacts on climate change by TMRC or other companies in its industry could harm TMRC’s reputation. The potential physical impacts of climate change on TMRC’s operations are highly uncertain, and would be particular to the geographic circumstances in areas in which TMRC operates. These may include changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperatures. These impacts may adversely impact the cost, production and financial performance of the Round Top Project operations or any other mineral projects TMRC may pursue.

Exploration and development activities are subject to environmental risks, which could expose RTMD to significant liability and delay, suspension or termination of our operations.

The exploration, possible future development and production phases of RTMD’s business will be subject to federal, state and local environmental regulation. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set out limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation has generally evolved in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments, and a heightened degree of responsibility for companies and their officers, directors and employees, although it is unclear how the Trump Administration will enforce or if the Trump Administration will alter current environmental regulations. Future changes in environmental regulations, if any, may adversely affect operations. If RTMD fails to comply with any of the applicable environmental laws, regulations or permit requirements, it could face regulatory or judicial sanctions. Penalties imposed by either the courts or administrative bodies could delay or stop operations or require a considerable capital expenditure. Although RTMD intends to comply with all environmental laws and permitting obligations in conducting its business, there is a possibility that those opposed to exploration and mining will attempt to interfere with its operations, whether by legal process, regulatory process or otherwise.

Environmental hazards unknown to RTMD, which have been caused by previous or existing owners or operators of the properties, may exist on the properties comprising the Round Top Project. It is possible that these properties could be located on or near the site of a Federal Superfund cleanup project; as such, it is possible that environmental cleanup or other environmental restoration procedures could remain to be completed or mandated by law, causing unpredictable and unexpected liabilities to arise.

The Comprehensive Environmental, Response, Compensation, and Liability Act (“CERCLA”), and comparable state statutes, impose strict, joint and several liability on current and former owners and operators of sites and on persons who disposed of or arranged for the disposal of hazardous substances found at such sites. It is not uncommon for the government to file claims requiring cleanup actions, demands for reimbursement for government-incurred cleanup costs, or natural resource damages, or for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by hazardous substances released into the environment. The Federal Resource Conservation and Recovery Act (“RCRA”), and comparable state statutes, govern the disposal of solid waste and hazardous waste and authorize the imposition of substantial fines and penalties for noncompliance, as well as requirements for corrective actions. CERCLA, RCRA and comparable state statutes can impose liability for clean-up of sites and disposal of substances found on exploration, mining and processing sites long after activities on such sites have been completed.

The Clean Air Act, as amended, restricts the emission of air pollutants from many sources, including mining and processing activities. Mining operations may produce air emissions, including fugitive dust and other air pollutants from stationary equipment, storage facilities and the use of mobile sources such as trucks and heavy construction equipment, which are subject to review, monitoring and/or control requirements under the Clean Air Act and state air quality laws. New facilities may be required to obtain permits before work can begin, and existing facilities may be required to incur capital costs in order to remain in compliance. In addition, permitting rules may impose limitations on production levels or result in additional capital expenditures in order to comply with the rules.

The National Environmental Policy Act (“NEPA”) requires federal agencies to integrate environmental considerations into their decision-making processes by evaluating the environmental impacts of their proposed actions, including issuance of permits to mining facilities, and assessing alternatives to those actions. If a proposed action could significantly affect the environment, the agency must prepare a detailed statement known as an Environmental Impact Statement (“EIS”). The U.S. Environmental Protection Agency (“EPA”), other federal agencies, and any interested

third parties will review and comment on the scoping of the EIS and the adequacy of and findings set forth in the draft and final EIS. This process can cause delays in issuance of required permits or result in changes to a project to mitigate its potential environmental impacts, which can in turn impact the economic feasibility of a proposed project.

The Clean Water Act (“CWA”), and comparable state statutes, impose restrictions and control on the discharge of pollutants into waters of the United States. The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA or an analogous state agency. The CWA regulates storm water at mining facilities and requires a storm water discharge permit for certain activities. Such a permit requires the regulated facility to monitor and sample storm water run-off from its operations. The CWA and regulations implemented thereunder also prohibit discharges of dredged and fill material in wetlands and other waters of the United States unless authorized by an appropriately issued permit. The CWA and comparable state statutes provide for civil, criminal and administrative penalties for unauthorized discharges of pollutants and impose liability on parties responsible for those discharges for the costs of cleaning up any environmental damage caused by the release and for natural resource damages resulting from the release.

The Safe Drinking Water Act (“SDWA”) and the Underground Injection Control (“UIC”) program promulgated thereunder, regulate the drilling and operation of subsurface injection wells. EPA directly administers the UIC program in some states and in others the responsibility for the program has been delegated to the state. The program requires that a permit be obtained before drilling a disposal or injection well. Violation of these regulations and/or contamination of groundwater by mining related activities may result in fines, penalties, and remediation costs, among other sanctions and liabilities under the SWDA and state laws. In addition, third party claims may be filed by landowners and other parties claiming damages for alternative water supplies, property damages, and bodily injury.

RTMD could be subject to environmental lawsuits.

Neighboring landowners and other third parties could file claims based on environmental statutes and common law for personal injury and property damage allegedly caused by the release of hazardous substances or other waste material into the environment on or around the Round Top Project. There can be no assurance that any defense of such claims will be successful. A successful claim against RTMD could have an adverse effect on not only RTMD, but TMRC and its business prospects, financial condition and results of operation.

Land reclamation requirements for the Round Top Project may be burdensome and expensive.

Although variability exists by location and the governing authority, land reclamation requirements are generally imposed on mineral exploration companies (as well as companies with mining operations) in order to minimize long term effects of land disturbance.

Reclamation may include requirements to:

•        control dispersion of potentially deleterious effluents;

•        treat ground and surface water to drinking water standards; and

•        reasonably re-establish pre-disturbance land forms and vegetation.

In order to carry out reclamation obligations imposed on RTMD in connection with potential development activities, RTMD must allocate financial resources that might otherwise be spent on further exploration and development programs. RTMD plans to set up a provision for its reclamation obligations on its properties, as appropriate, but this provision may not be adequate. If RTMD is required to carry out unanticipated reclamation work, its financial position could be adversely affected. In accordance with GLO lease/prospecting permits, all the areas impacted by the surface operations shall be reclaimed upon completion of the activity, including (a) removal of all trash, debris, plastic and contaminated soil by off-site disposal, and (b) upon completion of surface grading, the soil surface shall be left in a roughened condition to negate wind and enhance water infiltration.

Mining presents potential health risks; payment of any liabilities that arise from these health risks may adversely impact RTMD.

Complying with health and safety standards will require additional expenditure on testing and the installation of safety equipment. Moreover, inhalation of certain minerals can result in specific potential health risks. Symptoms of these associated diseases may take years to manifest. Failure to comply with health and safety standards could result in statutory penalties and civil liability. RTMD does not currently maintain any insurance coverage against these health risks. The payment of any liabilities that arise from any such occurrences could have a material, adverse impact on RTMD.

There may be challenges to the title of the Round Top Project or any other mineral properties that TMRC may acquire.

TMRC expect that any additional properties to be acquired by RTMD or by TMRC (with respect to any other opportunities) will be by unpatented claims or by lease from those owning the property. The lease of the Round Top Project property was issued by the State of Texas. The validity of title to many types of natural resource property depends upon numerous circumstances and factual matters (many of which are not discoverable of record or by other readily available means) and is subject to many uncertainties of existing law and its application. TMRC cannot assure you that the validity of RTMD’s titles to its properties or TMRC’s title to properties it may purchase in the future will be upheld or that third parties will not otherwise invalidate those rights. In the event the validity of RTMD’s or TMRC’s titles with respect to any future properties are not upheld, such an event would have a material adverse effect on RTMD and RTMD.

Increased competition could adversely affect TMRC’s ability to attract necessary capital funding or acquire suitable producing properties or prospects for mineral exploration in the future.

The mining industry is intensely competitive. Significant competition exists for the acquisition of properties producing or capable of producing, REE or other metals. TMRC likely is at a competitive disadvantage in acquiring additional mining properties because it must compete with other individuals and companies, most of which have greater financial resources, operational experience and technical capabilities than TMRC. TMRC may also encounter increasing competition from other mining companies in its efforts to hire experienced mining professionals. Competition for exploration resources at all levels is currently very intense, particularly affecting the availability of manpower, drill rigs, mining equipment and production equipment. Increased competition could adversely affect TMRC’s ability to attract necessary capital funding or acquire suitable producing properties or prospects for mineral exploration in the future.

RTMD competes with larger, better capitalized competitors in the mining industry.

The mining industry is competitive in all of its phases, including financing, technical resources, personnel and property acquisition. RTMD will require significant capital, technical resources, personnel and operational experience to effectively compete in the mining industry. Because of the high costs associated with exploration, the expertise required to analyze a project’s potential and the capital required to develop a mine, larger companies with significant resources may have a competitive advantage over RTMD. RTMD faces strong competition from other mining companies, some with greater financial resources, operational experience and technical capabilities. As a result of this competition, neither RTMD nor TMRC may be able to acquire financing, personnel, technical resources or attractive mining properties on acceptable terms, if at all.

TMRC could be adversely impacted as a result of future cybersecurity threats.

TMRC has not established specific processes for assessing, identifying and managing material risks from cybersecurity threats. While TMRC has not experienced, to our knowledge, any material cybersecurity threats to date, there is no assurance that we will not be adversely impacted as a result of any future cybersecurity threat.

Current economic conditions and capital markets are subject to fluctuations which could adversely affect TMRC’s ability to access the capital markets, and thus adversely affect its business and liquidity.

The current economic conditions are in a state of flux that could have a negative impact on TMRC’s ability to access the capital markets, and thus have a negative impact on its business and liquidity. TMRC currently faces the macroeconomic headwinds of inflation and high interest rates. Furthermore, it is unclear how global hostilities will impact TMRC’s business. TMRC’s ability to access the capital markets has been and continues to be severely restricted at a time when it needs to access such markets, which could have a negative impact on its business plans. Even if TMRC is able to raise capital, it may not be at a price or on terms that are favorable. TMRC cannot predict the occurrence of future financial disruptions or how long the current market conditions may continue. It should be expected that TMRC will have difficulty to raise funds, if it is even able to raise funds at all, and any such capital raises will be dilutive to current stockholders (which dilution could be significant).

Our resources may not be sufficient to manage our existing business as well as any growth; failure to properly manage our existing business will be detrimental.

We believe that we have sufficient capital to fund general and administrative expenses and related costs through August 2026, but not thereafter. Accordingly, we may fail to adequately manage our current business. Furthermore, any growth in our operations, of which there can be no assurance as the result of our lack of sufficient capital, will place a significant strain on our administrative, financial and operational resources, and increase demands on our management and on our operational and administrative systems, controls and other resources. We cannot assure you that our existing personnel, systems, procedures or controls will be adequate to support our current operations or operations in the future or that we will be able to successfully implement appropriate measures consistent with any growth. We may have to implement new operational and financial systems, procedures and controls to expand, train and manage our employee base, and maintain close coordination among our staff. We cannot guarantee that we will be able to do so, or that if we are able to do so, we will be able to effectively integrate them into our existing staff and systems. Moreover, there can be no assurance that cybersecurity threats, breaches, or disruptions will not adversely affect us.

If we are unable to manage our current business effectively, our financial condition could be materially adversely affected. There is no assurance that our current business will continue and it may well be curtailed due to lack of capital.

TMRC may experience difficulty attracting and retaining qualified management to meet its current business needs and/or any growth needs, and the failure to manage any growth effectively could have a material adverse effect on its business and financial condition.

Competition for qualified management is intense, and TMRC may be unable to attract and retain key personnel, or to attract and retain personnel on acceptable terms. Management personnel are currently limited and they may be unable to manage TMRC’s expansion successfully and the failure to do so could have a material adverse effect on TMRC’s business, results of operations and financial condition. TMRC has not entered into non-competition agreements. As TMRC’s business is substantially dependent upon its directors, executive officers and consultants, the lack of non-competition agreements poses a significant risk in the event such persons were to resign or be terminated from such positions. Under such circumstances, such persons may provide confidential information and key contacts to TMRC’s competitors and TMRC may have difficulties in preventing the disclosure of such information. Such disclosure would have a material adverse effect on TMRC’s business and operations.

TMRC’s operations are dependent upon key personnel, the loss of which would be detrimental to its business.

The nature of TMRC’s business, including its ability to continue its exploration and development activities, depends, in large part, on the efforts of key personnel such as Daniel Gorski, TMRC’s Chief Executive Officer. The loss of Mr. Gorski could have a material adverse effect on TMRC’s business. TMRC does not maintain “key man” life insurance policies on any of its officers or employees.

Risks Associated with TMRC Shares

TMRC has a history of losses and fluctuating operating results that raises doubt about its ability to continue as a going concern.

From inception through August 31, 2025, TMRC has incurred aggregate losses of approximately $45,110,000. There is no assurance that TMRC will operate profitably or will generate positive cash flow in the future. In addition, TMRC’s operating results in the future may be subject to significant fluctuations due to many factors not within its control, such as general economic conditions, tariffs and other economic measures that the Trump Administration has implemented or may adopt, hostilities in the Middle East and Ukraine, market price of minerals and exploration and development costs. If TMRC cannot raise sufficient financing to continue its operations subsequent to August 31, 2026, then it may be forced to scale down, curtail or cease operations. Until such time as TMRC generates revenues (not in the foreseeable future), it expects an increase in development costs and operating costs. Consequently, TMRC expects to incur operating losses and negative cash flow until its properties enter commercial production (if such event occurs). TMRC currently lacks capital necessary to fund general and administrative expenses and related costs subsequent to August 2026.

TMRC’s stock price is highly volatile.

The market price of TMRC Shares has fluctuated and may continue to fluctuate. These fluctuations may be exaggerated since the trading volume of TMRC Shares is limited, sporadic, and volatile. These fluctuations may or may not be based upon any business or operating results. The TMRC Shares may experience similar or even more dramatic price and volume fluctuations in the future. TMRC Shares have traded between $0.21 and $1.80 per share between September 1, 2024 and August 31, 2025. The TMRC Shares have limited trading volume. There is no assurance that the price of TMRC Shares will not continue to decline. Based on current market prices and current trading volume, raising any capital will likely be dilutive and difficult, and may not be possible at all. A decline in stock price reduces TMRC’s market capitalization which negatively impacts the dilution calculation with respect to its membership interest in RTMD.

The market for TMRC Shares is limited, sporadic and volatile. Any failure to develop or maintain an active trading market could negatively affect the value of such shares and make it difficult or impossible for you to sell your shares.

The TMRC Shares are currently traded on the OTCQB. Although the TMRC Shares are traded on the OTCQB, a regular trading market for TMRC’s securities may not be sustained in the future. Prices for, and coverage of, securities quoted solely on the OTCQB may be difficult to obtain. In addition, stocks quoted solely on the OTCQB tend to have a limited number of market makers and a larger spread between the bid and ask prices than those listed on an exchange. All of these factors may cause holders of TMRC Shares to be unable to resell their securities at any price. It should be expected that this limited trading also could decrease or eliminate TMRC’s ability to raise additional funds through issuances of its securities.

Failure to develop or maintain an active trading market would negatively affect the value of the TMRC Shares, make it difficult for you to sell your shares or recover any part of your investment in TMRC, and impact its ability to raise capital through the sale of its securities. Even if an active market for TMRC Shares does develop, the market price of the TMRC Shares may be highly volatile. In addition to the uncertainties relating to TMRC’s future operating performance and any profitability of its operations, factors such as variations in its interim financial results, or various, as yet unpredictable factors, many of which are beyond its control, may have a negative effect on the market price of the TMRC Shares. Accordingly, there can be no assurance as to the liquidity of any active markets that may develop for the TMRC Shares, the ability of holders of TMRC Shares to sell such TMRC Shares, the prices at which holders may be able to sell the TMRC Shares, or TMRC’s ability (if any) to sell securities to raise capital.

The sale by TMRC of a substantial number of TMRC Shares, or the issuance of a substantial number of TMRC Shares upon exercise of TMRC’s common stock equivalents, will cause immediate and substantial dilution to existing stockholders and may depress the market price of the TMRC Shares.

In order to provide capital for the operation of TMRC’s business, it will need to enter into financing arrangements. These arrangements may involve the issuance of new TMRC Shares, preferred stock that is convertible into TMRC Shares, debt securities that are convertible into TMRC Shares or warrants for the purchase of TMRC Shares. Any of these items could result in a material increase in the number of TMRC Shares outstanding which would in turn result in a dilution of the ownership interest of existing stockholders. It is likely that any future private placements of TMRC Shares will be at prices below market, thereby further placing pressure on the price of the TMRC Shares that trade on the OTCQB — this would have the effect of (i) both reducing TMRC’s market price and diluting its current stockholders as well as (ii) negatively impacting the calculation of dilution with respect to reducing its membership interest in RTMD in the event it does not fund its cash calls with cash. As such, any future capital raises will likely adversely affect TMRC’s shareholders. In addition, these new securities could contain provisions, such as priorities on distributions and voting rights, which could affect the value of TMRC Shares.

As of March 2, 2026, TMRC has 88,216,112 TMRC Shares issued and outstanding (100,000,000 shares of common stock are authorized to be issued.)

A low market price may severely limit the potential market for the TMRC Shares.

An equity security that trades below a certain price per share is subject to SEC rules requiring additional disclosures by broker-dealers. These rules generally apply to any non-Nasdaq equity security that has a market price of less than $5.00 per share, subject to certain exceptions (a “penny stock”). Such rules require the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and institutional or wealthy investors. For these types of transactions, the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to the sale. The broker-dealer also must disclose the commissions payable to the broker-dealer, current bid and offer quotations for the penny stock and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Such information must be provided to the customer orally or in writing before or with the written confirmation of trade sent to the customer. Monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Since the TMRC Shares trade at a price of less than $5.00 per share, the additional burdens imposed upon broker-dealers by such requirements could discourage broker-dealers from effecting transactions in TMRC Shares.

TMRC does not currently intend to pay cash dividends.

TMRC has not declared any dividends since incorporation and does not anticipate that it will do so in the foreseeable future. TMRC’s present policy is to retain all available funds for use in its operations and the expansion of its business. Payment of future cash dividends, if any, will be at the discretion of the TMRC Board and will depend on TMRC’s financial condition, results of operations, contractual restrictions, capital requirements, business prospects and other factors that the TMRC Board considers relevant. Accordingly, investors will only see a return on their investment if the value of TMRC’s securities appreciates.

Control by current stockholders.

The current stockholders of TMRC have elected the directors and the directors have appointed current executive officers to serve TMRC. The voting power of these stockholders could also discourage others from seeking to acquire control of TMRC through the purchase of TMRC Shares which might depress the price of TMRC Shares.

There is not now, and there may never be, an active market for TMRC Shares.

TMRC Shares have historically been thinly traded. Currently there is a limited, sporadic and highly volatile market for TMRC Shares, and no active market for TMRC Shares may develop in the future. As a result, TMRC’s stock price as quoted by the OTCQB may not reflect an actual or perceived value. Moreover, several days may pass before any shares are traded; meaning that the number of persons interested in purchasing TMRC Shares at or near ask prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including, but not limited to:

•        TMRC is a small company that is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume; and

•        stock analysts, stock brokers and institutional investors may be risk-averse and reluctant to follow a company such as TMRC that faces substantial doubt about the ability to continue as a going concern or to purchase or recommend the purchase of TMRC Shares until such time as TMRC becomes more viable.

As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations of the price of, TMRC Shares. Accordingly, investors must assume they may have to bear the economic risk of an investment in TMRC Shares for an indefinite period of time, and may lose their entire investment. There can be no assurance that a more active market for TMRC Shares will develop, or if one should develop, there is no assurance that it will be sustained. This severely limits the liquidity of TMRC Shares and would likely have a material adverse effect on the market price of TMRC Shares and on TMRC’s ability to raise additional capital.

TMRC may issue shares of preferred stock.

The TMRC Charter authorizes the issuance of up to 10,000,000 shares of blank check preferred stock at $0.001 par value with designations, rights and preferences determined from time to time by the TMRC Board. There are currently no shares of preferred stock issued and outstanding. The TMRC Board is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power or other rights of the holders of the TMRC Shares. In the event of issuance, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of TMRC.

Risks Relating to the Combined Company Following the Mergers

You should read and consider risk factors specific to USAR’s business and securities that will also affect USAR following the completion of the Mergers. These risks are described in the sections entitled “Risk Factors” in USAR’s Annual Report on Form 10-K for the year ended December 31, 2025, and in other documents incorporated by reference into this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 145 of the proxy statement/prospectus for the location of information incorporated by reference into this proxy statement/prospectus.

THE TMRC SPECIAL MEETING

This proxy statement/prospectus is being provided to the TMRC stockholders as part of a solicitation of proxies by the TMRC Board for use at the special meeting to be held at the time and place specified below and at any properly convened meeting following an adjournment or postponement thereof. This proxy statement/prospectus provides TMRC stockholders with information they need to know to be able to vote or instruct their vote to be cast at the special meeting.

Date, Time and Place

The special meeting of TMRC stockholders will be held virtually at [    ], on [    ], 2026 at 10:00 a.m., Eastern Time. On or about [    ], 2026, TMRC commenced mailing this proxy statement/prospectus and the enclosed form of proxy to its stockholders entitled to vote at the special meeting.

The special meeting can be accessed by visiting [    ], where TMRC stockholders will be able to participate and vote online. TMRC encourages its stockholders to access the meeting prior to the start time leaving ample time for check-in. Please follow the instructions as outlined in this proxy statement/prospectus.

TMRC has chosen to hold the special meeting solely via live webcast and not in a physical location.

Purpose of the Special Meeting

At the special meeting, TMRC stockholders will be asked to consider and vote on the following:

•        the Merger Proposal — a proposal to adopt the Merger Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus, which is further described in the sections titled “The Mergers” and “The Merger Agreement”; and

•        the Adjournment Proposal — a proposal to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the Merger Agreement.

Completion of the Mergers is conditioned on the approval of the Merger Proposal.

Recommendation of the TMRC Board

At a special meeting held on March 3, 2026, the TMRC Board determined that the Merger Agreement and the Transactions are fair to and in the best interests of TMRC and the TMRC stockholders, approved and declared advisable the Merger Agreement and the Transactions and directed that the Merger Agreement be submitted to the TMRC stockholders for consideration at a meeting of such stockholders. The TMRC Board recommends that TMRC stockholders vote “FOR” the Merger Proposal and “FOR” the Adjournment Proposal.

TMRC stockholders should carefully read this proxy statement/prospectus (including the annexes hereto) and any documents incorporated by reference in their entirety for more detailed information concerning the Mergers and the Transactions.

Record Date; Stockholders Entitled to Vote

Only holders of record of TMRC Shares at the close of business on [    ], 2026 (the “Record Date”), will be entitled to notice of, and to vote at, the special meeting or any adjournment or postponement thereof.

On the Record Date, there were [    ] TMRC Shares outstanding and entitled to vote at the special meeting. Each TMRC Share outstanding on the Record Date entitles the holder thereof to one vote on each proposal to be considered at the special meeting. TMRC stockholders may vote virtually at the meeting or by proxy through the internet or by telephone or by a properly executed and delivered proxy card with respect to the special meeting.

A complete list of TMRC stockholders entitled to vote at the special meeting will be available for inspection at TMRC’s principal office at 527 21st Street, #44, Galveston, TX 77550, during regular business hours for a period of no less than 10 days before the special meeting. If you would like to inspect the list of TMRC stockholders of record, please call the Investor Relations department at [    ] to schedule an appointment or request access. A certified list of eligible TMRC stockholders will be available for inspection during the special meeting at [    ] by entering the control number provided on your proxy card, voting instruction form or notice.

Voting by TMRC’s Directors and Executive Officers

At the close of business on [    ], 2026, the Record Date, directors and executive officers of TMRC and their respective affiliates owned and were entitled to vote [    ] TMRC Shares, representing approximately [    ]% of the TMRC Shares outstanding on that date. TMRC currently expects its directors and executive officers to vote their TMRC Shares in favor of each of the proposals to be voted on at the special meeting.

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 the TMRC Board 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 TMRC Shares in favor of the various proposals related to the Transaction and the Merger Agreement.

Quorum; Adjournment

The special meeting may be adjourned or postponed, in the absence of a quorum, by the chairman of the meeting or the affirmative vote of holders of a majority of the TMRC Shares present in person or represented by proxy and entitled to vote at the special meeting. Even if a quorum is present, the special meeting may also be adjourned in order to provide more time to solicit additional proxies in favor of adoption of the merger agreement by the chairman of the meeting or if sufficient votes are cast in favor of the Adjournment Proposal. If a sufficient number of TMRC Shares is present in person or represented by proxy and votes in favor of the Merger Proposal at the special meeting such that the Merger Proposal is approved, TMRC does not anticipate that it will adjourn or postpone the special meeting.

At any adjourned meeting, all proxies will be voted in the same manner as they would have been voted at the original convening of the special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the adjourned meeting. Any adjournment or postponement of the special meeting will allow TMRC stockholders who have already submitted their proxies to revoke them at any time before their use at the special meeting that was adjourned or postponed.

Abstentions will count as votes present and entitled to vote for the purpose of determining the presence of a quorum for the transaction of business at the special meeting. Broker non-votes will not be counted as present for the purpose of determining the presence of a quorum.

Required Vote; Broker Non-Votes and Abstentions

Each TMRC Share outstanding on the Record Date is entitled to one vote on each of the Merger Proposal and the Adjournment Proposal. The required votes to approve the proposals at the special meeting are as follows:

•        The Merger Proposal requires the affirmative vote of holders of a majority of the outstanding TMRC Shares entitled to vote thereon. Failures to vote, broker non-votes and abstentions will have the same effect as votes cast “AGAINST” this proposal.

•        The Adjournment Proposal requires the affirmative vote of holders of a majority of the TMRC Shares present in person or represented by proxy at the special meeting and entitled to vote thereon. Failures to be present virtually or by proxy, including broker non-votes, will have no effect on the vote for this proposal (assuming a quorum is present). Abstentions will have the same effect as votes cast “AGAINST” this proposal.

The approval of the Adjournment Proposal is not a condition precedent to the approval of the Merger Proposal or the closing of the Mergers.

Voting of Proxies by Holders of Record

How to Vote by Proxy if You are the Record Holder of Your Shares

If you were the record holder of your shares as of the Record Date, you may submit your proxy to vote by mail, by telephone or via the internet.

Voting via the Internet or by Telephone

•        Internet — To submit your proxy via the internet, go to [    ]. Have your proxy card in hand when you access the website and follow the instructions to vote your shares. If you vote via the internet, you must do so no later than 11:59 p.m. Eastern Time on [    ], 2026.

•        Telephone — To submit your proxy by telephone, call [    ]. Have your proxy card in hand when you call and then follow the instructions to vote your shares. If you vote by telephone, you must do so no later than 11:59 p.m. Eastern Time on [    ], 2026.

Voting by Mail

As an alternative to submitting your proxy via the internet or by telephone, you may submit your proxy by mail.

•        Mail — To submit your proxy by mail, simply mark your proxy card, date and sign it and return it in the postage-paid envelope. If you do not have the postage-paid envelope, please mail your completed proxy card to the following address: [    ]. If you vote by mail, your proxy card must be received no later than 6:00 p.m. Eastern Time on [    ], 2026.

How to Vote Your Shares if You are a “Street Name” Holder

If you hold your shares through a broker, bank or other nominee, also referred to as a “street name” holder, check the instructions provided by that entity to determine which options are available to you with respect to voting your shares.

General

Please be aware that any costs related to voting via the internet, such as internet access charges, will be your responsibility.

All properly signed proxies that are timely received and that are not revoked will be voted at the special meeting according to the instructions indicated on the proxies or, if no direction is indicated, they will be voted as recommended by the TMRC Board. The proxy holders may use their discretion to vote on other matters that properly come before the special meeting.

Voting Virtually by Attendance at the Special Meeting

The special meeting will be a completely virtual meeting. There will be no physical meeting location and the meeting will only be conducted via live webcast. The virtual special meeting will be held on [    ], at 10:00 a.m. Eastern Time. To attend the special meeting, visit [    ] and enter the 16-digit control number on the proxy card or voting instruction form you received. Stockholders of record of TMRC who wish to vote at the special meeting should follow the instructions at [    ]. Online check-in will begin at 9:45 a.m., Eastern Time. Please allow time for online check-in procedures.

The virtual stockholder meeting format uses technology designed to increase stockholder access, save TMRC and TMRC stockholders time and money, and provide TMRC stockholders rights and opportunities to participate in the meeting similar to what they would have at an in-person meeting. In addition to online attendance, we will provide TMRC stockholders with an opportunity to hear all portions of the official meeting and vote online during the meeting.

Revocability of Proxies

Any stockholder giving a proxy has the power to revoke it at any time before the proxy is voted at the special meeting. If you are a stockholder of record, you may revoke your proxy in any of the following ways:

(1)    submitting a proxy at a later time by internet or telephone until 11:59 p.m. Eastern Time on [    ], 2026;

(2)    signing and returning a new proxy card with a later date;

(3)    voting virtually at the special meeting; or

(4)    delivering, before 6:00 p.m. Eastern Time on [    ], 2026, to TMRC’s Corporate Secretary at TMRC’s executive offices at 527 21st Street, #44, Galveston, TX 77550, a written revocation of your most recent proxy.

If you are a street name stockholder (for example, if your shares are held in the name of a bank, broker or other holder of record) and you vote by proxy, you may later revoke your proxy by informing the holder of record in accordance with that entity’s procedures.

Solicitation of Proxies

The TMRC Board is soliciting proxies for the special meeting from its stockholders. TMRC will bear the entire cost of the solicitation of proxies, including preparation, assembly and delivery, as applicable, of this proxy statement, the proxy card and any additional materials furnished to stockholders. Proxies may be solicited by directors, officers and a small number of TMRC’s regular employees personally or by mail, telephone or facsimile, but such persons will not be specially compensated for such service. TMRC has retained [Broadridge ], a proxy solicitation firm, to assist in the solicitation of proxies for an estimated fee of approximately $[    ] plus reasonable out-of-pocket costs and expenses for the services of the firm. As appropriate, copies of solicitation material will be furnished to brokerage houses, fiduciaries and custodians that hold TMRC Shares of record for beneficial owners for forwarding to such beneficial owners. TMRC may also reimburse persons representing beneficial owners for their costs of forwarding the solicitation material to such owners.

Assistance

If you need assistance with voting via the internet, voting by telephone or completing your proxy card, or have questions regarding the special meeting, please contact TMRC’s proxy solicitor at the following address and telephone number:

[    ]

[You may also contact TMRC’s Investor Relations department at [    ] or [    ].com].

Your vote is very important regardless of the number of TMRC Shares that you own. Please submit a proxy to vote your shares via the internet, vote by telephone or sign, date and return a proxy card promptly so your shares can be represented, even if you plan to attend the special meeting.

Tabulation of Votes

Representatives of [    ] will tabulate the votes cast at the special meeting, and representatives of [    ] will act as the Inspector of Election.

Householding

The SEC permits companies to send a single set of proxy materials to any household at which two or more stockholders reside, unless contrary instructions have been received, but only if the applicable stockholders provide advance notice and follow certain procedures. In such cases, each stockholder continues to receive a separate notice of the meeting and proxy card. Certain brokerage firms may have instituted householding for beneficial owners of TMRC Shares held through brokerage firms. If your family has multiple accounts holding TMRC Shares, as applicable, you may have already received a householding notification from your broker. Please contact your broker directly if you have any questions or require additional copies of this proxy statement/prospectus. The broker will arrange for delivery of a separate copy of this proxy statement/prospectus promptly upon your written or oral request. You may decide at any time to revoke your decision to household, and thereby receive multiple copies.

PROPOSAL NO. 1

THE MERGER PROPOSAL

In the Merger Proposal, TMRC is asking its stockholders to adopt the Merger Agreement. Approval of the Merger Proposal by TMRC stockholders is required for completion of the Mergers. TMRC stockholders should read this proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the Merger Agreement and the Mergers. Details about the Mergers, including each party’s reasons for the Mergers, the effect of approval of the Merger Agreement and related matters, are discussed in the section titled “The Mergers”.

Approval of the Merger Proposal requires the presence of a quorum and that the majority of outstanding TMRC Shares vote in favor of the proposal. Failures to vote, broker non-votes and abstentions will have the same effect as votes cast “AGAINST” this proposal.

The TMRC Board recommends that TMRC stockholders vote “FOR” the Merger Proposal.

PROPOSAL NO. 2

THE ADJOURNMENT PROPOSAL

TMRC is submitting a proposal for consideration at the special meeting to authorize the named proxies to authorize the TMRC Board to adjourn or postpone the special meeting, if necessary, to permit further solicitation of proxies in favor of the Merger Proposal or to vote on other matters properly before the special meeting or to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to holders of TMRC Shares. Even though a quorum may be present at the special meeting, it is possible that TMRC may not have received sufficient votes to approve the Merger Proposal by the time of the meeting. In that event, the TMRC Board would need to adjourn the special meeting in order to solicit additional proxies. This proposal relates only to authorization of the TMRC Board to adjourn or postpone the special meeting, if necessary, to permit further solicitation of proxies in favor of the Merger Proposal or to vote on other matters properly before the special meeting.

Approval of the Adjournment Proposal requires the presence of a quorum and that the votes cast in favor of the proposal exceed the votes cast against the proposal. Abstentions and broker non-votes will have the same effect as votes cast “AGAINST” this proposal.

The TMRC Board recommends that TMRC stockholders vote “FOR” the Adjournment Proposal.

INFORMATION ABOUT USAR

USA Rare Earth, Inc. (Nasdaq: USAR) is building a fully integrated rare earth and permanent magnet value chain across the United States, the United Kingdom, France and Brazil. Through its ownership of Less Common Metals Ltd., one of the world’s leading producers of rare earth metals and alloys, its development of magnet manufacturing capacity in Stillwater, Oklahoma, the Pela Ema mine in Brazil (subject to closing the Serra Verde Transaction) and the Round Top deposit in Texas, USAR operates across the entire value chain from mining to metal-making, alloy production and neodymium magnet manufacturing. USAR is establishing a secure, Western-aligned supply of materials essential to the aerospace and defense, semiconductor, energy, data center, physical AI, mobility, healthcare and industrial sectors.

USAR was formerly known as Inflection Point Acquisition Corp. II (“Inflection Point”) and originally incorporated on March 6, 2023 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On August 21, 2024, Inflection Point entered into a business combination agreement (as amended, the “Business Combination Agreement”) by and among Inflection Point, USA Rare Earth, LLC, a Delaware limited liability company (“USAR OpCo”) and IPXX Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Inflection Point (“Merger Sub”). On March 12, 2025, Inflection Point completed a domestication into a Delaware corporation by filing a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filing a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, pursuant to which Inflection Point was domesticated and continued as a Delaware corporation, changing its name to “USA Rare Earth, Inc.” On March 13, 2025 (the “Business Combination Closing Date”), pursuant to the Business Combination Agreement, Merger Sub merged with and into USAR OpCo, with USAR OpCo continuing as the surviving company, and on March 14, 2025, USAR Shares began trading on Nasdaq under the symbol, “USAR”.

On April 19, 2026, USAR entered into a definitive agreement to acquire 100% of Serra Verde in exchange for $300 million in cash and 126,849,307 newly issued USAR Shares. Serra Verde is the owner of the Pela Ema rare earth mine and processing plant in Goiás, Brazil. The Pela Ema mine is the only producer outside Asia capable of supplying all four magnetic rare earth elements at scale — neodymium, praseodymium, dysprosium and terbium — together with other vital rare earth elements such as yttrium. USAR expects the Serra Verde Transaction to close in the third calendar quarter of 2026. The Serra Verde Transaction is independent of the Transactions between USAR and TMRC, and neither the Closing of the Transactions nor the closing of the Serra Verde Transaction is conditioned upon the other. You can find more information on Serra Verde and the Serra Verde Transaction, by reading the filings that USAR has made with the SEC, as described under “Where You Can Find More Information.”

USAR is incorporated in the state of Delaware and its principal office is located at 100 W Airport Road, Stillwater, Oklahoma 74075, and its telephone number is (813) 867-6155.

You can find more information about USAR in USAR’s filings with the SEC referenced in the section in this document titled “Where You Can Find More Information”.

THE MERGERS

Terms of the Mergers

The Merger Agreement contemplates the following transactions:

•        the merger of First Merger Sub with and into TMRC, with TMRC surviving the merger as a wholly owned subsidiary of USAR at the Effective Time;

•        subject to the terms and conditions set forth in the Merger Agreement, at the Effective Time, each TMRC Share issued and outstanding immediately prior to the Effective Time (excluding any TMRC Shares as to which dissenters’ rights have been properly exercised and TMRC Shares owned by USAR, TMRC or any of their respective direct or indirect wholly owned subsidiaries) will automatically be converted into the right to receive that portion of a validly issued, fully paid and nonassessable USAR Share equal to the quotient obtained by dividing (a) 3,823,328 by (b) the aggregate number of TMRC Shares outstanding on a fully diluted basis at the Effective Time, with holders of TMRC Shares who are otherwise entitled to a fractional USAR Share receiving cash in lieu of that fractional share, without interest; and

•        promptly following the Effective Time, the merger of Second Merger Sub with and into the surviving corporation in the First Merger, with Second Merger Sub surviving the second merger as a wholly owned subsidiary of USAR.

A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus. The Merger Agreement contains the terms and conditions of the proposed acquisition of TMRC by USAR. Under the Merger Agreement, subject to satisfaction (or, to the extent permitted by law and in accordance with the Merger Agreement, waiver) of the conditions to the Mergers set forth in the Merger Agreement and described in this proxy statement/prospectus.

As a result of the Mergers, TMRC will become a direct, wholly owned subsidiary of USAR and will no longer be a publicly held company. Following the Mergers, the TMRC Shares will no longer trade on the OTC and will be deregistered under the Exchange Act, after which TMRC will no longer be required under SEC rules and regulations to file periodic reports with the SEC.

Subject to the terms and conditions set forth in the Merger Agreement, at the Effective Time, each TMRC Share issued and outstanding immediately prior to the Effective Time (excluding any TMRC Shares as to which dissenters’ rights have been properly exercised and TMRC Shares owned by USAR, TMRC or any of their respective direct or indirect wholly owned subsidiaries) will automatically be converted into the right to receive that portion of a validly issued, fully paid and nonassessable USAR Share equal to the quotient obtained by dividing (a) 3,823,328 by (b) the aggregate number of TMRC Shares outstanding on a fully diluted basis at the Effective Time. Holders of TMRC Shares who are otherwise entitled to a fractional USAR Share will receive cash in lieu of such fractional share, without interest.

Background of the Mergers

In August 2018, TMRC and Morzev Pty. Ltd. (“Morzev”) entered into an agreement (the “2018 Option Agreement”) whereby Morzev was granted the exclusive right to earn and acquire a 70% interest in TMRC’s Round Top Project (the “Round Top Project”) by financing $10 million of expenditures in connection with the Round Top Project, which equity interest could be increased to an 80% interest for an additional $3 million payment to TMRC. In November 2018, Morzev contributed the 2018 Option Agreement to a newly formed entity, USAR OpCo, and notified TMRC in May 2019 that Morzev was nominating USAR OpCo as the optionee under the terms of the 2018 Option Agreement. In August 2019, TMRC and USAR OpCo entered into an amended and restated option agreement as further amended on June 29, 2020 (the “2019 Option Agreement” and collectively with the 2018 Option Agreement, the “Option Agreement”), whereby TMRC restated its agreement to grant USAR OpCo the exclusive right to earn and acquire a 70% - 80% interest in the Round Top Project. The 2019 Option Agreement had substantially similar terms to the 2018 Option Agreement.

On May 17, 2021, and in accordance with the terms of the Option Agreement, TMRC and USAR LLC entered into a contribution agreement whereby TMRC and USAR OpCo contributed assets constituting the Round Top Project to RTMD, a wholly-owned subsidiary of TMRC, in each case, in exchange for their ownership interests in RTMD. As a

result of these contributions, TMRC then owned 20% of RTMD and USAR LLC owned 80% of RTMD. Concurrently therewith, TMRC and USAR OpCo, as the two members, entered into a limited liability company agreement (“Operating Agreement”) governing the operations of RTMD. USAR OpCo was appointed as manager of RTMD. The parties further amended the Operating Agreement on June 26, 2023 (“Amended Operating Agreement”) in order to adjust the provisions for satisfying capital calls. USAR OpCo continued to fund capital calls for both itself and TMRC and the relative ownership interests of RTMD were adjusted to reflect such funding based on the mechanism provided in the Amended Operating Agreement.

USAR became a publicly traded company via a de-SPAC transaction in March 2025, with USAR OpCo becoming a wholly owned subsidiary of the new parent entity USA Rare Earth, Inc, with substantially all of the assets and the business of the combined company after the de-SPAC transaction being held and operated by USAR OpCo and its subsidiaries. USAR continued to progress the Round Top Project through its controlling ownership interest in RTMD prior to and following the de-SPAC transaction.

Throughout 2025 there were regular update calls between USAR and TMRC discussing RTMD and the efforts to development the Round Top Project. Additionally, TMRC unsuccessfully spent the majority of 2025 trying to raise capital in order to satisfy the conditions necessary to enter an unrelated joint venture agreement in New Mexico.

On December 12, 2025, Anthony Marchese, Chairman of TMRC, conducted a regular update call with USAR with respect to RTMD. USAR participants included Rob Steele, CFO of USAR, Alex Moyes, SVP of Mining and Processing of USAR, and David Kronenfeld, CLO of USAR. During the call, Mr. Steele asked Mr. Marchese if TMRC would be interested in receiving an acquisition proposal from USAR. Mr. Marchese responded that TMRC’s Board would entertain all offers and would evaluate an offer depending on price and other relevant factors.

On December 29, 2025 Messrs. Kronenfeld, Moyes, and Marchese held a telephone call to discuss various items for 2026 RTMD operations including the budgeted spend for the year. On December 31, 2025, USAR delivered a draft of a letter of intent to TMRC proposing a transaction whereby USAR would deliver USAR Shares to TMRC in exchange for TMRC’s interest in RTMD. The transaction proposed in the letter of intent implied a valuation for TMRC reflecting a 10% discount from TMRC’s then-current market capitalization based on the most recent closing prices for TMRC Shares and USAR Shares on OTCQB and Nasdaq, respectively. Mr. Marchese by email acknowledging receipt of the letter of intent, and expressing reservations about a proposal offering consideration that implied a discount to TMRC’s market capitalization.

Later that day, Mr. Marchese and Michael Blitzer, Chairman of the USAR Board, conducted a phone call on the topic wherein Mr. Marchese reiterated his concerns regarding a below-market transaction price. Mr. Blitzer encouraged a counter proposal from TMRC.

On January 1, 2026, the TMRC Board held a virtual meeting to evaluate the letter of intent. During the meeting, the TMRC Board reviewed the RTMD budget and determined that TMRC’s portion of RTMD capital calls for 2026 could vary between $25 million to $50 million. The TMRC Board discussed with its management team the fact that TMRC does not control the timing or amount of the capital calls and that TMRC anticipated it would not have sufficient cash to fund those capital calls during the 2026 fiscal year. The TMRC Board also discussed the fact that its inability to fund such capital calls would reduce TMRC’s economic interest in RTMD to approximately 13% if it received a call for the maximum amount. The TMRC Board further determined that RTMD’s budget would likely be accelerated, which would trigger additional capital calls for TMRC in 2027. The TMRC Board determined that if TMRC could not fund future capital calls, this could potentially reduce TMRC’s economic interest to as little as 3%. The TMRC Board also considered the three unsuccessful separate outreaches to industry participants during 2025, and USAR OpCo’s right of first offer with respect to TMRC’s interest in RTMD, which made selling TMRC’s interest in RTMD to a third party very challenging. Additionally, the TMRC Board concluded that the most tax efficient way to effect any merger transaction of its interest in RTMD would be to sell TMRC in its entirety in a stock-for-stock transaction, in which case TMRC’s stockholder would then have the ability to participate in USAR’s three distinct business segments, as opposed to primarily an investment only in RTMD, without the danger of future dilution from capital calls. Accordingly, the TMRC Board decided to reject the proposal that involved a 10% discount to market and to pursue with USAR an at-the-market stock-for-stock acquisition and authorized TMRC’s management team, together with Mr. Marchese to proceed accordingly.

On January 2, 2026, Mr. Marchese emailed Mr. Kronenfeld to state that the TMRC Board’s desire was for USAR to acquire all of the issued and outstanding TMRC Shares, rather than merely TMRC’s interest in RTMD. Mr. Marchese’s email also communicated TMRC’s preferred deal structure. Mr. Marchese also stated that the USAR offer undervalued TMRC Shares but that TMRC was willing to consider a transaction premised on an at-the-market exchange of stock for all of the outstanding TMRC Shares, subject to the TMRC Board, after receiving the favorable opinion of an independent financial advisor, concluding that the exchange ratio was fair to the TMRC stockholders.

On January 18, 2026, Mr. Kronenfeld delivered to TMRC a revised proposal, which included a revised draft letter of intent whereby USAR would acquire TMRC’s interest in RTMD. The proposal valued TMRC’s interest in RTMD at an amount equal to TMRC’s market capitalization based on a trailing 10-day weighted average price of TMRC Shares. The USAR Shares delivered as consideration would also be valued on the basis of a 10-day weighted average price. The revised proposal, by its terms, expired on January 23, 2026. The revised proposal also was conditioned on the execution of a definitive transaction agreement by the end of January 2026.

On January 23, 2026, the TMRC Board reviewed and considered the revised draft letter of intent but ultimately decided not to execute it, concluding that TMRC did not have adequate time to review and analyze the proposal, given the tight evaluation deadline of the proposal’s expiration date of January 23, 2026.

On January 26, 2026, USAR issued a press release announcing its entry into a letter of intent with the U.S. Department of Commerce regarding a potential U.S. government investment in USAR and a collaboration with the U.S. Department of Energy. The announced letter of intent covered a total investment of $1.6 billion, including $277 million in proposed federal funding and $1.3 billion in a proposed senior secured loan under the CHIPS Act. In conjunction with this announcement, USAR announced that it had also raised a common stock offering in the amount of $1.5 billion.

Later that day, Mr. Marchese and Mr. Blitzer held a conference call wherein they discussed the U.S. government’s letter of intent, during which call Mr. Blitzer expressed to Mr. Marchese that the investment, should it occur pursuant to the letter of intent, would be made in USAR and USAR would not have any obligation to use the proceeds thereof in connection with RTMD.

On the same conference call, Mr. Marchese indicated that the deadline included by USAR with its most recent proposal was not realistic. Mr. Blitzer suggested that TMRC respond to the expired draft letter of intent with suggested terms and Mr. Marchese stated that the TMRC Board would seek to engage a financial advisor and, after considering the advice of its financial advisor, respond with alternative terms. Between January 26, 2026 and February 5, 2026, representatives of TMRC conducted telephone interviews with several financial advisors with experience in mergers and acquisitions transactions similar to the one proposed by USAR and ultimately engaged Roth Capital Partners, LLC (“Roth”). The selection of Roth was based largely on Roth’s familiarity with TMRC as a result of prior interactions seeking to maximize shareholder value, as well as Roth’s research capabilities in the critical mineral industry. In addition, TMRC had a prior relationship with Roth in 2025, when it engaged Roth, on a best-efforts basis, to seek to raise capital for purposes of diversification. The prior engagement was not in any way related to this transaction.

On January 31, 2026, Mr. Marchese and Mr. Blitzer met in person to discuss potential transaction terms. Both agreed that it would make sense for USAR to acquire all of the TMRC Shares via a stock-for-stock transaction with an at-the-market price, in lieu of an implied discount to TMRC’s capitalization. During this meeting, Mr. Marchese and Mr. Blitzer discussed fixing the number of USAR Shares to be issued to reflect an at-the-market stock-for-stock exchange transaction. Mr. Marchese and Mr. Blitzer discussed a proposal for an acquisition of 100% of the outstanding TMRC Shares in exchange for 3.8 million USAR Shares issued by USAR and Mr. Blitzer indicated that he would be willing to propose such terms to the USAR Board.

On January 31, 2026, Mr. Blitzer sent Mr. Marchese a transaction proposal, which included a revised draft letter of intent reflecting an acquisition of 100% of the outstanding shares of TMRC by USAR in exchange for 3.8 million USAR Shares issued by USAR, conditioned on the negotiation of definitive documentation, TMRC stockholder approval, and customary regulatory approvals. The revised proposal, by its terms, expired on February 1, 2026. The TMRC Board discussed the revised letter of intent and authorized Mr. Marchese to pursue the transaction. Mr. Marchese and Mr. Blitzer held a call later that day during which they discussed their shared goal of creating an at-the-market transaction, valuing both companies at their respective current market capitalizations on a proportional basis.

On February 1, 2026, TMRC engaged Loeb & Loeb, LLP (“Loeb”), as its outside counsel to represent TMRC in the proposed transaction with USAR. The selection of Loeb was made in consultation with Roth and took into account Loeb’s reputation in the financial services industry and its prior working relationship with Roth.

On February 1, 2026, Mr. Marchese transmitted a revised letter of intent to USAR that proposed that the parties sign a standstill agreement.

On February 1, 2026, White & Case LLP (“White & Case”), counsel to USAR, transmitted a revised letter of intent to TMRC and Loeb that, among other things, rejected the changes to the letter of intent proposed by TMRC.

On February 2, 2026, representatives of TMRC, USAR, Loeb and White & Case participated in a virtual meeting to discuss the proposed draft letter of intent. Following the meeting, Loeb circulated a new draft of the proposed draft letter of intent to USAR and White & Case that, among other things, proposed that the share consideration from USAR increase proportionally based on the exchange ratio implied by the proposed consideration of 3.8 million USAR Shares if TMRC were to issue additional TMRC Shares prior to closing, but only up to a cap of one million additional TMRC Shares.

On February 2, 2026, on behalf of USAR, White & Case transmitted a further revised letter of intent to TMRC and Loeb that, among other things: (1) removed the proposal to increase USAR’s share consideration in respect of additional TMRC Shares issued prior to closing; (2) clarified that USAR’s proposal assumed that a requirement that all outstanding securities exercisable for or convertible into TMRC Shares would be terminated at closing and that any paid exercise price remain on TMRC’s balance sheet at closing; and (3) added a 30-day exclusivity period to negotiate definitive documentation for the proposed transaction, which would be extendible for successive 10-day periods at USAR’s option during which TMRC would not be permitted to solicit, negotiate or enter into any alternative transactions.

On February 2, 2026, Mr. Marchese and Mr. Blitzer held a telephone conference in which they discussed the revised proposal delivered by USAR and they agreed that an exclusivity period for negotiations was appropriate.

On February 3, 2026, on behalf of TMRC, Loeb circulated a new draft letter of intent to USAR and White & Case that, among other things: (1) reintroduced TMRC’s proposal that the share consideration from USAR increase proportionally if TMRC issues additional TMRC Shares prior to closing but only up to a cap of one million additional TMRC Shares; and (2) accepted an exclusivity period for negotiations but revised the exclusivity period so that it could only be extended for a single 15-day period and only if USAR was working in good faith towards completion of definitive documentation.

On February 3, 2026, representatives of TMRC, USAR, Loeb and White & Case participated in a virtual meeting to discuss the draft letter of intent. The parties discussed the potential increase in USAR Shares consideration if TMRC issued additional shares and USAR indicated its willingness to accept the TMRC proposal if the proportionate increase in USAR Shares consideration were to apply to the issuance of no more than an additional 500,000 TMRC Shares and only if the parties executed definitive documentation during the exclusivity period, which both parties indicated a willingness to set at 30 days.

On February 3, 2026, following such meeting, White & Case, on behalf of USAR, transmitted a further revised letter of intent (the “LOI”) to TMRC and Loeb that, among other things, reflected the parties’ agreement with respect to the increase in USAR Shares consideration and the 30-day exclusivity period.

On February 3, 2026, the TMRC Board met to evaluate the terms proposed in the LOI delivered by White & Case on behalf of USAR. The LOI provided that USAR will acquire 100% of the fully diluted shares of TMRC in exchange for 3.80 million USAR Shares, subject to a proportionate upward adjustment to take into account any additional TMRC Shares issued prior to closing in connection with the exercise of warrants and the exercise or grant of equity awards, at a ratio of 0.0466558 USAR Shares for each additional TMRC Share, up to a maximum of 500,000 additional TMRC Shares. The LOI was not a legally binding obligation in respect of any of the substantive provisions of the LOI relating to the acquisition of TMRC and the parties would not be obligated to negotiate or consummate the transactions or enter into a definitive agreement. Mr. Marchese indicated that the transaction contemplated by the LOI was predicated on the TMRC Board, after receiving the favorable opinion of an independent financial advisor, concluding that the exchange ratio was fair to the TMRC stockholders.

In addition, during the meeting the TMRC Board discussed the LOI in light of other concerns of the TMRC Board, including the concern that the weight of anticipated capital calls with respect to the Round Top Project, and the challenge TMRC would have in meeting such capital calls, could put TMRC in a position of TMRC’s interest in RTMD being diluted down to 3%. The TMRC Board also discussed that if there were capital calls beyond the time at which TMRC’s interest was diluted to 3% and TMRC was unable to fund such capital calls, then TMRC would be unable to participate in any potential profits until it funded such capital calls. The TMRC Board also considered the fact that TMRC had been unsuccessful in raising capital in 2025 in order to diversify TMRC’s business. At the end of the meeting the TMRC Board approved execution of the LOI. Later, Messrs. Marchese, Blitzer and Kronenfeld had communications that day that indicated both the TMRC Board and USAR Board had approved execution of the LOI. The USAR Board did not hold a formal meeting on the matter.

On February 3, 2026, TMRC and USAR executed the LOI.

On February 5, 2026, TMRC engaged Roth to act as its financial advisor to assess the proposed transaction and, if such assessment warranted, to prepare and deliver a fairness opinion with respect to the transaction.

On February 8, 2026, TMRC and USAR executed a mutual non-disclosure agreement, which protects confidential information furnished in connection with the proposed transaction.

On February 11, 2026, White & Case provided an initial draft merger agreement to Loeb.

On February 13, 2026, White & Case and Loeb held a virtual meeting to discuss the diligence process for each party, including the financial information regarding USAR that USAR was prepared to provide to TMRC and its representatives, including Roth, in connection with TMRC’s due diligence of USAR.

On February 15, 2026, representatives of TMRC, USAR, Loeb and White & Case participated in a virtual meeting to discuss, among other issues, the financial information, including projections, that USAR was prepared to deliver to TMRC and Roth in connection with TMRC’s due diligence of USAR. USAR’s representatives explained the basis for its inability to deliver certain financial information to TMRC.

On February 16, 2026, TMRC, at the suggestion of Loeb, engaged Potter Anderson & Corroon LLP (“Potter Anderson”) as its outside counsel to represent it in the proposed transaction with USAR with respect to the laws of the State of Delaware.

Between February 19, 2026, and through the date of execution on March 4, 2026, TMRC, USAR and each of their respective legal counsels engaged in numerous communications with respect to the open issues in the draft merger agreement and exchanged drafts of the merger agreement. During the course of the negotiations, significant areas of discussion involved the representations and warranties and interim operating covenants of TMRC and USAR; the amount of the termination fee payable by TMRC in connection with the termination of the transaction and the circumstances under which that fee would be payable; the potential tax treatment and related transaction structure; and conditions to closing.

On February 21, 2026, Mr. Marchese and Mr. Blitzer exchanged correspondence in which Mr. Marchese indicated that the exchange ratio contemplated in the draft merger agreement valued TMRC at a discount to its market price. Mr. Blitzer indicated a willingness to consider an increase in the amount of merger consideration if a discount persisted at the time the parties were ready to execute a definitive agreement. However, the parties concluded that if the merger consideration in the transaction was “at the market” at the time the parties signed the Merger Agreement, there should not be a need for adjustment.

On February 24, 2026, White & Case, on behalf of USAR, delivered a draft of the voting agreement to be entered into with directors and executive officers of TMRC (the “Voting Agreement”). Between February 24, 2026 through the date of execution on March 4, 2026, White & Case and Loeb negotiated and finalized the form of Voting Agreement.

On February 27, 2026, the TMRC Board held a meeting via video/conference call in order to discuss the USAR transaction. In attendance were Mr. Marchese, Dan Gorski, Jonathan Beigle, Cecil Wall, Don Hulse and Deepak Malhotra. Thomas C. Pritchard, an attorney of TMRC, and Chris Mathers, the CFO of TMRC, were also in attendance. Representatives of Loeb, Roth and Potter Anderson also attended.

Mr. Marchese provided an introduction of the participants and confirmed with all board members that they have been receiving and reviewing drafts of the proposed merger agreement and the proposed voting agreement and have had, and continue to have, the opportunity to ask questions with respect to the terms and conditions of the proposed transaction.

Representatives of Roth led a detailed discussion regarding the financial analysis and processes being used in preparing the fairness opinion, including the valuation of TMRC, the implied offer value analysis of TMRC, net asset value analysis of TMRC, the WACC for TMRC, and select trading of publicly traded peer group companies of TMRC, and advised the TMRC Board that the analysis and fairness opinion were substantially complete. A robust discussion followed among counsel, Roth and the directors.

A representative of Loeb then led a detailed discussion with respect to the terms and conditions of the Merger Agreement, including the issues that remained to be resolved. A representative of Potter Anderson then led a detailed discussion of Delaware fiduciary obligations of board members.

On March 3, 2026, the TMRC Board met again to consider and vote upon the transaction. Also in attendance were representatives of Loeb, Roth, and Potter Anderson. During the board meeting, representatives of Roth led the review of Roth’s financial analysis of the transaction and provided the TMRC Board with an oral opinion (subsequently confirmed in writing) that, as of such date and based upon and subject to the procedures followed, assumptions made and qualifications and limitations on the review undertaken, and other matters considered by Roth in preparing its opinion (attached as Annex B to this proxy statement/prospectus), the Merger Consideration to be received by the stockholders of TMRC pursuant to the Merger Agreement, was fair from a financial point of view. After a robust discussion, the TMRC Board (a) determined that it is fair to and in the best interests of TMRC and its stockholders, and declared it advisable, to enter into the Merger Agreement, (b) approved the Merger Agreement and the execution, delivery and performance of the Merger Agreement by TMRC and the consummation by TMRC of the Transactions, (c) resolved, on the terms and subject to the conditions set forth in the Merger Agreement, to submit it to TMRC’s stockholders for consideration at a meeting of TMRC stockholders, and (d) resolved, on the terms and subject to the conditions set forth in the Merger Agreement, to recommend that the holders of TMRC Shares adopt the Merger Agreement.

On March 3, 2026, the USAR Board, with representatives of White & Case and members of management also in attendance, met to review the Merger Agreement and the Transactions. Members of management presented certain key commercial terms regarding the transactions to the USAR Board. A representative of White & Case summarized certain key terms regarding the Merger Agreement and Voting Agreements, including the status of the issues that remained unresolved. Following such presentations and a subsequent discussion among the USAR Board, the USAR Board (a) determined that the Merger Agreement and the Transactions are advisable and in the best interests of USAR and its stockholders and (b) approved the Merger Agreement and the execution, delivery and performance of the Merger Agreement by USAR and the consummation by USAR of the Transactions.

The Merger Agreement, Voting Agreements and other transaction documents were executed during the evening on March 4, 2026. Before the opening of market on March 5, 2026, USAR and TMRC issued a joint press release announcing the transaction.

USAR’s Reasons for the Mergers

USAR believes that the Mergers will advance its strategic objective of building a globally integrated, non-China critical minerals and technology platform. In particular, the USAR Board considered the following factors in approving the Merger Agreement:

•        The Round Top Project is an important part of USAR’s fully integrated rare earth and permanent magnet value chain across the United States, United Kingdom, France and Brazil, encompassing mining to metal-making, alloy production and neodymium magnet manufacturing, as part of USAR’s strategy of establishing a secure, Western-aligned supply of materials essential to the aerospace and defense, semiconductor, energy, data center, physical AI, mobility, healthcare and industrial sectors. The Mergers will enable USAR to acquire TMRC’s approximately 18.7% minority interest in RTMD, thereby establishing USAR as the sole operator and 100% economic beneficiary of the Round Top Project.

•        In addition, by eliminating the outstanding minority interest, the Mergers simplify governance, unify strategic decision-making, and align capital planning and execution under a single operator which the USAR Board views as essential to support the efficient transition from development to commercial production under USAR’s AMP.

•        The Mergers will also secure for USAR the rights under existing long-term leases covering approximately 950 acres at the Round Top Project, together with prospecting rights on an additional 9,345 acres.

The USAR Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination. The USAR Board viewed its position as being based on all the information and factors presented to and considered by it. In addition, individual directors may have given different weights to different information and factors.

TMRC’s Reasons for the Mergers

The TMRC Board, at a meeting held on March 3, 2026, (a) determined that it is fair to and in the best interests of TMRC and its stockholders, and declared it advisable, to enter into the Merger Agreement, (b) approved the Merger Agreement and the execution, delivery and performance of the Merger Agreement by TMRC and the consummation by TMRC of the transactions contemplated thereby (the “Transactions”), including the Mergers, (c) resolved, on the terms and subject to the conditions set forth in the Merger Agreement, to submit the Merger Agreement to TMRC’s stockholders for consideration at a meeting of TMRC’s stockholders and (d) resolved, on the terms and subject to the conditions set forth in the Merger Agreement, to recommend that the holders of TMRC Shares adopt the Merger Agreement.

In reaching its determinations and recommendations, the TMRC Board consulted with company management and financial and legal advisors and considered a range of factors and scenarios, including the non-exhaustive list of factors, described below, which are not presented in any relative order of importance and each of which the TMRC Board viewed as being supportive of its determination.

•        The Mergers enable TMRC stockholders to avoid the dilution that would likely result from TMRC’s inability to fund its portion of anticipated RTMD capital calls for 2026 of as much as $50 million, which could reduce TMRC’s economic interest in RTMD to as little as 3%.

•        TMRC stockholders will receive fully registered USAR Shares in the Mergers. USAR has a much larger market capitalization and greater trading liquidity than that of TMRC. TMRC stockholders, therefore, will benefit from an enhanced ability to achieve liquidity based on USAR’s daily trading volumes in the twelve months preceding the announcement of the Transactions.

•        The Merger Agreement provides for a fixed number of USAR Shares to be issued in exchange for TMRC Shares. The Merger Consideration will not fluctuate as a result of possible changes in the market prices of TMRC Shares and USAR Shares following the announcement of the Transactions, providing protection against potential downside movement in the trading price of TMRC Shares in light of the volatility of securities trading markets and commodities prices.

•        The Mergers enable TMRC stockholders to fully participate in the value and opportunities that are expected to result from the Mergers, including equity participation in a combined business with three worldwide asset portfolios: the Round Top project, the metal-making subsidiary and the magnet manufacturing facilities, which offer significantly expanded future growth potential as compared to TMRC’s minority interest in RTMD on a standalone basis.

•        The combined company resulting from the Mergers will be better positioned to invest in RTMD as a result of its market capitalization and strong balance sheet, which may be further strengthened by a potential U.S. government investment in USAR and a collaboration with the U.S. Department of Energy. The announced letter of intent covered a total investment of $1.6 billion. Consequently, TMRC stockholders will have a greater ability to reap the benefits of their investment in the Round Top project than they would have had through a potentially diluted investment in RTMD.

•        The TMRC Board also considered the following risks inherent in maintaining the assets within the current, or a somewhat larger, standalone exploration and production company, and determined that the USAR transaction eliminated, or significantly reduced, key risks including:

•        concentration risk associated with having virtually 100% of TMRC assets tied up in RTMD;

•        the risks related to the ongoing trend of investors seeking to allocate capital to listed companies and the largest and most financially stable and critical mineral producers, which has contributed to reduced valuations for small and micro-cap companies that trade on the OTC; and

•        financial and operating risks associated with growing pressure to diversify away from solely critical minerals.

•        The TMRC Board’s detailed consideration of the opportunities and risks of various potential strategic alternatives to the Mergers available to TMRC, including (i) other potentially available strategic transactions such as an acquisition of TMRC by another industry participant large enough to execute an acquisition of TMRC or the acquisition of TMRC’s minority interest in RTMD (taking into account that USAR holds a right of first refusal pursuant to the RTMD amended and restated limited liability company agreement dated June 26, 2023 (the “RT LLC Agreement”)), and (ii) continuing as a stand-alone publicly traded company, and the TMRC Board’s determination that none of the possible alternatives to the Mergers was reasonably likely to present superior opportunities for TMRC to create greater value for TMRC stockholders, taking into account execution risks as well as business, financial, industry and competitive factors. In reaching such an assessment, the TMRC Board considered that no strategic alternatives emerged from its prior solicitation process in 2025, pursuant to which [advisor] reached out to [•] potential counterparties, which included a wide range of industry participants with market capitalizations lower than and in excess of that of USAR, on behalf of TMRC to gauge their interest in a potential transaction, [all of which] declined to enter into serious discussions with respect to a transaction.

•        USAR’s larger, diversified asset portfolio provides a unique opportunity for TMRC stockholders to gain equity participation in a more diversified asset base and would de-risk the TMRC stockholders’ existing concentrated exposure in RTMD.

•        USAR’s strong balance sheet has a greater ability to fund major projects at RTMD while maximizing cash returns and invest across the critical mineral value chain, optimize capital allocation across its diversified asset portfolio, explore other critical mineral opportunities, and invest in technological innovation to enhance future opportunities than TMRC has on a standalone basis.

•        USAR’s strong management team and the USAR Board will position the combined company for sustained growth and drive long-term shareholder value.

•        The complementary nature, quality and scale of assets of USAR and TMRC, including TMRC’s assets in RTMD, are complementary to those of USAR and would allow the combined company to engage in capital-efficient development. These synergies are expected to benefit TMRC stockholders by: (i) enhancing the combined company’s position globally, (ii) optimizing the combined company’s development plans to deliver greater economic efficiencies, and (iii) supporting further growth opportunities globally.

•        The combined company will have a more diversified asset portfolio and improved ability to withstand commodity supply and demand and price volatility.

•        USAR and TMRC share similar philosophies in regard to the significance of developing an end-to-end mine-to-magnet strategy.

•        The TMRC Board reviewed and considered the terms of the Merger Agreement, taken as a whole, including:

•        the representations, warranties and covenants of the parties;

•        the restrictions imposed on TMRC’s business and operations during the pendency of the Mergers are reasonable and customary for transactions like the Mergers and not unduly burdensome;

•        the lack of any financing condition or any condition based upon receiving USAR stockholder approval, which increases the likelihood that the Mergers will be completed in a timely manner;

•        that the limitations contained in the Merger Agreement on TMRC’s ability to solicit alternative proposals from third parties or respond to unsolicited acquisition proposals would not prevent or preclude any third party from making a competing proposal, subject to the terms and conditions provided in the Merger Agreement;

•        that notwithstanding the limitations contained in the Merger Agreement on TMRC’s ability to solicit alternative proposals from third parties and terminate the Merger Agreement, the Merger Agreement allows TMRC in certain circumstances before (but not after) the adoption of the Merger Agreement by the requisite holders of TMRC Shares, to engage in discussions with third parties regarding any unsolicited acquisition proposal for TMRC that constitutes or would reasonably be expected to result in a superior proposal;

•        the ability of the TMRC Board under certain circumstances to change, withdraw or modify the recommendation that TMRC’s stockholders vote in favor of the adoption of the Merger Agreement if the TMRC Board has determined in good faith, after consultation with its legal advisors, that failing to make a change in its recommendation would be reasonably likely to be inconsistent with the TMRC Board’s fiduciary duties;

•        the provisions of the Merger Agreement that restrict TMRC’s ability to solicit possibly superior transactions and that require payment by TMRC of a $3,250,000 termination fee under the Merger Agreement in specified circumstances are reasonable in light of the circumstances and the overall terms of the Merger Agreement, consistent with fees in comparable transactions, and would not significantly discourage alternative acquisition proposals that constitute superior proposals from credible third parties willing and able to make such proposals; and

•        that there are limited circumstances in which USAR may terminate the Merger Agreement.

•        On March 3, 2026, Roth presented the TMRC Board with its financial analysis of the Mergers followed by its oral opinion, confirmed by delivery of a written opinion dated March 3, 2026, to the effect that, based upon and subject to the factors and assumptions set forth therein, the Merger Consideration to be received by the holders of TMRC Shares pursuant to the Merger Agreement was fair from a financial point of view. For a more detailed description of the opinion of Roth, see the section entitled “Opinion of TMRC’s Financial Advisor” on page 6.

•        The likelihood that the Mergers would be consummated based on, among other things, the likelihood and anticipated timing of consummating the Mergers in light of the limited scope of the conditions to closing, including the lack of a requirement for the USAR stockholders to approve the merger and lack of required regulatory approval closing conditions.

•        TMRC’s stockholders’ ability to exercise their statutory appraisal rights under Section 262 of the DGCL and receive payment of the “fair value” of their respective TMRC Shares in lieu of the Merger Consideration, subject to and in accordance with the DGCL, unless and until any such stockholder withdraws or loses such holder’s right to appraisal and payment under the DGCL.

•        [The Mergers are intended, for U.S. federal income tax purposes, to qualify as a “reorganization” within the meaning of Section 368(a) of the Code.]

In the course of its deliberations, the TMRC Board also considered a variety of risks and other potentially negative factors, including the following:

•        The TMRC Board considered that because the Merger Consideration is based on a fixed number of shares, TMRC stockholders will bear the risk of a decrease in the trading price of USAR Shares during the pendency of the Mergers and the Merger Agreement does not provide TMRC with a collar or a value-based termination right.

•        The risks and contingencies relating to the announcement and pendency of the Mergers, including the potential for diversion of management and employee attention and the potential effect of the combination on the businesses of both companies and the restrictions on the conduct of TMRC’s business during the period between the execution of the Merger Agreement and the completion of the Mergers.

•        The TMRC Board considered that TMRC would be required to pay to USAR a termination fee of $3,250,000 in the event the Merger Agreement were to be terminated by USAR in certain circumstances, including in connection with a change in the TMRC Board’s recommendation to its stockholders with respect to adoption of the Merger Agreement and the possibility that such termination fee could deter a potential acquirer from proposing an alternative transaction that would provide greater value to TMRC stockholders.

•        The TMRC Board considered that the Merger Agreement required TMRC to terminate all discussions with potential alternative transaction counterparties while noting that TMRC would only have the right to respond to alternative proposals that the TMRC Board determines in good faith constitute or would reasonably be expected to result in a superior proposal and in accordance with the applicable terms of the Merger Agreement.

•        The TMRC Board considered that, based on the implied value of the Merger Consideration as of March [4], 2026, TMRC stockholders would own less than 2% of USAR after the Mergers.

•        The TMRC Board considered risks of the type and nature described under the sections entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in addition to the following risks:

•        the risk that the Mergers will not be completed, or may not be completed on the anticipated timeline, due to the failure to satisfy one or more of the conditions to closing or for other reasons outside of TMRC’s control, and that if the Mergers are not completed, TMRC stockholders would not receive the Merger Consideration and TMRC would remain subject to the risks and uncertainties of operating as a standalone company;

•        the fact that TMRC has incurred and will continue to incur significant transaction costs and expenses in connection with the proposed Transactions, regardless of whether the Mergers are consummated;

•        the potential for litigation by stockholders in connection with the Mergers, which, even where lacking in merit, could nonetheless result in distraction and expense;

•        the provisions of the Merger Agreement that impose certain restrictions on the operations of TMRC until implementation of the Mergers, which could delay or prevent TMRC from undertaking business opportunities that may arise and could have a negative impact on TMRC’s ability to maintain its existing business and employee relationships; and

•        the public announcement of the Mergers could adversely affect TMRC’s relationships with its employees, business partners, and other stakeholders, and could result in the diversion of management attention and resources away from day-to-day operations during the pendency of the Mergers.

The TMRC Board believed that, overall, the potential benefits of the Mergers to TMRC stockholders outweighed the potential risks and uncertainties of the Mergers.

In addition, the TMRC Board was aware of and considered that TMRC directors and executive officers may have interests in the Mergers that may be different from, or in addition to, their interests as stockholders of TMRC generally.

The foregoing discussion of factors considered by the TMRC Board is not intended to be exhaustive, but it includes material factors considered by the TMRC Board. In light of the variety of factors considered in connection with its evaluation of the Mergers, the TMRC Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. Moreover, each member of the TMRC Board applied his or her own personal business judgment to the process and may have given different weight to different factors. The TMRC Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate

determination. The TMRC Board based its recommendation on the entirety of the information presented. The TMRC Board believed that, overall, the potential benefits of the Mergers to TMRC stockholders outweighed the potential risks and uncertainties of the Mergers.

Opinion of TMRC’s Financial Advisor

Pursuant to an engagement letter dated February 8, 2026, the TMRC Board retained Roth Capital Partners, LLC (“Roth”) to render its opinion to the TMRC Board as to whether the Merger Consideration to be received by the stockholders of TMRC in connection with the Transactions pursuant to the Merger Agreement, was fair from a financial point of view.

On March 3, 2026, Roth rendered its opinion to the TMRC Board, which opinion was initially rendered orally and subsequently confirmed in writing, that, as of the date of such opinion, and based upon the assumptions made, procedures followed, matters considered, and qualifications and limitations of the review set forth in Roth’s written opinion, dated March 3, 2026 (the “Roth Fairness Opinion”), the Merger Consideration to be received by the stockholders of TMRC pursuant to the Merger Agreement, was fair from a financial point of view.

In the Roth Fairness Opinion, Roth noted that the Merger Agreement provided that each TMRC Share issued and outstanding prior to the Effective Time (other than any TMRC Shares as to which dissenters’ rights have been properly exercised and TMRC Shares owned by USAR, TMRC or any of their respective direct or indirect wholly owned subsidiaries) will be converted into the right to receive a pro rata portion of the 3,823,328 USAR Shares issuable to the TMRC stockholders as the Merger Consideration, based on the exchange ratio set forth in the Merger Agreement.

The full text of the Roth Fairness Opinion, which sets forth the procedures followed, assumptions made, matters considered, and qualifications and limitations of the review undertaken by Roth in rendering such opinion, is attached to this proxy statement/prospectus as Annex B and is incorporated by reference in its entirety to this proxy statement/prospectus. The Roth Fairness Opinion was prepared for the information and use of the TMRC Board (in its capacity as such) in connection with its consideration of the Transaction. The Roth Fairness Opinion was not intended to be used for any other purpose without Roth’s prior written approval in each instance, except as expressly provided for in the Roth Fairness Opinion. Roth has consented to the use of the Roth Fairness Opinion in this proxy statement/prospectus.

The Roth Fairness Opinion did not address TMRC’s underlying business decision to enter into the Merger Agreement or complete the Transaction, or the relative merits of the Transaction, as compared to any alternative transactions that were or may be available to TMRC, and does not constitute a recommendation to the TMRC Board or to any stockholder of TMRC as to how such stockholder should vote with respect to the Transaction or any other matter. The following summary of the Roth Fairness Opinion is qualified in its entirety by reference to the full text of such opinion.

For purposes of the Roth Fairness Opinion and in connection with Roth’s review, Roth, among other things:

•        reviewed a draft of the Merger Agreement;

•        reviewed certain publicly available information relating to USAR, including: (i) reported prices and trading activity for the USAR Shares; (ii) USAR’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and its subsequently filed Quarterly Reports on Form 10-Q; and (iii) equity research analyst estimates and target price ranges relating to USAR’s business, earnings, cash flow, assets, liabilities and prospects;

•        performed a discounted cash flow analysis of USAR based on publicly available equity research analyst forecasts and certain other assumptions, as directed by TMRC’s management;

•        conducted discussions with members of the senior management of TMRC concerning the business, operations, financial condition and prospects of TMRC and its proportionate interest in the assets, liabilities, and operations of RTMD;

•        reviewed certain publicly available information relating to TMRC, including: (i) reported prices and trading activity for the TMRC Shares; (ii) TMRC’s Annual Report on Form 10-K for the fiscal year ended August 31, 2025, and its subsequently filed Quarterly Reports on Form 10-Q; and (iii) the 2019 Preliminary Economic Assessment of the Round Top Project, Sierra Blanca, Texas, commissioned by the Round Top Project (the “Preliminary Economic Assessment”);

•        reviewed financial projections and forecasts prepared by the management of TMRC relating to the future performance of TMRC and the Round Top Project, including TMRC’s expected future ownership stake therein, and performed a discounted cash flow analysis based on such projections and forecasts;

•        reviewed and analyzed certain publicly available financial and other information of selected publicly traded companies that Roth deemed relevant and compared such information to that of USAR and TMRC;

•        participated in discussions with representatives of the TMRC Board and its legal advisors regarding TMRC’s business, the Round Top Project, and certain other matters that Roth deemed relevant for purposes of rendering its opinion; and

•        performed such other analyses, including detailed financial analyses, and considered such other factors as Roth deemed appropriate for the purpose of reviewing the proposed Transaction and rendering its opinion.

In rendering its opinion, Roth assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Roth by or through the TMRC Board. Roth further relied upon the assurances of the management of TMRC that such information does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in any material respect.

With respect to financial projections of TMRC, Roth was advised by the management of TMRC, and has assumed, that such projections have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of TMRC for the future financial performance of TMRC. Roth does not express any view as to the assumptions on which such projections are based or the assumed probabilities associated with future events contemplated thereby. The financial projections included in this proxy statement/prospectus were not prepared with a view toward compliance with published guidelines of the Securities and Exchange Commission or the guidelines established by the American Institute of Certified Public Accountants. The financial projections included in this proxy statement/prospectus have been prepared by, and are the responsibility of, TMRC’s management. BDO USA, P.C., Ham, Langston & Brezina, L.L.P., and PricewaterhouseCoopers Auditores Independentes Ltda have not audited, reviewed, examined, compiled, or applied agreed-upon procedures with respect to the financial projections included in this proxy statement/prospectus. Accordingly, BDO USA, P.C.; Ham, Langston & Brezina, L.L.P., and PricewaterhouseCoopers Auditores Independentes Ltda do not express an opinion or any other form of assurance with respect thereto. The reports of BDO USA, P.C., Ham, Langston & Brezina, L.L.P., and PricewaterhouseCoopers Auditores Independentes Ltda, incorporated by reference/included in this Form S-4 relate to previously issued financial statements and do not extend to the forecasted financial information, and should not be read to do so.

Further, no other independent accountants have compiled, examined or performed any procedures with respect to the forecasted financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or the achievability thereof, and, accordingly, such independent accountants assume no responsibility for, and disclaim any association with, the forecasted financial information. The reports of such independent accountants included or incorporated by reference herein, as applicable, relate exclusively to the historical financial information of the entities named in those reports and do not cover any other information in this proxy statement/prospectus and should not be read to do so. The forecasted financial information included in this proxy statement/prospectus speaks only as of the date on which such information was prepared, and neither USAR or TMRC undertakes any obligation, other than as required by applicable law, to update the forecasted financial information included herein to reflect events or circumstances after the date the forecasted financial information was prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances.

In rendering its opinion, Roth was not provided with, and did not rely upon, any non-public financial projections or internal forecasts of USAR, including its interest in the Round Top Project, and Roth’s analyses of USAR and its interest in the Round Top Project were based solely upon publicly available information, including publicly filed reports and publicly available equity research analyst estimates.

Roth assumed that the final executed Merger Agreement would not differ in any material respect from the draft Merger Agreement reviewed by Roth and that the Transaction would be consummated in accordance with the terms set forth in the Merger Agreement without any waiver, amendment or delay of any terms or conditions. Roth also assumed that, in connection with the receipt of all necessary governmental, regulatory or other approvals and consents required for the proposed Transaction, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on TMRC or the contemplated benefits expected to be derived from the proposed Transaction.

Roth is not a legal, tax, accounting or regulatory advisor, and expressed no opinion as to legal, tax, accounting or regulatory matters. Roth relied upon, without independent verification, the assessment of TMRC and its legal, tax, accounting and regulatory advisors with respect to legal, tax, accounting and regulatory matters. Accordingly, the Roth Fairness Opinion does not address any legal, tax, accounting or regulatory matters, as to which Roth understood that TMRC had obtained such advice as it deemed necessary from qualified professionals.

Roth did not perform any independent valuations or appraisals of any of the assets or liabilities (fixed, contingent or other) of TMRC or USAR, and has not been furnished or provided with any such appraisals or valuations. Roth did not undertake any independent analysis of any pending or threatened litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which TMRC, USAR, or any of their respective affiliates is a party or may be subject, did not make any assumptions concerning, and therefore did not consider, the possible assertion of claims, outcomes or damages arising out of any such matters.

Roth assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to it by or through the TMRC Board with respect to the Round Top Project, including the information set forth in the Preliminary Economic Assessment. Roth did not conduct any independent technical or geological audit of the Round Top Project, and expressed no view on the technical feasibility thereof.

The Roth Fairness Opinion was necessarily based on the economic, monetary, market, financial and other conditions as they existed and could have been evaluated as of the date of the Roth Fairness Opinion. Events occurring after the date of the Roth Fairness Opinion could materially affect the assumptions used in preparing the Roth Fairness Opinion. Roth does not have any obligation or responsibility to update, reaffirm or revise the Roth Fairness Opinion or otherwise comment upon any circumstances, developments or events occurring after the date of the Roth Fairness Opinion.

Roth is a nationally recognized investment banking firm that provides financial advisory services and is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, private placements, secondary distributions of listed and unlisted securities, and valuations for corporate, estate and other purposes. Roth was selected by TMRC based on Roth’s experience, expertise, reputation and familiarity with TMRC. The TMRC Board did not impose any limitations on Roth with respect to the investigations made or procedures followed in rendering its opinion. The Roth Fairness Opinion was approved by an authorized internal fairness committee at Roth in accordance with its customary practice.

The Roth Fairness Opinion was limited to and addressed only the fairness of the consideration to be received by the stockholders of TMRC pursuant to the Merger Agreement to the extent expressly set forth in the Roth Fairness Opinion. Roth was not asked to, nor did Roth offer any opinion on, and the Roth Fairness Opinion did not address, any other aspect or implication of the Merger Agreement or any agreement, arrangement or understanding entered into in connection with the Merger Agreement or otherwise, including, without limitation, the basic business decision to proceed with or effect the Transaction, the independent fair value of TMRC, or the fairness of the amount or nature of any compensation to any officers, directors or employees of any party to the Merger Agreement, or any class of such persons, relative to the consideration in the Merger Agreement. Further, Roth expressed no opinion on the relative merits of the Merger Agreement as compared to any alternative business strategies that might exist for TMRC, the underlying business decision of the Company to proceed with the Merger Agreement, or the effects of any other transaction in which TMRC might engage. In addition, the Roth Fairness Opinion did not address the solvency or viability of TMRC or USAR before or after the consummation of the Transaction.

In connection with its engagement by the TMRC Board, Roth agreed to receive a fee of $350,000 upon the delivery of the Roth Fairness Opinion, which is payable in cash. This fee was determined by Roth and proposed to the TMRC Board. In addition, Roth is entitled to receive an advisory fee for its services as financial advisor to TMRC in connection with the Transaction in an amount equal to 0.75% of the aggregate consideration paid to or received by TMRC in connection with the Transaction, contingent upon the completion of the Transaction. Such advisory fee will

be paid in cash at the time of, and as a condition to, the closing of the Transaction. The advisory fee is independent of any consideration for issuance of the Roth Fairness Opinion. TMRC has agreed to indemnify Roth against certain liabilities. Roth will also be reimbursed for certain expenses in connection with its services up to a limit of $35,000 for all expenses, which limit may be modified with the consent of TMRC.

Roth is a full-service securities firm engaged in securities trading and brokerage activities, as well as providing investment banking and other financial services. In the ordinary course of business, Roth and its affiliates may acquire, hold or sell, for Roth’s or its affiliates’ own accounts and for the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of TMRC and the other parties to the Transaction, and, accordingly, may at any time hold a long or a short position in such securities. Except as described above or as set forth below, Roth has not had a material relationship with, nor has it otherwise received any fees from TMRC, USAR or any other party to the Transaction during the two years preceding the date hereof. During the two years preceding the date hereof, Roth has had certain investment banking relationships with USAR. In April 2025, Roth was engaged by USAR to act as a co-placement agent in connection with a private placement of its securities, which offering generated gross proceeds to USAR of approximately $75 million, and for which Roth received aggregate compensation of approximately $450,000 in connection with such engagement.

Summary of Material Financial Analyses

The following is a summary of material financial analyses prepared, or reviewed, by Roth and discussed with the TMRC Board in connection with the rendering of the Roth Fairness Opinion:

•        discounted cash flow analysis with respect to USAR performed by Roth;

•        selected publicly traded comparable companies analysis with respect to USAR and the Round Top Project, performed by Roth; and

•        net asset valuation analysis with respect to the Round Top Project and TMRC’s ownership interest therein, performed by Roth.

The order in which the analyses are listed above and described below does not represent the relative importance or weight given to the analyses by Roth. Some of the summaries of financial analyses include information presented in tabular format. In order to fully understand such analyses, the tables must be read together with the text of the related summary. The tables alone do not constitute a complete description of Roth’s analyses. Considering the data described below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the analyses.

Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before March 3, 2026, and is not necessarily indicative of current market conditions.

Discounted Cash Flow Analysis

The discounted cash flow analysis is a “forward looking” methodology and is based on projected future cash flows to be generated by USAR which are then discounted back to March 3, 2026 (the “Valuation Date”). This methodology has three primary components: (i) the present value of projected standalone unlevered, after-tax free cash flows for a determined period, (ii) the present value of the terminal value of cash flows (representing firm value beyond the time horizon on the projection), and (iii) the weighted average cost of capital (“WACC”) used to discount such future cash flows and terminal value back to the present.

For purposes of the discounted cash flow analysis, Roth utilized publicly filed reports and publicly available equity research analyst forecasts and certain other assumptions, as directed by TMRC’s management, to calculate USAR’s projected standalone unlevered, after-tax free cash flows for the calendar years ending December 31, 2025 through December 31, 2030.

In performing its discounted cash flow analysis, Roth calculated ranges of the estimated present values of the unlevered, after-tax free cash flows of USAR forecasted to generate for 2025 to 2030 by applying discount rates, as of the Valuation Date, ranging from 13.8% to 17.8%, reflecting Roth’s estimates of USAR’s WACC, as further described below.

The WACC was calculated using a cost of equity of 16.1% and a cost of debt of 7.2%. Roth further calculated terminal values by applying EBITDA exit multiples ranging from 11.7x to 15.7x to USAR’s terminal year 2030 EBITDA of $966 million.

The WACC was calculated by adding (i) the estimated market value of equity as a percentage of the total market value of USAR’s capital multiplied by USAR’s estimated cost of equity, and (ii) the estimated market value of debt as a percentage of the total market value of USAR’s capital multiplied by USAR’s estimated after-tax market cost of debt. The estimated market value of USAR’s debt and equity were calculated using the average debt to equity ratios of the comparable publicly traded companies. The estimated cost of equity was calculated using the capital asset pricing model, which took into account the betas of comparable publicly traded companies, the risk-free rate, a historical equity market risk premium and a historical small capitalization risk premium, which risk premiums were sourced from the 2024 Kroll Cost of Capital Module. The estimated cost of debt was based on publicly available data as of the Valuation Date.

Selected Public Companies Analysis

Roth analyzed publicly available financial and stock market data for (i) eight (8) selected publicly traded companies operating in the lithium and industrial mineral and hard rock rare mining industry with market capitalizations ranging from $62 million to $13.5 billion as of the Valuation Date for USAR (collectively, the “USAR selected companies”), and (ii) six selected publicly traded companies that have majority ownership in hard rock rare mineral mining projects with market capitalizations ranging from $80 million to $13.5 billion as of the Valuation Date for the Round Top Project (collectively, the “Round Top Project selected companies”).

Selected Public Companies Analysis for USAR

Roth selected the following publicly traded companies as the USAR selected companies that it considered generally relevant for the analysis for USAR:

•        Lynas Rare Earths Limited

•        MP Materials Corp.

•        Liontown Limited

•        Critical Metals Corp.

•        Dateline Resources Limited

•        Arafura Rare Earths Limited

•        Australian Strategic Materials Ltd

•        Resolution Minerals Ltd

Roth reviewed various financial metrics of the USAR selected companies, including enterprise values, which were calculated as fully diluted equity values based on the closing stock prices on the Valuation Date, plus, if applicable for each company, total debt (excluding leases), preferred equity, and non-controlling interests minus cash and cash equivalents.

These enterprise values were analyzed as multiples of estimated revenue and EBITDA for calendar year 2027. The financial data for the USAR selected companies was sourced from publicly available data obtained from public filings with the SEC and other data sources, and subject to the following:

•        Based on Roth’s judgment and experience, the analysis excludes the highest and lowest 25% of revenue multiples for the eight USAR selected companies. After excluding these data points, the overall low to high calendar year 2027 estimated revenue multiples observed for the USAR selected companies were 5.1x to 9.8x (with an overall median of 7.0x). Roth applied the above selected ranges for projected calendar year 2027 to corresponding data of USAR.

•        Based on Roth’s judgment and experience, the analysis uses the median EBITDA multiple from the eight USAR selected companies as the midpoint, developing a range by subtracting and adding 2x to establish the low and high ends. After applying these data points, the overall low to high calendar year 2027 estimated EBITDA multiples observed for the USAR selected companies were 11.7x to 15.7x (with an overall median of 13.7x). Roth applied the above selected ranges for projected calendar year 2027 to corresponding data of USAR.

This analysis resulted in the reference ranges of implied value per USAR Share set forth below:

____________

(1)      “EV” refers to enterprise value and “CY” refers to calendar year.

Selected Public Companies Analysis for the Round Top Project and Net Asset Value for TMRC

Roth selected the following publicly traded companies as the Round Top Project selected companies that it considered generally relevant for the analysis for the Round Top Project:

•        Lynas Rare Earths Limited — Mt Weld

•        MP Materials Corp. — Mountain Pass

•        Arafura Rare Earths Limited — Nolans

•        Rare Element Resources — Bear Lodge

•        VHM Limited — Goschen

•        Defense Metals Corp. — Wicheeda

Roth reviewed various financial metrics of the Round Top Project selected companies, including enterprise values, which were calculated as fully diluted equity values based on the closing stock prices on the Valuation Date, plus, if applicable for each company, total debt (excluding leases), preferred equity, and non-controlling interests minus cash and cash equivalents. Roth also reviewed each Round Top Project selected company’s ownership percentage in mining projects, including Total Rare Earth Element (TREE) and Net Asset Value (NAV) of each project as of the Valuation Date.

The enterprise values were analyzed as multiples of TREE and the NAVs were analyzed as multiples of price as of the Valuation Date. The financial and mining project data for the Round Top Project selected companies was sourced from publicly available data obtained from public filings with the SEC, each project’s technical and feasibility reports, and other data sources, and subject to the following:

•        Based on Roth’s judgment and experience, the analysis excludes the highest and lowest 25% of TREE multiples for the five Round Top Project selected companies. After excluding these data points, the overall low to high estimated TREE multiples observed for the Round Top Project selected companies were $170 million to $2.5 billion (with an overall median of $698 million). That range was further adjusted for TMRC’s expected ownership and divided by the number of TMRC Shares outstanding, which resulted in share price range of $0.19 to $2.69 per TMRC Share.

The NAV analysis is a “forward looking” methodology and is based on projected future cash flows to be generated by the Round Top Project over a 22-year projection period, which are then discounted back to the Valuation Date. This methodology has three primary components: (i) the present value of projected standalone unlevered, free cash flows for the determined period, (ii) the projection of TMRC’s equity interest in the project over this period, as a result of expected cash calls and estimated dilution thereof, and (iii) the WACC used to discount such future cash flows back to the present.

For purposes of the NAV analysis, Roth utilized TMRC’s management assumptions and projected cash flows for the Round Top Project based on publicly available information, as well as certain other assumptions as directed by TMRC’s management. In performing its NAV analysis, Roth calculated ranges of the estimated present values of the unlevered, free cash flows of the Round Top Project for its 22-year projection period by applying discount rates, as of the Valuation Date, ranging from 10% to 20%, reflecting Roth’s estimates of the Round Top Project’s WACC. The WACC was calculated using a cost of equity of 15.9% and a cost of debt of 7.1%. Roth further calculated the implied value attributable to TMRC, based on forecasted ownership percentage of 4.12%, accounting for expected cash calls and resulting dilution. The value was further adjusted by estimated price to NAV multiples observed for the Round Top Project selected companies, as specified below:

•        Based on Roth’s judgment and experience, the analysis excludes the highest and lowest 25% of price to NAV multiples for the five Round Top Project selected companies. After excluding these data points, the overall low to high estimated price to NAV multiples observed for the Round Top Project selected companies were 0.08x to 0.88x (with an overall median of 0.61x). Roth subtracted the above selected ranges to derive a range for TMRC’s Adjusted NAV Per Share using TMRC’s management projected 2028 ownership interest in the Round Top Project of 4.12%.

This analysis resulted in the reference ranges of implied value per TMRC Share set forth below:

____________

(1)      Dollar amounts are in millions of United States dollars.

(2)      “EV” refers to enterprise value.

Miscellaneous

This summary is not a complete description of the Roth Fairness Opinion or the underlying analyses and factors considered in connection with such opinion. The preparation of a fairness opinion is a complex process involving the application of subjective business and financial judgment in determining the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, is not readily susceptible to a partial analysis or summary description. Roth believes that its analyses described above must be considered as a whole and that considering any portion of such analyses or factors considered without considering all such analyses and factors could create a misleading or incomplete view of the processes underlying Roth’s analyses and its opinion. In arriving at its fairness determination, Roth considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, it made its fairness determination on the basis of its experience and professional judgment after considering the results of all of its analyses. In performing its analyses, Roth made numerous assumptions with respect to industry performance and general business and economic conditions, such as industry growth, inflation, interest rates and many other matters, many of which are beyond the control of TMRC, USAR and their respective advisors. Any estimates used in Roth’s analyses, and the results derived from such analyses, are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by such analyses. No company selected for the analyses described above is identical to TMRC and/or USAR.

In conducting its analyses and arriving at its opinion, Roth utilized a variety of valuation methods. The analyses were prepared solely for the purpose of enabling Roth to provide its opinion to the TMRC Board as to the fairness, from a financial point of view, of the Merger Consideration to be received by the stockholders of TMRC pursuant to the Merger Agreement as of the date of the Roth Fairness Opinion, and do not purport to be appraisals or necessarily reflect the prices at which these companies or securities may actually be sold, which are inherently subject to uncertainty.

The terms of the Transaction were determined through arm’s-length negotiations between TMRC and USAR and were approved by the TMRC Board and the USAR Board. The decision to enter into the Merger Agreement by TMRC was solely that of the TMRC Board. Roth did not make any recommendations as to any specific consideration to TMRC or the TMRC Board, or that any specific amount or type of consideration constituted the only appropriate consideration for the Transaction. In addition, Roth was not authorized to, and did not, solicit any expressions of interest from any other parties with respect to any transaction involving TMRC or USAR, or review other alternative

business combinations or transactions that TMRC could pursue. As described above, the Roth Fairness Opinion and the presentation of such opinion to the TMRC Board by Roth were among a number of factors taken into consideration by the TMRC Board in making its determination to approve the Merger Agreement, the Transaction and the other transactions contemplated thereby, including the factors described elsewhere in this proxy statement/prospectus.

Interests of USAR’s Directors and Executive Officers in the Mergers

Except for their interests as stockholders of USAR, USAR’s directors and executive officers do not have any interests in the Mergers that are different from, or in addition to, those of other USAR stockholders generally.

Interests of TMRC’s Directors and Officers in the Mergers

In considering the recommendation of the TMRC Board to vote in favor of the Merger Proposal, TMRC stockholders should be aware that, aside from their interests as stockholders, TMRC’s directors and officers have interests in the Mergers that are different from, or in addition to, those of other TMRC stockholders generally. TMRC’s directors were aware of and considered these interests, among other matters, in evaluating the Mergers and in recommending to stockholders that they approve and adopt the Merger Agreement and the Mergers. TMRC stockholders should take these interests into account in deciding whether to approve the Merger Proposal. These interests include, among other things:

•        As a condition to closing of the Mergers, TMRC will cause 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 prior to the Effective Time.

•        The Merger Agreement provides that for a period of six years from and after the Effective Time, USAR shall cause the surviving company to (or if the surviving company is not able, USAR shall) indemnify and hold harmless all present and former director or officer of TMRC or any of its subsidiaries and each other person who, at the request or for the benefit of TMRC or its subsidiaries, is or was previously serving as a director, officer, manager, employee or fiduciary of any other person or any benefit plan of TMRC or any benefit plan of any TMRC subsidiary (in each case, when acting in such capacity) (determined as of the Effective Time) from and against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, penalties, amounts paid in settlement (including all interest, assessments and other charges) or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time as provided in the certificate of incorporation or bylaws or other governing documents of TMRC or the applicable subsidiary of TMRC in effect on the date of the Merger Agreement or any indemnification agreement between such indemnified party and TMRC or applicable subsidiary of TMRC to the fullest extent permitted under applicable law. For six years after the Effective Time, USAR shall cause the surviving company to maintain in effect provisions in the surviving company’s certificate of formation and limited liability company agreement or similar organizational documents (or in such documents of any successor to the business of the surviving company) and the organizational documents of any TMRC subsidiary regarding exculpation, indemnification of directors, officers, employees, fiduciaries and agents and advancement of fees, costs and expenses that are no less advantageous to the intended beneficiaries than the corresponding provisions in existence on the date of the Merger Agreement. From and after the Effective Time, USAR, the surviving companies of the Mergers, and each of their subsidiaries including RT, shall honor and comply with their respective obligations under any indemnification agreement with any indemnified person in effect as of date of the Merger Agreement and indemnification obligations under the RT LLC Agreement, and not amend, repeal or otherwise modify any such agreement or the RT LLC Agreement in any manner that would adversely affect any right of any indemnified party thereunder.

•        Prior to the Effective Time, TMRC may, as of the Effective Time, obtain and fully pay for “tail” insurance policies for the extension of the directors’ and officers’ liability coverage of TMRC’s existing directors’ and officers’ insurance policies with a claims period of at least six years from and after the Effective Time with respect to any claim related to any period of time at or prior to the Effective Time from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to

directors’ and officers’ liability insurance. If TMRC, for any reason, fails to obtain such “tail” insurance policies as of the Effective Time, USAR shall use its best efforts to purchase such insurance for that six-year period.

•        Under Voting and Support Agreements with TMRC and USAR, each of TMRC’s directors and executive officers, has agreed to vote all of his TMRC Shares in favor of the Merger Proposal. As of the close of business on the record date for this special meeting, the TMRC stockholders who are parties to the Voting and Support Agreements collectively owned (with sole or shared voting power) approximately [19.61]% of the TMRC Shares outstanding and entitled to vote at the this special meeting.

These interests may have influenced TMRC’s directors in approving the Merger Agreement and the Mergers and making their recommendation to TMRC stockholders to vote in favor of the approval and adoption of the Merger Agreement and the Mergers.

Appraisal Rights and Dissenters’ Rights

TMRC

General

If the Mergers are completed, TMRC stockholders of record and beneficial owners who do not vote in favor of the Merger Proposal, who continuously hold such shares as of immediately before and through the effective date of the Mergers and who properly demand appraisal of their shares may be entitled to appraisal rights in connection with the Mergers under Section 262 of the DGCL.

The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262 of the DGCL, which is attached to this proxy statement/prospectus as Annex C. The following summary does not constitute any legal or other advice nor does it constitute a recommendation that TMRC stockholders of record or beneficial owners exercise their appraisal rights under Section 262 of the DGCL. All references in Section 262 of the DGCL to a “stockholder” and all references in this discussion of appraisal rights to a “TMRC stockholder” are to the record holders of TMRC Shares unless otherwise noted herein. All such references to a “beneficial owner” mean a person or entity who is the beneficial owner of TMRC Shares held either in voting trust or by a broker, bank or other nominee on behalf of such person or entity unless otherwise expressly noted herein. If you hold your TMRC Shares through a broker, bank or other nominee and you wish to exercise appraisal rights, you should consult with your broker, bank or the other nominee.

Any TMRC stockholder or beneficial owner contemplating the exercise of such appraisal rights should review carefully the provisions of Section 262 of the DGCL, particularly the procedural steps required to properly demand and perfect such rights. Failure to strictly follow the procedures required by Section 262 of the DGCL for demanding and perfecting appraisal rights may result in the loss of such rights.

Under Section 262 of the DGCL, where a merger agreement is to be submitted for adoption at a meeting of stockholders, such as the special meeting, the corporation, in this case TMRC, must notify not less than 20 days before the meeting each of its stockholders who was such on the record date for notice of such meeting with respect to shares for which appraisal rights are available that appraisal rights are available and include in the notice a copy of Section 262 of the DGCL. This proxy statement/prospectus constitutes TMRC’s notice to its stockholders that appraisal rights are available in connection with the Mergers, and the full text of Section 262 of the DGCL is attached to this proxy statement/prospectus as Annex C. In connection with the Mergers, any stockholder of record or beneficial owner of TMRC Shares who wishes to exercise appraisal rights, or who wishes to preserve their right to do so, should review the following discussion and Annex C carefully because failure to timely and properly comply with the procedures specified will result in the loss of such appraisal rights. A TMRC stockholder or beneficial owner who loses his, her or its appraisal rights will be entitled to receive the consideration in the Mergers described in the Merger Agreement and elsewhere in this proxy statement/prospectus (without interest). Moreover, the process of dissenting and exercising appraisal rights requires compliance with technical

prerequisites, and because of the complexity of the procedures for exercising the right to seek appraisal of TMRC Shares, TMRC believes that if a TMRC stockholder or beneficial owner considers exercising such rights, they should seek the advice of legal counsel.

How to Exercise and Perfect Your Appraisal Rights

TMRC stockholders or beneficial owners wishing to exercise the right to seek an appraisal of their TMRC Shares must do all of the following:

•        deliver to TMRC a written demand for appraisal before the vote on the Merger Proposal at the Special Meeting, which written demand must reasonably inform TMRC of the identity of the TMRC stockholder or beneficial owner and that the TMRC stockholder or beneficial owner intends to demand appraisal of their shares. This written demand for appraisal must be in addition to and separate from any proxy or vote abstaining from or voting against the Merger Proposal. Voting “AGAINST” or failing to vote “FOR” the Merger Proposal by itself does not constitute a demand for appraisal within the meaning of Section 262 of the DGCL;

•        not vote in favor of, or abstain from voting on, the Merger Proposal (if a TMRC stockholder) or, if a beneficial owner, not instruct their broker, bank or other nominee to vote their share(s) in favor of the Merger Proposal or instruct their nominee record holder to abstain from voting on the Merger Proposal;

•        continuously hold or beneficially own, as applicable, the TMRC Shares from the date of making the demand through the Effective Time (a TMRC stockholder or beneficial owner will lose appraisal rights if the TMRC stockholder or beneficial owner of transfers the shares before the Effective Time); and

•        file a petition in the Court of Chancery requesting a determination of the fair value of the shares within 120 days after the Effective Time. While Section 262 of the DGCL provides that the surviving corporation of the First Merger (the “First Merger Surviving Corporation”) may file such petition, the First Merger Surviving Corporation is under no obligation to and has no intention of doing so.

Written Demand

The demand for appraisal made by a TMRC stockholder or beneficial owner must be executed by or on behalf of the TMRC stockholder or beneficial owner, as applicable.

In addition, in the case of a demand for appraisal made by a beneficial owner, the demand must also reasonably identify the holder of record of the shares for which the demand is made, be accompanied by documentary evidence of the beneficial owner’s ownership of TMRC Shares (such as a brokerage or securities account statement containing such information or a letter from the broker or other record holder of such shares confirming such information) and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provide an address at which such beneficial owner consents to receive notices given by the First Merger Surviving Corporation under Section 262 of the DGCL and to be set forth on the verified list required by subsection (f) of Section 262 of the DGCL. A holder of record, such as a bank, broker or other nominee, who holds TMRC Shares as a nominee or intermediary for others, may exercise his, her or its right of appraisal with respect to the shares held for one or more beneficial owners while not exercising this right for other beneficial owners. In that case, the written demand should state the number of shares as to which appraisal is sought. Where no number of shares is expressly mentioned, the demand will be presumed to cover all shares held in the name of the holder of record.

All written demands for appraisal should be addressed to TMRC at 527 21st Street, #44, Galveston, Texas 77550; Attention: Chief Executive Officer.

Withdrawal of Appraisal

At any time within 60 days after the Effective Time, any TMRC stockholder or beneficial owner who has delivered a written demand to TMRC and who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw his, her or its demand for appraisal and accept the Merger Consideration to be paid to TMRC Stockholders in connection with the Mergers by delivering to the First Merger Surviving Corporation a written withdrawal of the demand for appraisal and an acceptance of such Merger Consideration. Any such attempt

to withdraw the demand made more than 60 days after the Effective Time will require written approval of the First Merger Surviving Corporation. No appraisal proceeding in the Court of Chancery will be dismissed as to any TMRC stockholder or beneficial owner without the approval of the Court of Chancery, and such approval may be conditioned upon such terms as the Court of Chancery deems just; provided, however, that any TMRC stockholder or beneficial owner who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw his, her or its demand for appraisal and accept the Merger Consideration provided for in the Merger Agreement within 60 days after the effective date of the Mergers. If the First Merger Surviving Corporation does not approve a request to withdraw a demand for appraisal and to accept the Merger Consideration provided for in the Merger Agreement when that approval is required, or if the Court of Chancery does not approve the dismissal of an appraisal proceeding, the TMRC stockholder or beneficial owner will be entitled to receive only the appraised value determined in any such appraisal proceeding.

Notice by the First Merger Surviving Corporation

Within 10 days after the Effective Time, the First Merger Surviving Corporation will notify each TMRC stockholder and beneficial owner who has complied with Section 262 of the DGCL, and who has not voted in favor of the Merger Proposal, of the date on which the First Merger became effective.

Filing a Petition for Appraisal

Within 120 days after the Effective Time, the First Merger Surviving Corporation or any TMRC stockholder or beneficial owner who has complied with Section 262 of the DGCL and is entitled to appraisal rights under Section 262 of the DGCL may commence an appraisal proceeding by filing a petition in the Court of Chancery, with a copy served the First Merger Surviving Corporation in the case of a petition filed by a TMRC stockholder or beneficial owner, demanding a determination of the fair value of the shares held by all TMRC stockholders or beneficial owners entitled to appraisal rights who did not vote their shares in favor of the Merger Proposal and properly demanded appraisal of such shares. The First Merger Surviving Corporation is under no obligation to and has no present intention to file a petition and TMRC stockholders and beneficial owners should not assume that the First Merger Surviving Corporation will file a petition or initiate any negotiations with respect to the fair value of the TMRC Shares. Accordingly, any TMRC stockholder or beneficial owners who desire to have their shares appraised should initiate all necessary action to perfect their appraisal rights in respect of their TMRC Shares within the time and in the manner prescribed in Section 262 of the DGCL. The failure of a TMRC stockholder or beneficial owner to file such a petition in the period and manner specified in Section 262 of the DGCL could nullify the TMRC stockholder’s or beneficial owner’s previous written demand for appraisal.

If a petition for an appraisal is timely filed by a TMRC stockholder or beneficial owner and a copy thereof is served upon the First Merger Surviving Corporation, the First Merger Surviving Corporation will then be obligated within 20 days after such service to file in the office of the Register in Chancery in which the petition was filed a duly verified list, which is referred to as the “verified list,” containing the names and addresses of all TMRC stockholders or beneficial owners who have demanded appraisal for their shares and with whom agreements as to the value of their shares have not been reached by the First Merger Surviving Corporation. Upon the filing of any such petition, the Register in Chancery, if so ordered by the Court of Chancery, will give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the First Merger Surviving Corporation and the TMRC stockholders or beneficial owners shown on the verified list at the addresses stated therein. Such notice will also be published at least one week before the day of the hearing in a newspaper of general circulation published in the City of Wilmington, Delaware, or in another publication deemed advisable by the Court of Chancery. The First Merger Surviving Corporation will pay the costs of such notices.

After notice has been given to the TMRC stockholders and beneficial owners as required by the Court of Chancery, the Court of Chancery is empowered to conduct a hearing on the petition to determine those TMRC stockholders or beneficial owners who have complied with Section 262 of the DGCL and who have become entitled to appraisal rights thereunder. At the hearing on such petition, the Court of Chancery may require the TMRC stockholders or beneficial owners who have demanded an appraisal for their shares and who hold TMRC Shares represented by certificates to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceeding; if any TMRC stockholder or beneficial owner fails to comply with such direction, the Court of Chancery may dismiss the proceedings as to such TMRC stockholder or beneficial owner.

effectively withdraws or otherwise loses such holder’s right to appraisal with respect to such shares, such shares will be deemed to have been converted at the Effective Time into the right to receive the consideration provided pursuant to the Merger Agreement, without interest, upon the terms and conditions set forth therein.

If no petition for appraisal is filed within 120 days after the Effective Time, or if a TMRC stockholder or beneficial owner votes for approval of the Merger Proposal or effectively withdraws his, her or its demand for appraisal, then the right of that TMRC stockholder or beneficial owner to appraisal will cease and that TMRC stockholder or beneficial owner will be entitled to receive the consideration for his, her or its TMRC Shares provided for in the Merger Agreement. A holder who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw his, her or its demand for appraisal by delivering to the First Merger Surviving Corporation a written withdrawal of his, her or its demand for appraisal and acceptance of the Mergers, except that any such attempt to withdraw made more than 60 days after the effective date of the Mergers will require the written approval of the First Merger Surviving Corporation. No appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just; provided, however, any TMRC stockholder or beneficial owner who has not commenced an appraisal proceeding or joined that proceeding as a named party will have the right to withdraw their demand for appraisal and to accept the terms offered upon the Mergers within 60 days after the effective date of the Mergers.

TMRC stockholders and beneficial owners considering seeking appraisal should be aware that the fair value of their respective shares as determined under Section 262 of the DGCL could be more than, the same as or less than the consideration they would receive pursuant to the Merger Agreement if they did not seek appraisal of their respective shares.    TMRC stockholders and beneficial owners who perfect their appraisal rights and who do not subsequently effectively withdraw or otherwise lose their appraisal rights will not be entitled to any consideration under the Merger Agreement.

Accounting Treatment

USAR prepares its financial statements in accordance with U.S. GAAP. The Mergers will be accounted for by using the business combination accounting rules, which requires the application of a screen test to evaluate if substantially all the fair value of the acquired assets is concentrated in a single identifiable asset or group of similar identifiable assets to determine whether a transaction is accounted for as an asset acquisition or business combination. In addition, the rules require the identification of the acquirer; the determination of the acquisition date; the determination of the fair value of consideration; and the recognition and measurement, at relative fair value, of the identifiable assets acquired, liabilities assumed and any noncontrolling interest in the consolidated subsidiaries of the acquiree. After consideration of all applicable factors pursuant to the business combination accounting rules, the Mergers will be treated as an asset acquisition under U.S. GAAP with USAR as the acquirer. The interest of TRMC in RTMD that USAR is acquiring in the Mergers represents substantially all of the fair value of the assets acquired by USAR. USAR currently owns a controlling interest in RTMD and has consolidated this entity within its historical consolidated financial statements. As the acquisition of the acquiree’s interest in RTMD represents a change in the parent’s ownership interest, the acquisition of that interest will be accounted for as a change of ownership interest within the scope of U.S. GAAP Accounting Standard Codification Topic 810.

THE MERGER AGREEMENT

Explanatory Note Regarding the Merger Agreement

The following summarizes material provisions of the Merger Agreement, which is included as Annex A to this proxy statement/prospectus and is incorporated herein by reference in its entirety. The rights and obligations of USAR and TMRC are governed by the express terms and conditions of the Merger Agreement and not by this summary or any other information contained in this proxy statement/prospectus. TMRC stockholders are urged to read the Merger Agreement carefully and in its entirety as well as this proxy statement/prospectus before making any decisions regarding the Merger.

The Merger Agreement is included with this proxy statement/prospectus only to provide you with information regarding the terms of the Merger Agreement, and not to provide you with any other factual information regarding USAR, TMRC or their respective subsidiaries or businesses. The Merger Agreement contains representations and warranties by each of the parties to the Merger Agreement. These representations and warranties have been made solely for the benefit of the other parties to the Merger Agreement and:

•        have been made only for purposes of the Merger Agreement;

•        have been qualified by certain documents filed with, or furnished to, the SEC by USAR or TMRC, as applicable, on or after January 1, 2025 and no later than March 2, 2026;

•        have been qualified by confidential disclosures made to USAR or TMRC, as applicable, in connection with the Merger Agreement;

•        are subject to materiality qualifications contained in the Merger Agreement which may differ from what may be viewed as material by investors;

•        were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement; and

•        have been included in the Merger Agreement for the purpose of allocating risk between USAR and the Merger Subs, on the one hand, and TMRC, on the other hand, rather than establishing matters as facts.

You should not rely on the representations and warranties or any descriptions thereof as characterizations of the actual state of facts or condition of USAR, TMRC or any of their respective subsidiaries or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in USAR’s or TMRC’s public disclosures.

Accordingly, the representations and warranties and other provisions of the Merger Agreement should not be read alone, but instead should be read together with the information provided elsewhere in this proxy statement/prospectus and in the documents incorporated by reference into this proxy statement/prospectus. See the section titled “Where You Can Find More Information” contained in this proxy statement/prospectus.

This summary is qualified in its entirety by reference to the Merger Agreement.

Overview

On March 4, 2026, Texas Mineral Resources Corp., a Delaware corporation (“TMRC”) entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) by and among USA Rare Earth, Inc., a Delaware corporation (“USAR”), 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”). The Merger Agreement provides for the successive mergers of TMRC with each of the Merger Subs, as a result of which TMRC’s business will be held by a wholly owned subsidiary of USAR, and each of the then outstanding shares of common stock, par value $0.01 per share, of TMRC (“TMRC Shares”) will generally be exchanged for a portion of a share (a “USAR Share”) of common stock, par value $0.0001 per share, of USAR, as described below.

The Merger Agreement contemplates the following transactions:

•        the merger of First Merger Sub with and into TMRC, with TMRC surviving the merger as a wholly owned subsidiary of USAR (the “First Merger”) at the effective time of the First Merger (the “Effective Time”);

•        subject to the terms and conditions set forth in the Merger Agreement, at the Effective Time, each TMRC Share issued and outstanding immediately prior to the Effective Time (excluding any TMRC Shares as to which dissenters’ rights have been properly exercised and TMRC Shares owned by USAR, TMRC or any of their respective direct or indirect wholly owned subsidiaries) will automatically be converted into the right to receive that portion of a validly issued, fully paid and nonassessable USAR Share equal to the quotient obtained by dividing (a) 3,823,328 by (b) the aggregate number of TMRC Shares outstanding on a fully diluted basis at the Effective Time, with holders of TMRC Shares who are otherwise entitled to a fractional USAR Share receiving cash in lieu of that fractional share, without interest; and

•        promptly following the Effective Time, the merger of Second Merger Sub with and into the surviving corporation in the First Merger, with Second Merger Sub surviving the second merger as a wholly owned subsidiary of USAR (the “Second Merger” and together with the First Merger, the “Mergers” and collectively with the other transactions contemplated by the Merger Agreement, the “Transactions”).

The parties expect to consummate the Mergers no later than the third calendar quarter of 2026, subject to the satisfaction or waiver of the conditions precedent to such closing.

Structure and Effective Time

The Merger Agreement provides for the merger of First Merger Sub with and into TMRC at the Effective Time, with TMRC surviving the merger as a wholly owned subsidiary of USAR. Promptly following the Effective Time, as a second step in a single integrated transaction with the First Merger, the Merger Agreement also contemplates a second merger of Second Merger Sub with and into the surviving corporation in the First Merger, with Second Merger Sub surviving the second merger as a wholly owned subsidiary of USAR.

At the Effective Time, the TMRC Charter as in effect immediately prior to the Effective Time will be amended and restated in its entirety to read as set forth in Exhibit B to the Merger Agreement (and will be the certificate of incorporation of the surviving corporation) until thereafter amended as provided therein or by applicable law. The bylaws of First Merger Sub in effect immediately prior to the Effective Time will be the bylaws of the surviving corporation until thereafter amended as provided therein or by applicable law.

At the effective time of the Second Merger (the “Second Effective Time”), the certificate of formation of Second Merger Sub as in effect immediately prior to the Second Effective Time will be amended and restated in its entirety to read as set forth in Exhibit D to the Merger Agreement (and will be the certificate of formation of the surviving company) except that all references to Second Merger Sub’s name shall be replaced by references to “DyTb, LLC”, until thereafter amended as provided therein or by applicable law. The limited liability company agreement of Second Merger Sub in effect immediately prior to the Second Effective Time will be the limited liability company agreement of the surviving company until thereafter amended as provided therein or by applicable law.

The directors and officers of First Merger Sub at the Effective Time will be the directors and officers of the surviving corporation, from and after the Effective Time, until their successors have been duly elected or appointed and qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the surviving corporation. The officers of Second Merger Sub immediately prior to the Second Effective Time will continue as the officers of the surviving company from and after the Second Effective Time until their successors have been duly elected or appointed or until their earlier death, resignation or removal in accordance with the certificate of formation or the limited liability company agreement of the surviving company.

Unless otherwise mutually agreed in writing between USAR and TMRC, the closing of the First Merger will take place at 10:00 a.m. (Eastern Time) on the fifth business day following the day on which the last to be satisfied or waived of the conditions set forth in the Merger Agreement (other than those conditions that by their nature are to be satisfied at or immediately prior to the closing, but subject to fulfillment or waiver of those conditions) is satisfied or waived by the party entitled to benefit in accordance with the Merger Agreement.

At the closing, USAR and TMRC will cause a certificate of merger substantially in the form of Exhibit A to the Merger Agreement to be duly executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL, and make any other filings, recordings or publications required to be made by TMRC or First Merger Sub under the DGCL. The First Merger will become effective at the time when the certificate of merger has been duly filed with the Secretary of State of the State of Delaware, or at such later date or time as TMRC and USAR shall agree in writing and such time shall be specified in the certificate of merger.

Promptly after the Effective Time, Second Merger Sub will file a certificate of merger substantially in the form attached as Exhibit C to the Merger Agreement to be duly executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 264 of the DGCL and Section 18-209 of the Delaware Limited Liability Company Act (“Delaware LLC Act”), and make any other filings, recordings or publications required to be made by the surviving corporation or Second Merger Sub under the DGCL and Delaware LLC Act. The Second Merger will become effective at the time when the second step certificate of merger has been duly filed with the Secretary of State of the State of Delaware, or at such later date or time as TMRC and USAR shall agree in writing and such time shall be specified in the second step certificate of merger.

Merger Consideration

Subject to the terms and conditions set forth in the Merger Agreement, at the Effective Time, each TMRC Share issued and outstanding immediately prior to the Effective Time (excluding any TMRC Shares as to which dissenters’ rights have been properly exercised and TMRC Shares owned by USAR, TMRC or any of their respective direct or indirect wholly owned subsidiaries) will automatically be converted into the right to receive that portion of a validly issued, fully paid and nonassessable USAR Share equal to the quotient obtained by dividing (a) 3,823,328 by (b) the aggregate number of TMRC Shares outstanding on a fully diluted basis at the Effective Time. Holders of TMRC Shares who are otherwise entitled to a fractional USAR Share will receive cash in lieu of such fractional share, without interest, in an amount representing such holder’s proportionate interest in the net cash proceeds from the aggregation and sale by the exchange agent of USAR Shares representing the fractional USAR Shares that would otherwise be issued.

If the Mergers are completed, TMRC stockholders who do not vote in favor of the adoption of the Merger Agreement, who continuously hold their TMRC Shares through the Effective Time and who properly demand appraisal of their TMRC Shares in compliance with the requirements of Section 262 of the DGCL will not be converted into or represent the right to receive their portion of the Merger Consideration and instead will be entitled to exercise appraisal rights in connection with the Mergers under Section 262 of the DGCL. This means that holders of TMRC Shares who may exercise appraisal rights and who also have properly exercised, perfected and not waived, withdrawn or lost those appraisal rights are entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their TMRC Shares, exclusive of any elements of value arising from the accomplishment or expectation of the merger, together with interest (subject to certain exceptions) to be paid on the amount determined to be fair value, if any, as determined by the Delaware Court of Chancery, so long as those holders comply exactly with the procedures established by Section 262 of the DGCL and a court of competent jurisdiction does not determine that such holders are not entitled to relief provided by Section 262 of the DGCL with respect to their TMRC Shares. For additional information about appraisal rights, see the section titled “The Mergers — Appraisal Rights and Dissenters Rights” contained in this proxy statement/prospectus.

If, between the date of the Merger Agreement and the Effective Time, the issued and outstanding TMRC Shares or securities convertible or exchangeable into or exercisable for TMRC Shares or the issued and outstanding USAR Shares or securities convertible or exchangeable into or exercisable for USAR Shares changes into a different number of shares or a different class by reason of any reclassification, stock split (including a reverse stock split), split-up, combination, exchange of shares, readjustment, reorganization, stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, then the Merger Consideration will be equitably adjusted, without duplication, to proportionally reflect such change.

Based upon the closing price of a USAR Share on Nasdaq of $26.30 on May 11, 2026, the last practicable trading date prior to the date of this proxy statement/prospectus, the value of the Merger Consideration was approximately $100.5 million.

Payment and Issuance of the Merger Consideration

USAR will select an exchange agent reasonably acceptable to TMRC (the “exchange agent”) for the payment of the aggregate Merger Consideration in respect of the TMRC Shares as contemplated by the Merger Agreement. Promptly following the Effective Time, USAR will deposit or cause to be deposited with the exchange agent the number of USAR Shares necessary to pay the Merger Consideration pursuant to the Merger Agreement and any net cash proceeds from the sale of fractional USAR Shares.

As promptly as reasonably practicable after the Effective Time but in no event later than five business days thereafter, USAR will instruct the exchange agent to mail to each holder of record of certified TMRC Shares or book-entry TMRC Shares not held through DTC (i) a letter of transmittal and (ii) instructions advising such stockholder how to surrender its TMRC Shares or transfer the book-entry TMRC Shares to the exchange agent in exchange for the Merger Consideration.

After the Effective Time, each holder of TMRC Shares will be entitled to receive the pro rata portion of the Merger Consideration (i) upon surrender to the exchange agent of TMRC Shares that are represented by certificates, by physical surrender of such certificates in accordance with the terms of the letter of transmittal and accompanying instructions, (ii) upon the transfer of TMRC Shares that are book-entry TMRC Shares not held through DTC, in accordance with the terms of the letter of transmittal and accompanying instructions, or (iii) upon the transfer of TMRC Shares that are book-entry TMRC Shares held through DTC, including by delivery of an “agent’s message”, in accordance with DTC’s customary procedures and such other procedures as agreed by USAR, the exchange agent and DTC. Interest will not be paid or accrue in respect of any of the Merger Consideration, and the amount of any Merger Consideration paid to stockholders of TMRC may be reduced by the amount of applicable withholding taxes.

After the Effective Time, there will be no further transfers on the stock transfer books of TMRC of TMRC Shares that were outstanding immediately prior to the Effective Time. After the Effective Time, holders of a certificate or book-entry TMRC Share outstanding immediately prior to the Effective Time will cease to have any rights with respect to the TMRC Shares except as provided in the Merger Agreement or by applicable law. If, after the Effective Time, any certificate or book-entry TMRC Share are presented to the surviving company, USAR or the exchange agent for transfer, they will be canceled and exchanged for the aggregate Merger Consideration to which the stockholder thereof is entitled, pursuant to and in accordance with the Merger Agreement.

Representations and Warranties

The Merger Agreement contains a number of representations and warranties made by TMRC, with respect to TMRC and its subsidiaries, and USAR and the Merger Subs, with respect to USAR, its subsidiaries and the Merger Subs, including representations and warranties relating to:

•        corporate organization, good standing and similar matters;

•        capital structure and equity securities;

•        corporate power and authority to execute and deliver the Merger Agreement and each ancillary agreement thereto and to consummate the Transactions;

•        authorization of the Merger Agreement, the merger and the other transactions contemplated by the Merger Agreement and enforceability of the Merger Agreement;

•        required governmental filings and consents in connection with the execution, delivery and performance of the Merger Agreement and the closing of the Mergers and the other transactions contemplated by the Merger Agreement;

•        the absence of (i) with or without notice, lapse of time or both, conflicts with or breach or violation of, or default under, the charter documents or comparable governing documents, (ii) with or without notice, lapse of time or both, breach or violation of, a termination (or right of termination), cancellation (or right of cancellation) or default under, the creation or acceleration of any obligations under, the loss or reduction of any benefits under, or the creation of a lien on any of the assets of TMRC or any of its subsidiaries pursuant to any material contract, any license necessary to conduct its business or any law to which TMRC

or its subsidiaries or USAR or its subsidiaries, as applicable, is subject and (iii) any change in the rights or obligations of any party under any contract binding upon TMRC or its subsidiaries or USAR or its subsidiaries, as applicable;

•        accuracy of reports and financial statements filed with the SEC;

•        disclosure controls and procedures and internal controls over financial reporting;

•        legal proceedings;

•        the absence of undisclosed liabilities;

•        broker’s, finder’s and similar fees payable in connection with the merger and the other transactions contemplated by the Merger Agreement;

•        compliance with applicable laws (including anti-corruption laws and trade laws), court orders and certain regulatory matters;

•        tax matters; and

•        accuracy of information supplied for inclusion or incorporation in the S-4 registration statement.

In addition, TMRC made certain representations and warranties with respect to TMRC and its subsidiaries relating to:

•        the absence of any person having, or having the right to exercise, any preemptive rights, rights of first refusal, rights to acquire or similar rights with respect to any capital stock of TMRC or its subsidiaries or any of their respective assets or properties;

•        the absence of certain changes or events, including a material adverse event, and the conduct of business in the ordinary course of business of TMRC and its subsidiaries since August 31, 2025;

•        title to assets and sufficiency of assets for the conduct of the business;

•        employee compensation and benefits matters;

•        the inapplicability of state takeover statutes or similar provisions in TMRC’s charter or bylaws and the absence of stockholders rights agreements;

•        environmental matters and compliance with environmental laws;

•        labor matters;

•        intellectual property and IT security matters;

•        data privacy and cybersecurity matters;

•        insurance matters;

•        material contracts;

•        real and personal property;

•        mining operations and permits and licenses related thereto;

•        mineral reserves and resources and rights thereto;

•        related party agreements; and

•        derivative transactions.

In addition, USAR made certain representations and warranties with respect to USAR, its subsidiaries and the Merger Subs relating to:

•        the absence of certain changes or events, including a material adverse event, and the conduct of business in the ordinary course of business of USAR and its subsidiaries since January 1, 2025; and

•        activities of the Merger Subs.

Significant portions of the representations and warranties of TMRC, USAR and the Merger Subs are qualified as to “materiality” or the “Material Adverse Effect”. Under the Merger Agreement, a “Material Adverse Effect” with respect to TMRC or USAR is defined to mean any event, change, effect, development, state of facts, fact, condition, circumstance or occurrence that, individually or in the aggregate with all other events, changes, effects, developments, states of facts, fact, conditions, circumstances and occurrences, (a) would, or would reasonably be expected to, prevent, materially delay or materially impede the ability of TMRC or USAR, as applicable, to consummate the Mergers and the other transactions contemplated by the Merger Agreement prior to the end date or (b) is, or would reasonably be expected to be, materially adverse to the business, results of operations, or financial condition of TMRC or USAR, as applicable, and their respective subsidiaries, taken as a whole; provided that none of the following (or the results thereof) will be taken into account, either alone or in combination, in determining whether a Material Adverse Effect has occurred for purposes of clause (b) of this definition:

•        any changes in general U.S. or global economic conditions;*

•        any changes in the general conditions of the industries in which TMRC or USAR, as applicable, and their respective subsidiaries operate (including any change (on a current or forward basis) in the price of precious metals or rare earth metals or minerals, changes in commodity prices or general market prices affecting the mining industry generally);*

•        any decline in the market price or trading volume of the TMRC Shares or USAR Shares, as applicable, in and of itself (provided that the exception in this clause will not prevent the underlying events, changes, effects, developments, states of facts, conditions, circumstances and occurrences giving rise to or contributing to such decline from being taken into account in determining whether there has been a Material Adverse Effect);

•        any failure, in and of itself, by TMRC or USAR, as applicable, to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics for any period (provided that the exception in this clause will not prevent the underlying events, changes, effects, developments, states of facts, conditions, circumstances and occurrences giving rise to or contributing to such failure from being taken into account in determining whether there has been a Material Adverse Effect);

•        the negotiation, execution and delivery of the Merger Agreement or the public announcement or pendency of the Mergers or any of the other transactions contemplated by the Merger Agreement (provided that the exception in this clause will not apply to any representation or warranty to the extent the purpose of such representation or warranty is to address the consequences resulting from the execution and delivery of the Merger Agreement);

•        any change in applicable law or U.S. generally accepted accounting principles (“GAAP”) or authoritative interpretations or enforcement thereof;*

•        (A) any hurricane, tornado, earthquake, flood, fire, explosion, weather-related event, natural or man-made disaster, act of God or other force majeure events or occurrences, (B) epidemics, pandemics or disease outbreaks (including COVID-19) or the worsening thereof or applicable Laws (or the interpretation thereof) adopted in response thereto, or (C) any outbreak or escalation or worsening of hostilities, acts of war (whether or not declared), military actions, acts of insurrection, political unrest, riots or any act of sabotage or terrorism (foreign or domestic) including, in all cases of this clause, the response of any governmental entities thereto;* or

•        any action taken by one party or its subsidiaries at the other party’s written request.

except, in the case of the four bullets marked with an asterisk above, to the extent that TMRC or USAR, as applicable, and their respective subsidiaries, taken as a whole, are disproportionately adversely affected thereby in any material respect as compared to other participants in the industries or geographies in which TMRC or USAR, as applicable, and their respective subsidiaries operate.

The representations and warranties of TMRC, USAR and the Merger Subs will expire upon the consummation of the Mergers.

Conduct of Business Pending the Closing

Each of TMRC and USAR has undertaken certain covenants in the Merger Agreement restricting the conduct of their respective businesses between the date of the Merger Agreement and the Effective Time.

Unless USAR otherwise approves in writing and except as contemplated by the Merger Agreement, as required by applicable laws, orders or governmental entities or as previously disclosed in writing to USAR, TMRC has agreed that during the period from the date of the Merger Agreement until the Effective Time, TMRC and its subsidiaries will use their commercially reasonable efforts to conduct their businesses in the ordinary course, consistent with past practice, and use their respective commercially reasonable efforts to:

•        preserve their business organizations intact and maintain existing relations and goodwill with governmental entities, customers, suppliers, distributors, creditors, lessors, insurers, employees and business associates;

•        maintain in effect all licenses and contracts that do not expire by their terms prior to the Effective Time;

•        keep available the services of their present officers, employees and agents;

•        maintain their material tangible assets in good working order; and

•        in the ordinary course of business consistent with past practice timely file or cause to be timely filed all tax returns (taking into account any valid extension of time within which to file) and timely pay or withhold and remit (or cause to be timely paid or withheld and remitted) all taxes shown as due on such tax returns or that are otherwise required to be paid or withheld and remitted by or on behalf of TMRC or any of its subsidiaries (unless such taxes are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been established in the applicable financial statements in accordance with GAAP).

In addition, TMRC has agreed that, subject to the exceptions listed above, it will not, and will cause its subsidiaries not to, do the following:

•        adopt or propose any change in its certificate of incorporation or bylaws or other applicable governing instruments, or terms of any security of TMRC or any subsidiary;

•        merge or consolidate itself or any of its subsidiaries with any other person or restructure, reorganize or completely or partially liquidate or propose or adopt a plan to do any of the foregoing;

•        acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any other person or any material portion thereof or material equity interest therein or enter into any contract that involves a joint venture entity, limited liability company or legal partnership;

•        issue, sell, pledge, dispose of, grant, transfer or encumber (or authorize any of the foregoing) any shares of their capital stock or the capital stock of any of its subsidiaries, or securities convertible or exchangeable into or exercisable for any shares of such capital stock, or any options, warrants or other rights of any kind to acquire any shares of such capital stock or such convertible or exchangeable securities, other than the issuance of any securities of a wholly owned subsidiary of TMRC to TMRC or any other wholly owned subsidiary of TMRC;

•        make any loans, advances or capital contributions to or investments in any person (other than loans or advances between or among TMRC and any of its direct or indirect wholly owned subsidiaries or capital contributions into Round Top Mountain Development, LLC);

•        declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock (except for dividends paid by any direct or indirect wholly owned subsidiary of TMRC to TMRC or to any other direct or indirect wholly owned subsidiary of TMRC that are made in compliance with all contractual obligations of TMRC and its subsidiaries);

•        except with respect to the Voting and Support Agreements executed in connection with the Merger Agreement, enter into any agreement with respect to the voting of its capital stock or any shareholder rights plan;

•        reclassify, split, combine, subdivide or redeem, purchase or otherwise acquire or amend the terms of, directly or indirectly, any shares of its or its subsidiaries’ capital stock or securities convertible or exchangeable into or exercisable for any shares of its or its subsidiaries, as applicable, capital stock;

•        (A) incur any indebtedness (including any long-term or short-term debt), or issue or sell any debt securities or warrants or other rights to acquire any debt securities of TMRC or its subsidiaries, except for intercompany indebtedness among TMRC and its wholly owned subsidiaries; (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person, except solely with respect to obligations by TMRC or any wholly owned subsidiary of indebtedness of TMRC or any other wholly owned subsidiary of TMRC; or (C) except for the promissory note, dated as of December 5, 2024, by and between Daniel Gorski and TMRC (the “DG Promissory Note”), redeem, repay, defease or cancel any indebtedness, other than as required in accordance with its terms;

•        make or authorize any payment of, accrual or commitment for, capital expenditures in excess of $20,000 individually or $50,000 in the aggregate;

•        (A) amend, modify, terminate or waive any material right under any material contract or (B) enter into any contract that would have been a material contract had it been entered into prior to the Merger Agreement;

•        (A) make any material changes with respect to accounting policies or procedures, except as required by changes in GAAP that become effective after the date of the Merger Agreement, (B) change its fiscal year or (C) make any material change in internal accounting controls or disclosure controls and procedures;

•        settle, propose to settle or compromise any action before a governmental entity if such settlement, proposed settlement or compromise (A) with respect to the payment of monetary damages, involves the payment of monetary damages by TMRC or its subsidiaries that exceed $50,000 in the aggregate, (B) that imposes any material equitable or non-monetary relief, penalty or restriction on TMRC or any of its subsidiaries (or, after the Effective Time, on USAR or any of USAR’s subsidiaries), (C) that would reasonably be expected to affect the rights or defenses available to TMRC or any of its subsidiaries in any related or similar claims that, individually or in the aggregate, are material to TMRC and its subsidiaries, taken as a whole, or (D) that involves the admission of wrongdoing by TMRC or any subsidiary of TMRC or would result in an actual or potential violation of any criminal law;

•        (A) make, change or rescind any tax election that, individually or in the aggregate, would reasonably be expected to materially and adversely affect the tax liability of TMRC or any of its subsidiaries, (B) adopt or change any tax accounting method that, individually or in the aggregate, would reasonably be expected to materially and adversely affect the tax liability of TMRC or any of its subsidiaries, (C) adopt or change any tax accounting period that, individually or in the aggregate, would reasonably be expected to materially and adversely affect the tax liability of TMRC or any of its subsidiaries, (D) amend any tax return with respect to a material amount of tax, (E) settle, compromise, concede or abandon any tax liability, claim or assessment or enter into any closing agreement with respect to taxes, in each case that exceeds $50,000 individually or $100,000 in the aggregate (together with (x) all other settlements, compromises, concessions, or abandonments with respect to any tax liability, claim or assessment or (y) closing agreements entered into, made or taken with respect to taxes, in each case of clauses (x) and (y), on or after the date of the Merger Agreement), (F) surrender any right to claim a refund of material taxes, (G) waive or extend any statute of limitations with respect to a material amount of taxes, (H) seek or obtain any ruling from a taxing authority with respect to taxes or tax matters, or (I) enter into any contract that would cause TMRC or any of its subsidiaries to have any liability for taxes of any person, other than agreements entered into in the ordinary course of business that do not primarily relate to tax matters;

•        transfer, sell, lease, license, mortgage, pledge, surrender, encumber, divest, cancel, abandon or allow to lapse or expire or otherwise dispose of, or grant or permit any lien on, any of their properties, except licenses, operations, assets, product lines or businesses or those of any of its subsidiaries, including any equity interests of any of its subsidiaries (other than with respect to equity interests of any of its subsidiaries) in connection with goods or services provided in the ordinary course of business consistent with past practice;

•        except as required by any TMRC benefit plan existing as of the date of the Merger Agreement, (A) increase or accelerate, or promise to increase or accelerate, the payment of any compensation or benefits to any current or former directors, officers, employees, or independent contractors or consultants (who are natural persons) of TMRC or its subsidiaries, whether under a TMRC benefit plan or otherwise, (B) pay or award, or commit to pay or award, any compensation, bonuses, incentive compensation or other benefits (or accelerate the payments, rights or benefits) payable to any director, officer, consultant or independent contractor (who is a natural person) or employee of TMRC or any of its subsidiaries, whether under a TMRC benefit plan or otherwise, (C) accelerate the time of funding or payment of, or increase the amount required to fund, any TMRC benefit plan, or fund any rabbi trust or similar arrangement associated with or intended to satisfy liabilities under any TMRC benefit plan, (D) forgive any loans, or issue any loans (other than routine travel advances issued in the ordinary course of business consistent with past practice) to any of its or its subsidiaries’ directors, officers, employees, consultants or independent contractors, except for the DG Promissory Note Payoff Agreement and DG Transfer Instrument (each, as defined below), (E) amend, modify, or terminate any TMRC benefit plan or enter into, establish, adopt, amend, modify or terminate any other plan, program, policy, practice, contract, agreement or arrangement which would be a TMRC benefit plan if it were in effect on the date of the Merger Agreement, (F) adopt, enter into, modify, negotiate, amend or terminate any collective bargaining agreement, agreement with any works council or similar collective labor contract, or (G) hire or engage any employee or independent contractor or consultant (who is a natural person);

•        waive, release or assign any material rights, claims or benefits of TMRC or its subsidiaries;

•        enter into any new line of business outside of TMRC’s existing line of business as of the date of the Merger Agreement;

•        enter into or terminate any material interest rate, currency, equity or commodity swaps, hedges, derivatives, forward sales contracts or similar financial instruments other than in the ordinary course of business;

•        terminate, suspend, amend or modify in any material respect, any permit with a governmental entity;

•        enter into or amend any contract with any broker, finder, investment banker or other person under which such person is or may be entitled to any brokerage, finder’s or other similar fee or commission (whether in connection with the Transactions or otherwise); or

•        agree, authorize or commit to do any of the foregoing.

USAR has agreed that, unless TMRC consents in writing (which consent may not be unreasonably withheld, conditioned or delayed) and except as contemplated by the Merger Agreement, as required by applicable laws, orders or governmental entities, or as previously disclosed in writing to TMRC, it will use its commercially reasonable efforts to conduct its and its subsidiaries’ business in the ordinary course of business, and USAR and its subsidiaries will use their respective commercially reasonable efforts to:

•        preserve their business organization intact and maintain existing relations and goodwill with governmental entities, customers, suppliers, distributors, creditors, lessors, insurers, employees, unions and business associates; and

•        maintain all licenses and contracts that do not expire by their terms prior to the Effective Time.

In addition, USAR has agreed that, subject to the exceptions listed above, it will not, and will cause its subsidiaries not to, do the following:

•        adopt or propose any change in the USAR Charter or USAR Bylaws, or the terms of any capital stock of USAR, in each case, in a manner disproportionately adverse to TMRC’s stockholders;

•        reclassify, split, combine, subdivide or redeem, directly or indirectly, any of its capital stock;

•        declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock or repurchase any USAR Shares at a premium; provided that, in each case solely to the extent in compliance with the credit agreements, indentures and other contractual obligations of USAR and its subsidiaries, USAR may continue to declare and pay regular quarterly cash dividends to its stockholders not in excess of the amounts disclosed to TMRC prior to the date of the Merger Agreement, in each case in accordance with USAR’s past practice and USAR may give effect to dividend equivalent rights with respect to outstanding grants under USAR’s equity award plans;

•        propose or adopt a plan to restructure, reorganize, wind-up or completely or partially liquidate (other than with respect to its wholly owned subsidiaries);

•        except in connection with the acquisition of any person or business, whether through the acquisition of assets, securities, merger, consolidation or otherwise or a capital raising transaction, whether pursuant to a public offering (including any underwritten offering, at-the-market offering, or block trade), a private placement, or any other equity financing transaction, issue, sell, pledge, dispose of, grant, transfer, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance of, any shares of USAR capital stock or any of its subsidiaries, or securities convertible or exchangeable into or exercisable for any shares of such capital stock, or any options, warrants or other rights of any kind to acquire any shares of such capital stock or such convertible or exchangeable securities, other than the issuance of (A) any USAR Shares upon the settlement of any grant made under any USAR stock plan, (B) any securities of a subsidiary of USAR to USAR or any other subsidiary of USAR, or (C) any grants under the USAR stock plan; or

•        agree, authorize or commit to do any of the foregoing.

No-Solicitation; Acquisition Proposals; Change in Recommendation

In the Merger Agreement, except as otherwise provided below, TMRC agreed not to, and to cause its subsidiaries and its and their respective officers and directors not to, and to instruct and use its reasonable best efforts to cause its and its subsidiaries’ other representatives not to, directly or indirectly:

•        initiate, solicit or knowingly encourage or knowingly facilitate (including by way of furnishing information), or take any other action which would reasonably be expected to lead to, any acquisition proposal;

•        enter into, engage in, maintain, continue or otherwise participate in any discussions or negotiations with (other than to state that they are not permitted to have discussions), or furnish or otherwise make available any information or data or afford access to the business, properties, assets, books or records of TMRC or its subsidiaries to, any third party, in each case, in connection with any acquisition proposal;

•        approve, endorse or recommend any acquisition proposal;

•        waive, terminate, modify or release any person from any provision of any “standstill” or similar agreement or obligation, except where the failure to do so would, in the good faith determination of the TMRC board of directors (the “TMRC Board”), reasonably be expected to breach the directors’ fiduciary duties under applicable law;

•        execute or enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement, memorandum of understanding or other contract relating to, or that could be expected to lead to, an acquisition proposal (other than a customary confidentiality agreement, provided that such confidentiality agreement contains confidentiality provisions that (i) are no less favorable in the aggregate to TMRC (and its affiliates and representatives) than those contained in the confidentiality agreement between TMRC and USAR that are applicable to TMRC, (ii) do not restrict TMRC’s ability to comply with its obligations under the Merger Agreement and (iii) do not require TMRC or its subsidiaries to pay or reimburse the counter-party’s fees, costs or expense of any nature (an “acceptable confidentiality agreement”)); or

•        authorize, commit, resolve or agree to do any of the foregoing.

From the date of the Merger Agreement until the Effective Time (or if earlier, the termination of the Merger Agreement as provided therein), TMRC agreed to, and to cause its subsidiaries and use its reasonable best efforts to cause its and their respective representatives to (i) cease immediately and cause to be terminated any and all existing activities, discussions, solicitations, encouragements or negotiations, if any, with any third party and/or its representatives, with respect to any acquisition proposal, or any inquiry, proposal or offer that would reasonably be expected to lead to, any acquisition proposal, (ii) promptly (within 1 business day following the date of the Merger Agreement) request that each third party to whom confidential information has been furnished or otherwise made available by or on behalf of TMRC or any of its subsidiaries within the 12-month period preceding the date of the Merger Agreement in connection with, or for the purpose of evaluating, an acquisition proposal return or destroy all such confidential information so furnished or otherwise made available in accordance with any applicable confidentiality agreements and (iii) terminate access to all persons (other than USAR and its representatives) to any physical or electronic data rooms relating to an acquisition proposal.

In addition, notwithstanding the restrictions described above, if, at any time prior to the adoption of the Merger Agreement by the requisite holders of TMRC Shares, TMRC receives an unsolicited bona fide acquisition proposal that did not result from a breach by TMRC or its subsidiaries or representatives of the non-solicitation provisions of the Merger Agreement that the TMRC Board determines in good faith, after consultation with its outside legal counsel and financial advisor, constitutes or would reasonably be expected to result in a superior proposal, then, before (but not after) the adoption of the Merger Agreement by the requisite holders of TMRC Shares, TMRC, upon a good faith determination by the TMRC Board (after consultation with its outside legal advisor) that failure to do so would be inconsistent with its fiduciary duties under applicable law, directly or indirectly through its representatives, may:

•        engage in negotiations or discussions with such third party making the acquisition proposal and its representatives regarding an acquisition proposal; and

•        furnish to such third party or its representatives information, including non-public information, relating to, and afford access to the business, properties, assets, books and records of, TMRC and any of its subsidiaries, in each case, subject to entering into an acceptable confidentiality agreement; provided that TMRC must promptly provide to USAR any such information that is provided to any such third party that was not previously provided to or made available to USAR; and provided, further, that TMRC and its subsidiaries must, and must cause their respective representatives to, promptly (and in any event within 24 hours) following the time (if any) that the TMRC Board determines in good faith that such acquisition proposal does not constitute and would not reasonably be expected to result in a superior proposal, terminate such negotiations, discussions and information access and request that such third party promptly return or destroy all confidential information made available to such third party.

Except in the circumstances described in the following paragraph, the TMRC Board or any committee thereof, may not, directly or indirectly: (A) (i) fail to include its recommendation that the holders of TMRC Shares adopt the Merger Agreement in the proxy statement/prospectus with respect to the Mergers when disseminated to the TMRC stockholders (and at all times thereafter prior to receipt of the vote of the requisite holders of TMRC Shares), (ii) withhold, withdraw or amend (or qualify or modify in a manner adverse to USAR and the Merger Subs) such recommendation or its approval of the Merger Agreement or the Mergers or publicly propose to do so, (iii) make any public recommendation in connection with a tender offer or exchange offer, other than a recommendation against such offer or as expressly permitted by the Merger Agreement, or fail to recommend against acceptance of such a tender or exchange offer by the close of business on the earlier of (x) the fifth business day after the commencement of such tender offer or exchange offer pursuant to Rule 14e-2 under the Exchange Act and (y) the third business day prior to the TMRC stockholder meeting at which the Merger Agreement is to be voted upon (or promptly after commencement of such tender offer or exchange offer if commenced on or after the third business day prior to such stockholder meeting), (iv) adopt, approve, recommend to its stockholders, endorse or otherwise declare advisable any acquisition proposal or resolve or agree or publicly propose to take any such actions, or (v) if an acquisition proposal has been publicly disclosed, fail to publicly without qualification reaffirm the TMRC recommendation within five business days after USAR’s written request that TMRC do so (or, relating to any acquisition proposal or material amendments, revisions or changes to the terms of any such previously publicly disclosed acquisition proposal that are publicly disclosed within the last five business days prior to the then-scheduled TMRC stockholder meeting (if applicable), fail to take the actions referred to in this clause (v), with references to the applicable five business day period being replaced with two business days) (each such action being referred to herein as an “adverse recommendation change”) or (B) authorize, cause or permit TMRC or any of its controlled affiliates to enter into any letter of intent, memorandum

of understanding, agreement (including an acquisition agreement, merger agreement, joint venture agreement or other agreement), commitment or agreement in principle with respect to any acquisition proposal, other than an acceptable confidentiality agreement.

Prior to the time the requisite holders of TMRC Shares vote to adopt the Merger Agreement, but not after, the TMRC Board may, after complying with the procedure described in the following paragraph:

(i)     effect an adverse recommendation change if (and only if) (A) an intervening event occurs and (B) the TMRC Board determines in good faith, after consultation with TMRC’s outside legal counsel, that the failure to make an adverse recommendation change in response to such intervening event would be inconsistent with the exercise of its fiduciary duties to the stockholders of TMRC under applicable law, or

(ii)    effect an adverse recommendation change if (and only if) (x) TMRC receives an unsolicited bona fide acquisition proposal that did not result from a breach by TMRC of the non-solicitation restrictions described herein that is not withdrawn and (y) the TMRC Board determines in good faith, after consultation with its outside legal counsel and financial advisor, that such acquisition proposal constitutes a superior proposal.

The TMRC Board may not take any action described in the preceding paragraph unless it has first (i) caused TMRC to provide USAR at least five business days’ prior written notice of its intent to make an adverse recommendation change, which written notice must (x) in the case of an action contemplated by clause (i) of the preceding paragraph, specify in reasonable detail the circumstances related to the intervening event and the TMRC Board’s determination with respect thereto, or (y) in the case of an action contemplated by clause (ii) of the preceding paragraph, (A) state that TMRC has received an unsolicited superior proposal, (B) specify the material terms and conditions of such superior proposal, (C) identify the person making such superior proposal, and (D) enclose the most recent unredacted draft of any agreements intended to be entered into in connection with such superior proposal; (ii) caused TMRC and its representatives to provide USAR the opportunity to meet with the TMRC Board and its outside legal counsel and negotiate, to the extent USAR so wishes to negotiate, in good faith during such five business day period following delivery of such notice with USAR concerning any revisions to the terms of the Merger Agreement that USAR wishes to propose in response to the intervening event or superior proposal, as applicable; (iii) following the end of such notice period, determined in good faith after consultation with its outside legal counsel and financial advisor, that (x) in the case of an action contemplated by clause (i) of the preceding paragraph, the failure to effect an adverse recommendation change in response to such intervening event continues to be inconsistent with its fiduciary duties to the stockholders of TMRC under applicable law after taking into account any changes to which USAR has committed in writing to make to the Merger Agreement, or (y) in the case of an action contemplated by clause (ii) of the preceding paragraph, such acquisition proposal continues to constitute a superior proposal after taking into account any changes to which USAR has committed in writing to make to the Merger Agreement, and (iv) in the event of any revisions to the financial or other material terms of any applicable superior proposal, TMRC delivers to USAR a new notice describing such revisions (including copies of the most recent draft of any agreements implementing such revisions) and gives USAR an additional opportunity to negotiate changes to the terms of the Merger Agreement (except that the notice period need only be three business days).

TMRC has also agreed to notify USAR promptly (but in no event later than 24 hours) after receipt by TMRC (or any of its representatives) of any acquisition proposal or any inquiry, proposal, offer, or request for access to information that would reasonably be expected to lead to an acquisition proposal, which notice will include the material terms and conditions of any such acquisition proposal, unredacted copies of any material written communications and draft documentation received relating to such acquisition proposal and indicating the name of the person making such acquisition proposal. Thereafter, TMRC will keep USAR reasonably informed, on a timely basis, of the status and material terms of any such acquisition proposal (including any amendments thereto) and the status of any material discussions or negotiations with such person or its representatives and provide copies of all material written communications and draft documentation received relating to such acquisition proposal. Without limiting the foregoing, TMRC must promptly (and in any event within 24 hours after any determination and at least 48 hours prior to engaging or participating in any such discussions or negotiations with, or furnishing any non-public information to, such person) advise USAR in writing if TMRC determines to begin providing information or engage in discussions or negotiations concerning an acquisition proposal pursuant to the Merger Agreement.

An “acquisition proposal” as used herein means any inquiry, proposal (whether or not in writing) or offer from any person or group (other than USAR and its subsidiaries) relating to, in a single transaction or series of related transactions, any direct or indirect (i) acquisition of any of TMRC’s interest in Round Top Mountain Development,

LLC, (ii) acquisition that, if consummated, would result in any person or group owning 20% or more of the consolidated assets (based on the fair market value thereof), revenues or net income of TMRC and its subsidiaries, (iii) acquisition of TMRC Shares representing 20% or more of the outstanding TMRC Shares, (iv) tender offer or exchange offer that, if consummated, would result in any person or group having beneficial ownership of TMRC Shares representing 20% or more of the outstanding TMRC Shares, (v) merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving TMRC pursuant to which such person or group (or the equity holders of any person) would acquire, directly or indirectly, 20% or more of the aggregate voting power of TMRC or such surviving entity, or (vi) combination of the foregoing, in each case, other than the Mergers.

An “intervening event” as used herein means any material change, event, fact, circumstance, condition, development or occurrence that first becomes known to the TMRC Board after the date of the Merger Agreement and was not reasonably foreseeable by the TMRC Board as of the date of the Merger Agreement; provided, however, that in no event shall any of the following constitute or be deemed to contribute to or otherwise be taken into account in determining whether there has been, an intervening event: (i) the receipt, existence or terms of any acquisition proposal, or any proposal or offer that would reasonably be expected to lead to an acquisition proposal, (ii) any changes in general United States or global market conditions, (iii) any changes in the general conditions of the industries in which TMRC and its subsidiaries or USAR and its subsidiaries operate (including any change (on a current or forward basis) in the price of precious metals or rare earth metals or minerals, changes in commodity prices or general market prices affecting the mining industry generally), (iv) any outbreak or escalation of hostilities, any acts of war (whether or not declared), military actions, acts of insurrection, political unrest, riots or any act of sabotage or terrorism (foreign or domestic) including, in all cases of this clause (iv), the response of any governmental entities thereto, (v) (A) any hurricane, tornado, earthquake, flood, fire, explosion, weather related event, natural or man made disaster, act of God or other force majeure events or occurrences or (B) epidemics, pandemics or disease outbreaks (including COVID-19) or the worsening thereof or applicable laws (or the interpretation thereof) adopted in response thereto, (vi) any change in applicable law or GAAP (or authoritative interpretations thereof) after the date of the Merger Agreement, (vii) any change in the market price or trading volume of the TMRC Shares or the USAR Shares, in and of itself, (viii) TMRC, USAR or any of their respective subsidiaries, meeting or exceeding any applicable internal or published projections, forecasts, estimates or predictions of revenues, earnings or other financial or operating metrics for any period, or (ix) any failure, in and of itself, by TMRC or USAR to meet any applicable internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics for any period.

A “superior proposal” means an unsolicited bona fide written acquisition proposal (but substituting “50%” for all references to “20%” in the definition of such term) that did not result from a violation of the non-solicitation provisions of the Merger Agreement and that the TMRC Board has determined in its good faith judgment, after consultation with its outside legal counsel and financial advisor, and taking into account the terms and conditions and all other relevant factors (including all legal, financial and regulatory aspects of the proposal, the certainty of financing or available proceeds for such a proposed transaction, and the person making the proposal), would be more favorable to TMRC stockholders from a financial point of view than the Transactions (after taking into account (a) any revisions to the terms of the Merger Agreement that USAR has committed in writing to make pursuant to its matching rights and (b) the certainty of completion and the time likely to be required to consummate such acquisition proposal).

Nothing described above limits TMRC’s or the TMRC Board’s ability to (i) take and disclose to its stockholders a position contemplated by Rule 14d-9, Rule 14e-2(a) and Item 1012(a) of Regulation M-A promulgated under the Exchange Act or to make any legally required disclosure to stockholders with regard to the Transactions (provided that neither TMRC nor the TMRC Board may effect an adverse recommendation change except under the circumstances described above); (ii) issue a “stop, look and listen” communication pursuant to Rule 14d-9(f) under the Exchange Act or (iii) disclose that the TMRC Board or any committee thereof has determined that an acquisition proposal constitutes a superior proposal, that the TMRC Board or any committee thereof intends to make an adverse recommendation change and in each case any material facts and circumstances relating thereto.

Efforts to Obtain TMRC Stockholder Approval

TMRC has agreed to (a) as soon as reasonably practicable (and in any event, within five business days) following the date on which the S-4 registration statement of which this proxy statement/prospectus forms a part is declared effective under the Securities Act and the SEC staff advises that it has no further comments on the proxy statement/prospectus, duly call and give notice of, and commence mailing of the proxy statement/prospectus to the holders of TMRC Shares as of the record date established for the special meeting to consider and vote upon the

adoption of this Agreement, (b) as soon as reasonably practicable (but in any event within 35 calendar days) following the commencement of the mailing of the proxy statement/prospectus pursuant to clause (a) above, convene and hold the special meeting, and (c) use its reasonable best efforts to solicit proxies from its stockholders in favor of the adoption of the Merger Agreement and take all other actions necessary or advisable to secure TMRC stockholder approval.

Notwithstanding this section, TMRC may (and if requested by USAR, will be required to) adjourn or postpone the special meeting to a later date, of not more than 15 days, to the extent TMRC believes in good faith, after consultation with USAR, that such adjournment or postponement is reasonably necessary (i) to ensure that any required supplement or amendment to the proxy statement/prospectus is provided to the holders of TMRC Shares within a reasonable amount of time in advance of the special meeting, (ii) to allow reasonable additional time to solicit additional proxies necessary to obtain stockholder approval, (iii) to ensure that there are sufficient TMRC Shares (either in person or by proxy) and voting to constitute a quorum necessary to conduct the business of the special meeting, or (iv) otherwise where required to comply with applicable law. Subject to the Merger Agreement, the TMRC Board will recommend the adoption of the Merger Agreement at the special meeting and, unless there has been an adverse recommendation change permitted by and in accordance with the Merger Agreement, will include the company recommendation in the proxy statement/prospectus and take all lawful action necessary, proper or advisable on its part to solicit such adoption. Notwithstanding any adverse recommendation change, TMRC will submit the Merger Agreement to its stockholders for approval at the TMRC stockholder meeting.

Efforts to Complete the Mergers

USAR and TMRC have agreed to cooperate with each other and use (and cause their respective subsidiaries to use) their respective reasonable best efforts to:

•        take or cause to be taken all actions necessary or advisable to consummate and make effective the Mergers and other transactions contemplated by the Merger Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings;

•        obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any governmental entity in order to consummate the Mergers or any of the other transactions contemplated by the Merger Agreement, including making any filings in connection therewith and supplying as promptly as reasonably practicable any additional information or documentary material that may be requested pursuant to such filings;

•        execute and deliver any additional instruments necessary to consummate the Transactions; and

•        upon the reasonable written request of USAR or either Merger Sub, obtain all necessary or appropriate consents under any material contracts to which TMRC or any of its subsidiaries is a party in connection with the Merger Agreement and the consummation of the Transactions; provided that no party or its subsidiaries shall be required prior to the Effective Time to pay any costs, expenses, consent or other similar fee or other consideration (other than immaterial administrative and/or legal costs and expenses) or agree to enter into any amendments, supplements or other modifications to (or waivers of) the existing terms of any material contract that is not conditioned upon the consummation of the Mergers, to obtain any such consent.

USAR and TMRC have agreed to cooperate in scheduling and conducting any meetings with any governmental entity, coordinating and making any applications and filings with, and resolving any investigation or other inquiry of, any agency or other governmental entity, and obtaining the required statutory approvals, consents and approvals from any governmental entity necessary, proper or advisable to consummate the Mergers, including, in each case, the strategy related thereto; provided that, in the event USAR and TMRC cannot reach an agreement after cooperating in good faith, USAR will have the final determination over such matters.

Notwithstanding anything to the contrary in the Merger Agreement, in no event will USAR or its affiliates be required to propose, negotiate, effect or agree to the sale, divestiture, license or other disposition of any assets, properties or businesses of USAR or any of its affiliates or TMRC or any of its subsidiaries, or otherwise to take (and TMRC and its subsidiaries shall not take without the prior written consent of USAR) any action that limits the freedom

of action or otherwise restricts any of the assets, properties or businesses of USAR and its affiliates or TMRC and its subsidiaries if such action (together with any other required action) would be reasonably expected to have a material impact on (i) TMRC and its subsidiaries, taken as a whole, (ii) USAR and its affiliates, taken as a whole, or (iii) the benefits reasonably sought to be derived from the transactions. TMRC, USAR and the Merger Subs and any of their respective affiliates will not take any action with the intention to, or that would reasonably be expected to, hinder or delay the expiration or termination of any applicable waiting period under any antitrust laws, or the obtaining of approval of any applicable governmental entity, as necessary.

Fees Payable by TMRC and USAR

Whether or not the Mergers are consummated, all costs and expenses incurred in connection with the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement will be paid by the party incurring such expense, except (a) that expenses incurred in connection with the filing fee for the S-4 registration statement and printing and mailing this proxy statement/prospectus and the S-4 registration statement will be shared equally by TMRC and USAR and (b) as otherwise expressly provided in the Merger Agreement.

Indemnification and Directors’ and Officers’ Insurance

Under the Merger Agreement, for a period of six years from and after the Effective Time, USAR will cause the surviving company to, and USAR will, if the surviving company is not able, indemnify and hold harmless each present and former director or officer of TMRC or any of its subsidiaries and each other person who, at the request or for the benefit of TMRC or any of its subsidiaries, is or was previously serving as a director, officer, manager, employee or fiduciary of any other person or any benefit plan of TMRC or any benefit plan of any of the subsidiaries of TMRC (in each case, when acting in such capacity), determined as of the Effective Time (the “indemnified parties”), from and against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, penalties, amounts paid in settlement (including all interest, assessments and other charges) or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, as provided in the certificate of incorporation or bylaws or other governing documents of TMRC or its applicable subsidiary in effect on the date of the Merger Agreement or any indemnification agreement between such indemnified parties and TMRC in existence as of, and disclosed to USAR prior to, the date of the Merger Agreement, to the fullest extent permitted under applicable law.

In addition, for a period of six years from and after the Effective Time, USAR will advance fees, costs and expenses (including attorney’s fees and disbursements) as incurred to the fullest extent permitted under applicable law; provided that the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a final and nonappealable judicial determination that such person is not entitled to indemnification pursuant to the Merger Agreement or applicable law.

Any indemnified party wishing to claim indemnification under the preceding paragraph, upon learning of any such claim, action, suit, proceeding or investigation, must promptly notify the surviving company thereof, but the failure to so notify will not relieve the surviving company or USAR, as applicable, of any liability it may have to such indemnified party except to the extent such failure materially prejudices the indemnifying party.

USAR agreed to, for six years after the Effective Time, cause the surviving company to maintain in effect provisions in the surviving company’s certificate of formation and limited liability company agreement or similar organizational documents (or in such documents of any successor to the business of the surviving company) and the organizational documents of any subsidiary of TMRC regarding exculpation, indemnification of directors, officers, employees, fiduciaries and agents and advancement of fees, costs and expenses that are no less advantageous to the intended beneficiaries than the corresponding provisions in existence on the date of the Merger Agreement. From and after the Effective Time, USAR, the surviving corporation and its subsidiaries and from and after the Second Effective Time, USAR, the surviving company and its subsidiaries, in each case, will honor and comply with their respective obligations under any indemnification agreement with any indemnified party in effect as of (and disclosed or made available to USAR prior to) the date of the Merger Agreement, and indemnification obligations under the limited liability company agreement of Round Top Mountain Development, LLC, and not amend, repeal or otherwise modify any such agreement or the limited liability company agreement of Round Top Mountain Development, LLC in any manner that would adversely affect any right of any indemnified party thereunder.

The parties agreed that, prior to the Effective Time, TMRC may, as of the Effective Time, obtain and fully pay for “tail” insurance policies for the extension of the directors’ and officers’ liability coverage of TMRC’s existing directors’ and officers’ insurance policies with a claims period of at least six years from and after the Effective Time with respect to any claim related to any period of time at or prior to the Effective Time from an insurance carrier with the same or better credit rating as TMRC’s current insurance carrier with respect to directors’ and officers’ liability insurance (collectively, “D&O insurance”) with benefits and levels of coverage no less favorable in any material respect to the indemnified parties than TMRC’s existing policies with respect to matters existing or occurring at or prior to the Effective Time (including in connection with the Merger Agreement or the Transactions); provided, however, that in no event will TMRC expend for such policies a premium amount in excess of the amount disclosed by TMRC to USAR in connection with the Merger Agreement. If TMRC, for any reason, fails to obtain such “tail” insurance policies as of the Effective Time, USAR will or will cause the surviving company to use its best efforts to purchase D&O insurance for such six year period with benefits and levels of coverage no less favorable in any material respect to the indemnified parties than TMRC’s existing policies as of the date of the Merger Agreement with respect to matters existing or occurring at or prior to the Effective Time (including in connection with the Merger Agreement or the transactions contemplated therein), provided, however, that in no event will USAR or the surviving company be required to expend for such policies an annual premium amount in excess of the amount disclosed by TMRC to USAR in connection with the Merger Agreement; and, provided further that if the annual premium of such insurance coverage exceeds such amount, the surviving company will obtain a policy with the greatest coverage available for a cost not exceeding such amount.

Other Covenants

The Merger Agreement contains certain other covenants and agreements, including covenants relating to:

•        cooperation between TMRC and USAR in the preparation of this proxy statement/prospectus;

•        confidentiality and access by each party to certain information about the other party and notice obligations during the period prior to the effective time of the Mergers;

•        the use of reasonable best efforts by USAR to cause the USAR Shares to be issued in the First Merger to be approved for listing on Nasdaq if required under the rules and regulations of Nasdaq;

•        cooperation between USAR and TMRC and the use of reasonable best efforts by TMRC to enable the delisting by the surviving corporation or the surviving company, as the case may be, of the TMRC Shares from OTC and the deregistration of the TMRC Shares under the Exchange Act as promptly as practicable after the effective time, and in any event no more than ten calendar days after the Closing Date;

•        cooperation between USAR and TMRC in connection with public announcements;

•        other actions by TMRC and USAR, including with respect to state takeover statutes and Section 16 of the Exchange Act;

•        cooperation between USAR and TMRC in the defense or settlement of any stockholder litigation relating to the merger, including notice and consultation obligations; and

•        tax matters, including related to the intended tax treatment.

Conditions to Completion of the Merger

The respective obligations of USAR and TMRC to complete the Mergers are subject to the satisfaction or waiver by the parties to the Merger Agreement at or prior to the Effective Time of the following conditions:

•        the receipt of the TMRC stockholder approval;

•        the authorization of the USAR Shares to be issued as Merger Consideration for listing on Nasdaq, subject to official notice of issuance if required under the rules and regulations of Nasdaq;

•        the absence of any applicable law or order that makes illegal, enjoins or otherwise prohibits the consummation of the Mergers; and

•        the effectiveness of the registration statement, of which this proxy statement/prospectus forms a part, in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the registration statement shall have been issued (and not rescinded), and no proceeding for that purpose shall be pending before the SEC.

In addition, each of TMRC’s and USAR’s obligations to complete the Mergers are subject to the satisfaction or waiver of the following additional conditions:

•        the representations and warranties of the other party being true and correct to the extent specified in the Merger Agreement;

•        the other party having performed or complied with, in all material respects, all of its obligations under the Merger Agreement required to be performed or complied with by it at or prior to the closing of the merger;

•        the absence, since the date of the Merger Agreement, of any Material Adverse Effect on the other party that is continuing;

•        each party shall have received at the closing a certificate on behalf of the other party by an executive officer to the effect that the foregoing conditions in this section have been satisfied; and

•        the waiting periods, if any, applicable to the Mergers will have expired or otherwise been terminated, or all requisite consents, directions or orders required to consummate the Mergers pursuant thereto will have been obtained, and, in the case of USAR, no burdensome condition shall have been imposed in connection therewith.

In addition, USAR’s obligations to complete the Mergers are subject to the satisfaction or waiver of the following conditions:

•        TMRC shall have received a duly executed agreement between Daniel Gorski and Standard Silver Corp. (“Standard Silver”) that, upon the repayment of all amounts due under the DG Promissory Note, (i) the DG Promissory Note is terminated and shall be of no further force or effect, (ii) the holder thereof has released and discharged Standard Silver and its affiliates (including, from and after the Effective Time, USAR and its affiliates) from any and all claims, obligations, liens and liabilities arising under or in connection with the DG Promissory Note, and (iii) the holder thereof shall have no further rights or claims against Standard Silver and its affiliates (including, from and after the Effective Time, USAR and its affiliates) arising under or in connection with the DG Promissory Note (“DG Promissory Note Payoff Agreement”) and such agreement is in full force and effect as of the Effective Time; and

•        USAR shall have received a copy of a duly executed transfer and assignment agreement or other document or instrument necessary to validly reconvey, transfer, and assign the property referenced in the DG Promissory Note Payoff Agreement from Standard Silver to Daniel Gorski (“DG Transfer Instrument”) and such instrument will have been validly conveyed, transferred and assigned from Standard Silver to Daniel Gorski and duly recorded as of the Effective Time.

Termination of the Merger Agreement

The Merger Agreement may be terminated and the Mergers may be abandoned at any time prior to the Effective Time, whether before or after receipt of the TMRC stockholder approval, under the following circumstances:

•        by mutual written consent of USAR and TMRC;

•        by either USAR or TMRC:

o       if the Mergers are not consummated by December 4, 2026 (the “end date”), except that, the right to terminate the Merger Agreement is not available pursuant to this subsection to any party that has materially breached its obligations in any manner whose actions or failure to act has been the primary cause, or primarily resulted in, the failure of the Mergers to have been consummated by the end date;

o       if the TMRC stockholder approval is not obtained at the special meeting or at any adjournment or postponement thereof; or

o       if any law or order permanently restraining, enjoining or otherwise prohibiting the closing of the Mergers shall become final and non-appealable, except that, the right to terminate the Merger Agreement is not available pursuant to this subsection to any party whose action or failure to act has been the primary cause of, or primarily resulted in, the action or event described in this subsection, and the party seeking termination pursuant to this subsection must have complied with its obligations under the governmental notices and filings covenant (Section 6.05) of the Merger Agreement;

•        by TMRC, whether before or after the TMRC stockholder approval, if there has been a breach of any representation, warranty, covenant or agreement made by USAR or the Merger Subs in the Merger Agreement, such that (i) a condition set forth in the portions of the Merger Agreement detailing the conditions to obligations of TMRC relating to representations and warranties and the performance of obligations of USAR and the Merger Subs would not be satisfied and (ii) such breach is not curable or, if curable by the end date, USAR (A) has not commenced good faith efforts to cure such breach or failure to perform within 15 calendar days following receipt by USAR of written notice of such breach or failure to perform from TMRC stating TMRC’s intention to terminate the Merger Agreement pursuant to the Merger Agreement and the basis for such termination or (B) is not thereafter continuing to take good faith efforts to cure such breach or failure to perform;

•        by USAR, if the TMRC Board makes an adverse recommendation change or TMRC approves or enters into an alternative acquisition agreement; or

•        by USAR, if there has been a breach of any representation, warranty, covenant or agreement made by TMRC in the Merger Agreement, such that (i) a condition set forth in the portions of the agreement detailing the conditions to obligations of USAR relating to representations and warranties and the performance of obligations of TMRC would not be satisfied and (ii) such breach is not curable or, if curable by the end date, TMRC (A) has not commenced good faith efforts to cure such breach or failure to perform within 15 calendar days following receipt by TMRC of written notice of such breach or failure to perform from USAR stating USAR’s intention to terminate the Merger Agreement pursuant to the Merger Agreement and the basis for such termination or (B) is not thereafter continuing to take good faith efforts to cure such breach or failure to perform.

Effect of Termination

If the Merger Agreement is terminated and the Mergers are abandoned in accordance with the Merger Agreement, then the Merger Agreement will be void and of no effect with no liability to any person, except that no termination of the Merger Agreement will relieve any party from liability or damages to the other party resulting from fraud in the making of any representation or warranty expressly set forth in the Merger Agreement or any willful breach of the Merger Agreement.

Termination Fee; Liability for Breach

TMRC will pay to USAR a termination fee of $3,250,000 if:

•        USAR terminates the Merger Agreement because the TMRC Board makes an adverse recommendation change or TMRC approves or enters into an alternative acquisition agreement;

•        USAR or TMRC terminates the Merger Agreement due to the approval of the TMRC stockholders not having been obtained at the special meeting or at any adjournment or postponement thereof at any time after USAR would have been permitted to terminate the Merger Agreement because the TMRC Board made an adverse recommendation change or TMRC approved or entered into an alternative acquisition agreement; or

•        (A)(x) USAR or TMRC terminates because the TMRC stockholders fail to approve the Merger Agreement at the special meeting or the end date has arrived or (y) USAR terminates because TMRC breaches any of its representations, warranties, covenants or agreements in the Merger Agreement and such breach is not curable or, if curable by the end date, TMRC has not commenced good faith efforts to cure such breach or failure to perform within 15 calendar days following receipt of written notice of such breach or failure to

perform stating USAR’s intention to terminate the Merger Agreement and the basis for such termination or is not thereafter continuing to take good faith efforts to cure such breach or failure to perform, (B) an acquisition proposal has been publicly announced or otherwise communicated to TMRC’s stockholders after the date of the Merger Agreement but prior to the date the Merger Agreement is terminated, and (C) within 12 months following the date of such termination, (1) the TMRC Board recommends that stockholders vote in favor of, or tender into, an acquisition proposal, (2) TMRC enters into an alternative acquisition agreement providing for the consummation of an acquisition proposal, or (3) an acquisition proposal is consummated (provided that for purposes of this clause (C), the term “acquisition proposal” shall have the meaning as set forth above under “No-Solicitation; Acquisition Proposals; Change in Recommendation” except that all references to 20% shall be deemed to be references to 50%).

The parties have agreed that in no event shall TMRC be required to pay the termination fee on more than one occasion, and except in the case of a willful breach of the Merger Agreement, if USAR receives the full amount of the termination fee from TMRC, such payment will be the sole and exclusive remedy of USAR against TMRC and its subsidiaries and their respective former, current or future partners, stockholders, managers, members, affiliates and representatives and none of TMRC, any of its subsidiaries or any of their respective former, current or future partners, stockholders, managers, members, affiliates or representatives will have any further liability or obligation relating to or arising out of the Merger Agreement or the Transactions.

Specific Enforcement

The parties agreed that irreparable damage for which monetary damages, even if available, would not be an adequate remedy would occur in the event that any of the provisions of the Merger Agreement were not performed in accordance with their specific terms or were otherwise breached. The parties accordingly agreed that (i) the parties will be entitled to an injunction or injunctions to prevent breaches of the Merger Agreement and to specifically enforce the terms and provisions of the Merger Agreement in the Delaware Court of Chancery, without the necessity of proving the inadequacy of money damages as a remedy (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which such party is entitled at law or in equity and each party will not allege and waives the defense that there is an adequate remedy available at law, and (ii) that the right of specific enforcement is an integral part of the Transactions and without that right neither TMRC nor USAR would have entered into the Merger Agreement.

Withholding Taxes

Each of TMRC, USAR, the Merger Subs, the surviving corporation, the surviving company, the exchange agent, and any other “withholding agent” under U.S. federal, state, local or foreign tax law, shall be entitled to deduct and withhold from such amounts payable or otherwise deliverable to any person pursuant to the Merger Agreement such amounts as are required to be deducted and withheld with respect to the making of any such payments under any provision of any applicable law, including the U.S. Internal Revenue Code of 1986, as amended, the U.S. Treasury regulations promulgated thereunder or any other provision of U.S. federal tax law, or under any provision of state, local or foreign tax law. Any amount deducted or withheld pursuant to the Merger Agreement, and paid over to the appropriate taxing authority, shall be treated as having been paid to the person in respect of which such deduction or withholding was made.

Modifications or Amendments; Waiver

At any time prior to the Effective Time, the Merger Agreement may be amended, modified or supplemented in writing by the parties, by action of the board of directors of the respective parties; provided that after the TMRC stockholder approval has been obtained there will be no amendment or waiver that would require the further approval of the stockholders of TMRC, under applicable law without such approval having first been obtained.

The parties may waive the conditions to each of the parties’ obligations to consummate the Mergers which are for the sole benefit of such party and may be waived by such party in whole or in part to the extent permitted by applicable law; provided that any failure or delay in exercising any right pursuant to the Merger Agreement will not constitute a waiver of such right.

Assignment

The Merger Agreement and any of the rights, interests or obligations thereunder cannot be assigned by any of the parties (whether by operation of law or otherwise) without the prior written consent of the other parties, and any purported assignment in contravention thereof will be null and void. Subject to this anti-assignment provision and except as set forth in the Merger Agreement, the Merger Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.

Governing Law

The Merger Agreement, all actions, claims, suits or proceedings in equity, in contract, in tort, or otherwise, that may be based upon, arise out of or relate to the Merger Agreement, the negotiation of the Merger Agreement or the performance of the Merger Agreement or the Transactions will be interpreted, construed and governed by and in accordance with the law of the State of Delaware without regard to the conflict of law principles thereof to the extent that such principles would have the effect of applying the laws of, or directing a matter to, another jurisdiction.

CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS OF THE MERGERS

The following discussion is a summary of certain material U.S. federal income tax considerations for U.S. Holders and Non-U.S. Holders (each as defined below, and together, “Holders”) who exchange TMRC Shares for USAR Shares (including any fractional USAR Shares for which cash is received) in the Mergers. This section applies only to Holders that hold their TMRC Shares as “capital assets” for U.S. federal income tax purposes (generally, property held for investment). This discussion is limited to U.S. federal income tax considerations and does not address any estate, gift or other U.S. federal non-income tax considerations or considerations arising under the tax laws of any U.S. state, or local or non-U.S. jurisdiction. This discussion does not describe all of the U.S. federal income tax consequences that may be relevant to any particular investor in light of their particular circumstances, including any alternative minimum tax, the Medicare tax on certain investment income, the potential applicability of any tax treaties between the United States and non-U.S. governments and any different consequences that may apply to Holders subject to special rules under U.S. federal income tax law, such as:

•        banks, financial institutions or financial services entities;

•        broker-dealers;

•        taxpayers that are subject to the mark-to-market accounting rules with respect to the TMRC Shares;

•        governments or agencies or instrumentalities thereof;

•        insurance companies;

•        regulated investment companies or real estate investment trusts;

•        partnerships (including entities or arrangements treated as partnerships) for U.S. federal income tax purposes or persons that hold the TMRC Shares through such partnerships;

•        subchapter S corporations or persons that hold the TMRC Shares through such entities;

•        grantor trusts;

•        tax-exempt entities or organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts;

•        cooperatives;

•        U.S. expatriates or former long-term residents of the United States;

•        except as specifically provided below, persons that directly, indirectly, or constructively own 5% percent or more (by vote or value) of all classes of TMRC’s stock;

•        persons that acquired their TMRC Shares pursuant to an exercise of employee share options, in connection with employee share incentive plans, or otherwise as compensation;

•        persons that hold their TMRC Shares as part of a straddle, constructive sale, hedge, wash sale, conversion or other integrated or similar transaction;

•        persons that exercise appraisal rights in respect of their TMRC Shares in connection with the Mergers under Section 262 of the DGCL;

•        persons that are subject to special tax accounting rules under Section 451(b) of the Code;

•        U.S. Holders (as defined below) that hold their TMRC Shares in connection with a trade or business conducted, or a permanent establishment located, outside the United States;

•        U.S. Holders (as defined below) whose functional currency is not the U.S. dollar; or

•        “specified foreign corporations” (including “controlled foreign corporations”), “passive foreign investment companies” or corporations that accumulate earnings to avoid U.S. federal income tax.

If a partnership (including any entity or arrangement treated as a partnership) for U.S. federal income tax purposes holds TMRC Shares, the tax treatment of such partnership and a person treated as a partner of such partnership will generally depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Partnerships holding any TMRC Shares and persons that are treated as partners of such partnerships should consult their tax advisors as to the particular U.S. federal income tax consequences to them of the Mergers.

This discussion is based on the Code, U.S. Treasury regulations promulgated thereunder (whether final, temporary, or proposed), and judicial and administrative interpretations thereof, all as of the date hereof. All of the foregoing is subject to change, which change could apply retroactively and could affect the tax considerations described herein. The parties to the Merger Agreement have not sought, and do not intend to seek, any rulings from the IRS as to any U.S. federal income tax considerations described herein. Accordingly, there can be no assurance that the IRS will not take positions inconsistent with the considerations discussed below or that any such positions would not be sustained by a court.

THIS DISCUSSION IS ONLY A SUMMARY OF CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH THE MERGERS TO HOLDERS OF TMRC SHARES WHO EXCHANGE TMRC SHARES FOR USAR SHARES IN THE MERGERS. THE U.S. FEDERAL INCOME TAX TREATMENT OF THE MERGERS TO HOLDERS OF TMRC SHARES AND TMRC MAY BE AFFECTED BY MATTERS NOT DISCUSSED HEREIN AND DEPENDS IN SOME INSTANCES ON DETERMINATIONS OF FACT AND INTERPRETATIONS OF COMPLEX PROVISIONS OF U.S. FEDERAL INCOME TAX LAW FOR WHICH NO CLEAR PRECEDENT OR AUTHORITY MAY BE AVAILABLE. EACH HOLDER OF TMRC SHARES SHOULD CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF THE MERGERS, INCLUDING THE APPLICABILITY AND EFFECTS OF U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX LAWS AND THE POTENTIAL APPLICABILITY OF ANY TAX TREATIES BETWEEN THE UNITED STATES AND NON-U.S. GOVERNMENTS.

I.       U.S. Holders

As used herein, a “U.S. Holder” is a beneficial owner of a TMRC Share, who or that is for U.S. federal income tax purposes:

•        an individual who is a citizen or resident of the United States;

•        a corporation that is created or organized in or under the laws of the United States or any state thereof or the District of Columbia;

•        an estate whose income is subject to U.S. federal income tax regardless of its source; or

•        a trust if (1) a U.S. court can exercise primary supervision over the administration of such trust and one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a United States person.

TMRC and USAR intend for the Mergers, taken together, to be treated as a “reorganization” within the meaning of Section 368(a) of the Code and each of TMRC and USAR to be treated as “a party to a reorganization” within the meaning of Section 368(b) of the Code. However, there are significant factual and legal uncertainties as to whether the Mergers will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. For example, under Section 368(a) of the Code, the acquiring corporation must continue, either directly or indirectly through certain controlled corporations, either a significant line of the acquired corporation’s historic business or use a significant portion of the acquired corporation’s historic business assets in a business. However, although we expect that requirement to be satisfied in the case of the Mergers, there is an absence of direct guidance on whether and under which circumstances the acquired corporation is treated as having conducted a historic business for purposes of satisfying that requirement in a case in which the acquired corporation, rather than conducting such a historic business directly, holds an interest in a partnership that is engaged in such a business, as is the case with respect to TMRC’s ownership of its interest in Round Top, an entity classified as a partnership for U.S. federal income tax purposes. Neither USAR nor TMRC intends to request a ruling from the IRS with respect to the tax treatment of the Mergers, and no assurance can be given that the IRS will not challenge the treatment of the Mergers described below or that a court would not sustain such a challenge.

Subject to the discussion below of cash in lieu of fractional shares, if the Mergers qualify as a “reorganization” within the meaning of Section 368(a) of the Code, U.S. Holders of TMRC Shares generally would not recognize gain or loss on the exchange of TMRC Shares for USAR Shares as a result of the Mergers. If so treated, each U.S. Holder’s tax basis in the USAR Shares received in the Mergers would be the same as such U.S. Holder’s tax basis in the TMRC Shares surrendered in the Mergers in exchange therefor, and the holding period of the USAR Shares received in the Mergers by such U.S. Holder would include the holding period of the TMRC Shares surrendered in the Mergers in exchange therefor. A U.S. Holder who receives cash in lieu of a fractional USAR Share in the Mergers generally would be treated as having received such fractional share in the Mergers and then as having received such cash in redemption of such fractional share. Gain or loss generally would be recognized by such U.S. Holder based on the difference between the amount of cash received and the portion of the U.S. Holder’s aggregate adjusted tax basis of the TMRC Shares surrendered that is allocable to such fractional share. Such gain or loss generally would be capital gain or loss and would be long-term capital gain or loss if such TMRC Shares have been held for more than one year at the time of the First Merger. Long-term capital gain of non-corporate U.S. Holders (including individuals) is taxed at preferential U.S. federal income tax rates. The deductibility of capital losses is subject to limitations.

If the Mergers fail to qualify as a “reorganization” under Section 368(a) of the Code, a U.S. Holder of TMRC Shares generally would recognize gain or loss in an amount equal to the difference between (i) the fair market value of the USAR Shares received (including any fractional USAR Shares for which cash is received) in exchange for such surrendered TMRC Shares upon completion of the Mergers and (ii) the U.S. Holder’s adjusted tax basis in the TMRC Shares surrendered. Such gain or loss generally would be capital gain or loss and would be long-term capital gain or loss if such TMRC Shares have been held for more than one year at the time of the First Merger. Long-term capital gain of non-corporate U.S. Holders (including individuals) is taxed at preferential U.S. federal income tax rates. The deductibility of capital losses is subject to limitations. If so treated, a U.S. Holder’s tax basis in the USAR Shares received in the Mergers generally would be equal to the fair market value of such USAR Shares, and the U.S. Holder’s holding period in such USAR Shares generally would begin on the day following the First Merger.

For purposes of the foregoing, if a U.S. Holder acquired different blocks of TMRC Shares at different times or at different prices, such U.S. Holder should consult its tax advisor regarding the appropriate manner in which USAR Shares (including any fractional USAR Shares for which cash is received) should be allocated among different blocks of TMRC Shares.

U.S. Holders are urged to consult their tax advisors regarding the tax consequences to them of the Mergers.

II.     NON-U.S. HOLDERS

As used herein, a “Non-U.S. Holder” is a beneficial owner of a TMRC Share who or that is for U.S. federal income tax purposes:

•        a non-resident alien individual, other than certain former citizens and residents of the United States subject to U.S. tax as expatriates;

•        a foreign corporation; or

•        an estate or trust that is not a U.S. Holder.

Subject to the discussion of “United States real property holding corporations” below, the Mergers are not expected to result in any U.S. federal income tax consequences to a Non-U.S. Holder with respect to the receipt of USAR Shares in exchange for TMRC Shares if the Mergers qualify as a “reorganization” within the meaning of Section 368(a) of the Code. If the Mergers fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, a Non-U.S. Holder of TMRC Shares generally will not be subject to U.S. federal income tax on gain recognized on the exchange of TMRC Shares for USAR Shares (including any fractional USAR Shares for which cash is received) in the Mergers unless (i) the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, such gain is attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the United States); (ii) the Non-U.S. Holder is a non-resident alien individual present in the United States for 183 days or more during the taxable year of the exchange and certain other requirements are met; or (iii) assuming the TMRC Shares are treated as “regularly traded” on an “established securities market” (as such terms are defined under applicable U.S. Treasury regulations), the Non-U.S. Holder owned, directly or under certain constructive ownership rules under the Code, more than 5% of the TMRC Shares at any time during the five-year period preceding the First Merger,

and TMRC is or has been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code at any time during the shorter of the five-year period preceding the First Merger or the period during which the Non-U.S. Holder held TMRC Shares. Based on the composition of TMRC’s assets, TMRC is expected to be a “United States real property holding corporation” for its current taxable year. However, such determination is factual in nature and subject to change, and no assurance can be provided as to whether TMRC is or will be a “United States real property holding corporation” with respect to a particular Non-U.S. Holder of TMRC Shares.

Any gain described in clause (i) above generally would be subject to U.S. federal income tax on a net income basis in substantially the same manner as if the Non-U.S. Holder were a U.S. Holder (unless an applicable income tax treaty provides otherwise), and if the Non-U.S. Holder is a corporation, it may also be subject to an additional “branch profits tax” at a 30% rate (or such lower rate as may be provided by an applicable income tax treaty). A Non-U.S. Holder described in clause (ii) above generally would be subject to tax at a rate of 30% (or such lower rate as may be provided by an applicable income tax treaty) on any gain recognized, which may be offset by U.S.-source capital losses recognized in the same taxable year (if any). If clause (iii) above applies to a Non-U.S. Holder, any gain realized by such holder generally would be subject to tax at generally applicable U.S. federal income tax rates. If the Mergers qualify as a “reorganization” within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes, then any gain described in clauses (i) or (ii) above (which gain is not also described in clause (iii) above) in respect of a Non-U.S. Holder of TMRC Shares that exchanges such TMRC Shares for USAR Shares (including any fractional USAR Shares for which cash is received) generally will not be treated as recognized taxable gain in the exchange. If so treated, subject to the below discussion of gain described in clause (iii) above, each Non-U.S. Holder’s tax basis in the USAR Shares received in the Mergers would be the same as such Non-U.S. Holder’s tax basis in the TMRC Shares surrendered in the Mergers in exchange therefor, and the holding period of the USAR Shares received in the Mergers by such Non-U.S. Holder would include the holding period of the TMRC Shares surrendered in the Mergers in exchange therefor.

Regardless as to whether the Mergers qualify as a “reorganization” within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes, in the case of gain described in clause (iii) above, such gain would be subject to tax at generally applicable U.S. federal income tax rates. If a Non-U.S. Holder is subject to tax under the rules described in clause (iii) above, such Non-U.S. Holder’s basis in the USAR Shares received in the Mergers would be the fair market value of such USAR Shares at the time of the First Merger, and the Non-U.S. Holder’s holding period in such USAR Shares would begin on the day following the First Merger. If a Non-U.S. Holder is not subject to tax under clause (iii) and the Mergers qualify as a “reorganization,” the basis and holding period rules described above under the discussion of the Mergers qualifying as a “reorganization” generally would apply to the USAR Shares received by such Non-U.S. Holder.

If, contrary to the assumption in clause (iii) above that the TMRC Shares are “regularly traded” on an “established securities market,” and clause (iii) above otherwise applies to a Non-U.S. Holder of TMRC Shares (regardless of ownership percentage), such Non-US Holder may be treated in the same manner as if clause (iii) above applied and withholding of U.S. federal income tax may be required at a rate of 15% on the amount of gain realized by such Non-U.S. Holder of TMRC Shares.

Non-U.S. Holder subject to tax as described in the preceding paragraphs will be required to file a U.S. federal income tax return with the IRS.

Non-U.S. Holders are urged to consult their tax advisors regarding the tax consequences to them of the Mergers.

III.   Reporting AND BACKUP WITHHOLDING Requirements

Each Holder that receives USAR Shares (including any fractional USAR Shares for which cash is received) in the Mergers may be required to retain permanent records pertaining to the Mergers and make such records available to any authorized IRS officers and employees. Such records may include information regarding the number, basis, and fair market value of the TMRC Shares exchanged and USAR Shares received in exchange therefor (including any fractional USAR Shares for which cash is received).

Additionally, a Holder that is required to file U.S. federal income tax returns and who owned immediately before the Mergers at least 1% (by vote or value) of the total outstanding equity of TMRC may be required to attach a statement to their U.S. federal income tax returns for the year in which the Mergers are consummated that contains the information listed in U.S. Treasury regulations Section 1.368-3(b). Such statement must include such Holder’s

BUSINESS OF TMRC

As used in this section, references to “Texas Mineral”, “the Company,” “we,” “our,” “us” or “TMRC” mean Texas Mineral Resources Corp. and its predecessors, as the context requires.

We are engaged in the business of owning, acquiring, exploring and developing mineral properties. We own an approximately 18.7% membership interest in RTMD, which entity holds two mineral property leases with the GLO to explore and develop the Round Top Project. The leases expire in 2030 with provisions for automatic renewal if RTMD is producing in paying quantities (the receipt from the sale of materials exceeds all costs and expenses associated therewith for the prior 12 months). The strategy with the Round Top Project is to develop a metallurgical process to concentrate or otherwise extract the metals from the Round Top Project’s rhyolite, conduct additional engineering, design, geotechnical work, and permitting necessary for a bankable feasibility study and then to extract mineral resources from the Round Top Project. The Round Top Project is considered an ‘exploration stage property’ under Item 1300 of Regulation S-K, in that the Round Top Project is a property that has no mineral reserves disclosed. Mineral resources that are not mineral reserves have no demonstrated economic viability.

Rare earth elements are a group of chemically similar elements that usually are found together in nature — they are referred to as the “lanthanide series.” These individual elements have a variety of characteristics that are critical in a wide range of technologies, products, and applications and are critical inputs in existing and emerging applications. Without these elements, multiple high-tech technologies would not be possible. These technologies include:

•        cell phones;

•        computer and television screens;

•        battery operated vehicles;

•        clean energy technologies, such as hybrid and electric vehicles and wind power turbines;

•        fiber optics, lasers and hard disk drives;

•        numerous defense applications, such as guidance and control systems and global positioning systems; and

•        advanced water treatment technology for use in industrial, military and outdoor recreation applications.

Because of these applications, global demand for REE is projected to steadily increase due to continuing growth in existing applications and increased innovation and development of new end uses. Interest in developing resources domestically has become a strategic necessity as there is limited production of these elements outside of China. Our ability to raise additional funds to continue to fund our participation interest in the Round Top Project may be impacted by, among other factors, future prices for REEs.

As a part of our ongoing operations, we will occasionally investigate potential new mining opportunities. We may also incur expenses associated with our investigations. These costs are expensed as incurred until such time when we have agreements in place to purchase any such mining rights.

Operations Update

USAR OpCo, the operating manager of the Round Top Project, continues to progress the Round Top Project toward operations. To date, USAR OpCo has successfully separated all heavy rare-earth elements from light rare-earth elements and is now beginning our work on individual separations including dysprosium and terbium, as well as critical minerals, such as hafnium and zirconium, from the Round Top Project ore.

History of the Round Top Project

In 2011, the Company entered into two leases with the GLO to explore and develop the Round Top Project, which leases were transferred to RTMD in 2021.

In March 2013, we purchased the 54,990 acre surface lease covering the Round Top Project, known as the West Lease, from the Southwest Wildlife and Range Foundation (“Foundation”) for $500,000 and the issuance of 1,063,830 TMRC Shares and agreed to support the Foundation through an annual payment of $45,000 for ten years

to support conservation efforts within the Rio Grande Basin. The West Lease provides exclusive surface access to the area for the potential development and mining of the Round Top Project. We transferred the West lease to RTMD in 2021.

In October 2014, we executed agreements with the GLO securing the option to purchase the surface rights covering the Round Top Project mine and plant areas and, separately, a groundwater lease. The option to purchase the surface rights covers approximately 5,670 acres of which 950 acres are authorized for mining and the remaining 4,720 acres are contemplated for future use as mine processing land (e.g., for use to assist in mine development, as leach fields, and/or as plant site). The option may be exercised for all or part of the option acreage at any time during the primary term of the mineral lease as defined above. The “primary term” of the GLO mineral leases and the option is through August 2030. The option can be kept current by an annual payment of $10,000. The purchase price will be the appraised value of the surface at the time of exercising the option. The ground water lease secures the right to develop the ground water within an 8,828-acre lease area located approximately 4 miles from the Round Top Project. This lease has an annual minimum production payment of $5,000 prior to production of water for the operation. After initiation of production payments of $0.95 per thousand gallons or $20,000 annually, whichever is greater, is required. This lease remains effective as long as the mineral lease is in effect. We transferred the option to purchase the surface rights and water lease to RTMD in 2021.

Cautionary Note

Cautionary Note to Investors:    The PEA dated August 16, 2019 was prepared in accordance with Canadian National Instrument 43-101 — Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) — CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended. The Company voluntarily had the PEA prepared in accordance with NI 43-101 but the Company is not subject to regulation by Canadian regulatory authorities and no Canadian regulatory authority has reviewed the PEA or passed upon its accuracy or compliance with NI 43-101. The terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” are Canadian mining terms as defined in accordance with NI 43-101. These definitions differ from the definitions in Item 1300 of Regulation S-K under the Securities Act. Under Item 1300 of Regulation S-K standards, a “final” or “bankable” feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority. In addition, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” while defined in NI 43-101 and Item 1300 of Regulation S-K are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that all or any part of mineral deposits in these categories will ever be converted into reserves. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by Item 1300 of Regulation S-K standards as in place tonnage and grade without reference to unit measures. Accordingly, information in the PEA contains descriptions of our mineral deposits that may not be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder. The Round Top Project as described in the PEA currently does not contain any known proven or probable mineral reserves under Item 1300 of Regulation S-K reporting standards. U.S. investors are urged to consider closely the disclosure in the Registrant’s latest reports filed with the SEC. U.S. Investors are cautioned not to assume that any defined resources in these categories will ever be converted into Item 1300 of Regulation S-K compliant reserves.

USA Rare Earth Agreement

In August 2018, the Company and Morzev entered into the 2018 Option Agreement whereby Morzev was granted the exclusive right to earn and acquire a 70% interest in the Round Top Project by financing $10 million of expenditures in connection with the Round Top Project, increasable to an 80% interest, for an additional $3 million payment to the Company. In connection with the formation of USAR OpCo in May 2019, Morzev notified the

Company that it was nominating USAR OpCo as the optionee under the terms of the 2018 Option Agreement. In August 2019, the Company and USAR entered into the 2019 Option Agreement, whereby the Company restated its agreement to grant USAR OpCo the exclusive right to earn and acquire a 70% interest, increasable to an 80% interest, in the Round Top Project.

In May 2021, and in accordance with the terms of the Option Agreement, the Company and USAR OpCo entered into the Contribution Agreement whereby the Company and USAR OpCo contributed assets to RTMD, at the time a wholly-owned subsidiary of the Company, in exchange for their initial ownership interests in RTMD, of which the Company initially owned a membership interest equating to 20% of RTMD and USAR OpCo initially owned a membership interest equating to 80% of RTMD. Concurrently therewith, the Company and USAR OpCo as the two members entered into the Operating Agreement governing the operations of RTMD which contains customary and industry standard terms as contemplated by the Option Agreement. USAR OpCo serves as manager of RTMD.

Upon entry into the Contribution Agreement, the Company assigned the following contracts and assets to RTMD in exchange for its initial 20% membership interest in RTMD:

•        the assignment and assumption agreement with respect to the mineral leases from the Company to RTMD;

•        the assignment and assumption agreement with respect to the surface lease from the Company to RTMD;

•        the assignment and assumption agreement with respect to the surface purchase option from the Company to RTMD;

•        the assignment and assumption agreement with respect to the water lease from the Company to RTMD; and

•        the bill of sale and assignment agreement of existing data and other relevant contracts and permits with respect to RTMD owned by the Company.

Upon entry into the Contribution Agreement, USAR OpCo assigned the following assets to Round Top (or the Company, as applicable) for its initial 80% membership interest in RTMD:

•        cash to RTMD to continue to fund RTMD operations in the amount of approximately $3,761,750 comprising the balance of the $10 million required expenditure to earn a 70% interest in RTMD;

•        cash in the amount of $3 million to the Company upon exercise of the USAR OpCo option to acquire from the Company an additional 10% interest in RTMD, resulting in the aggregate ownership interest of 80% in RTMD;

•        bill of sale and assignment agreement of the Pilot Plant and other relevant contracts and permits to RTMD; and

•        bill of sale and assignment agreement of existing data and intellectual property owned by USAR OpCo to RTMD.

In June 2023, the Company and USAR OpCo adopted the Amended Operating Agreement and the following material amendments to the Amended Operating Agreement were adopted:

Cash Calls.

On the basis of the adopted program and budget (sometimes referred to as the “RTMD Budget”) then in effect, the manager will submit to each member monthly cash calls at least 10 days before the last day of each month, and within 10 days of receipt, (a) USAR OpCo will pay to RTMD, as an additional capital contribution, its proportionate share of the estimated cash requirements based on its interest and (b) the Company will either (i) pay to RTMD, as an additional capital contribution, its proportionate share of the estimated cash requirements based on its interest, or (ii) deliver to RTMD a written notice indicating what amount, if any, of the applicable estimated cash requirements that the Company will contribute (the “Notice of Non-Contribution”). Failure by the Company to deliver payment of its proportionate share of the estimated cash requirements, as an additional capital contribution,

or to deliver a Notice of Non-Contribution within the 10 day period shall automatically be considered a “Deemed Non-Contribution” and shall have the same effect as if the Company provided a timely Notice of Non-Contribution with respect to non-contribution of its entire proportionate share of the applicable cash call.

Remedies for Failure to Meet Cash Calls

Non-Contribution.    Capital contributions only will be made to fund programs and budgets. If the Company does not contribute all or any portion of any additional capital contribution that it is required to contribute pursuant to a Notice of Non-Contribution or a Deemed Non-Contribution (such unfunded amount shall be deemed the “Shortfall Amount”), then USAR OpCo shall fund the entire Shortfall Amount within 5 business days after the Notice of Non-Contribution or Deemed Non-Contribution.

Dilution.    Upon the contribution of the Shortfall Amount by USAR OpCo, the interests of the members will be recalculated based on the adjustment provision set forth below in the sub-heading “— Adjustment of Interests”.

Maximum Dilution.    The dilution of the Company shall not fall below a 3% interest in RTMD (the “Minimum Percentage Interest”). Upon the contribution by USAR OpCo of a Shortfall Amount which otherwise would result in a dilution of the Company below the Minimum Percentage Interest, USAR OpCo will receive a priority distribution of available cash, in addition to a distribution of available cash to which USAR OpCo otherwise is entitled to receive as a result of its proportionate additional capital contribution pursuant to the applicable cash call request, up to the Shortfall Amount that would have resulted in the Company’s interest being further diluted but for the Minimum Percentage Interest (the “Priority Distribution”). The Priority Distribution will continue until USAR OpCo has been reimbursed for its contribution of the Shortfall Amount that would have resulted in the Company having an interest below the Minimum Percentage Interest, after which time the members shall receive distributions of available cash pro rata in proportion to their respective interests.

Adjustment of Interests.    If USAR OpCo contributes the Shortfall Amount, then the then current interest of the Company will be reduced (subject to the Minimum Percentage Interest), effective as of each cash call under an additional capital contribution for the applicable program and budget, by a fraction, expressed as a percentage:

•        the numerator of which equals the Shortfall Amount actually funded by USAR OpCo; and

•        the denominator of which equals the market capitalization of the Company.

In October 2025, RTMD sent a cash call notice for the November 2025 RTMD cash call in the aggregate amount of $903,978, of which $734,429 was contributed by USAR OpCo and $169,549 was to be contributed by the Company but the Company elected to incur dilution rather than to fund its portion. The dilution to the Company’s membership interest in RTMD with respect to the November 2025 RTMD cash call notice was calculated as follows: (A) the USAR OpCo ownership interest in RTMD at September 30, 2025 was 81.260% and the Company’s ownership interest in RTMD at September 30, 2025 was 18.740%; (B) the Company provided a Notice of Non-Contribution in October 2025 stating that it will not contribute the $169,549 which then became the Shortfall Amount; (C) USAR OpCo contributed its $734,429 plus the Shortfall Amount; (D) the Company as of the date of the Notice of Non-Contribution had a market capitalization of $126,783,791; and (E) as the Shortfall Amount equaled 0.134% of the Company’s market capitalization, the Company’s percentage Interest in RTMD was reduced to approximately 18.7% as of December 31, 2025.

Distributions

Cash in excess of authorized reserves will be distributed to the members pro-rata in proportion to their respective interests on a periodic basis as determined by the management committee. RTMD will be required to make tax distributions to each member. Once USAR OpCo has been paid the Priority Distribution, if applicable, all distributions made in connection with the sale or exchange of all or substantially all of RTMD’s assets and all distributions made in connection with the liquidation of RTMD will be made to the members pro-rata in accordance with their respective interests.

Other material terms of the Amended Operating Agreement that remain unchanged are as follows:

Management.

A management committee will make the major decisions of RTMD, such as approval of the respective program and budget, and the manager will implement such decisions. The management committee consists of three representatives of the members, with two being appointed by USAR OpCo and one by the Company which is Dan Gorski. The representatives vote the ownership percentage interests of their appointing member.

Management Committee Meetings.

Meetings will be held every three months unless otherwise agreed. For matters before the management committee that require a vote, voting is by simple majority except for certain “major decisions” that require a unanimous vote. So long as the Company maintains a 15% or greater ownership interest, the nine decisions identified in the bullet points below require unanimous approval. If the Company’s ownership interest falls below 15%, the number of unanimous decisions is reduced to five (being the first five bullet points below). If the Company is acquired by a REE mining company or sells its ownership interest to a REE mining company, in each case who elects a majority of the Company’s board, this unanimous approval requirement can be suspended by USAR OpCo, at its option. The major decisions requiring unanimous approval, as set forth above, are:

•        approval of an amendment to any program and budget that causes the program and budget to increase by 15% or more, except for emergencies;

•        other than purchase money security interests or other security interests in RTMD equipment to finance the acquisition or lease of RTMD equipment used in operations, the consummation of a project financing or the incurrence by RTMD of any indebtedness for borrowed money that requires the guarantee by any member of any obligations of RTMD;

•        the redemption of all or any portion of an ownership interest, except for limited circumstances provided for in the Operating Agreement;

•        the issuance of an ownership interest or other equity interest in RTMD, or the admission of any person as a new member of RTMD, other than in connection with the exercise of a right of first offer by a member;

•        substitution of a member under certain circumstances and dissolution of RTMD;

•        a decision to grant authorization for RTMD to file a petition for relief under any chapter of the United States Bankruptcy Code, to consent to such relief in any involuntary petition filed against RTMD by any third party, or to admit in writing any insolvency of RTMD or inability to pay its debts as they become due, or to consent to any receivership of RTMD;

•        acquisition or disposition of significant mineral rights, other real property or water rights outside of the area of interest as set forth in the Operating Agreement or outside of the ordinary course of business;

•        the merger of RTMD into or with any other entity; and

•        the sale of all or substantially all of RTMD’s assets.

Manager.

The manager will manage, direct and control operations in accordance with program and budget, will prepare and present to the management committee a proposed program and budget, and will generally oversee and implement all of the day to day activities of RTMD. The manager will conduct necessary equipment and materials procurement and property and equipment maintenance activities, with all operations to be conducted in accordance with adopted program and budget.

Permitted Transfers.

Certain transfers are permitted under the Amended Operating Agreement, including transfers to affiliates or through certain mergers or other forms of business reorganization. A member may also encumber its ownership interest provided that if the ownership interest is foreclosed upon, the other member has a pre-emptive right to acquire such ownership interest at the foreclosure sale. If the transfer is a “permitted transfer,” the transferee is automatically admitted as a member; otherwise unless the other member agrees, the transferee is only an economic interest holder with no voting or other rights held by a member.

Right of First Offer.

If a member desires to transfer all or a portion of its ownership interest to a third party (other than a permitted transfer), it may do that without the consent of the other member so long as it gives the other member the first right to purchase its ownership interest on the same terms. If the other member does not elect to purchase the ownership interest on such terms, the member may sell its ownership interest on such terms and the transfer will be a permitted transfer.

Drag-Along Right.

If USAR OpCo accepts a bona fide offer to purchase its entire ownership interest and all other rights under the Operating Agreement from an unrelated third party, the Company will then be obligated to sell its entire ownership interest and all other rights under the Amended Operating Agreement to the unrelated third party on the same terms and conditions as are accepted by USAR OpCo.

Current Ownership in Round Top.

Pursuant to the Amended Operating Agreement, USAR OpCo initially owned membership interests equating to 80% of Round Top and the Company initially owned membership interests equating to 20% of Round Top. These ownership interests have been and will be adjusted further under a variety of circumstances, including a decision by us not to fund in cash our portion of an RTMD Budget. Currently, USAR OpCo and the Company are obligated, subject to an election by the Company not to fund in cash its portion of an RTMD cash call and in lieu thereof to incur dilution to its membership interests, to fund further expenditures in proportion to their respective ownership interests. We did not fund any of our $631,042 cash call requirements during the fiscal year ended August 31, 2025 (total cash call for RTMD was $3,304,829) which resulted in the dilution of our RTMD membership interest to 18.779% at August 31, 2025. Subsequent thereto, we received cash calls for September, October and November 2025 which resulted in the dilution of our RTMD membership to approximately 18.7% as of December 31, 2025. We have not been advised by USAR OpCo with respect to any preliminary estimate of the RTMD Budget for the fiscal year ending August 31, 2026. Last year we were not advised as to any RTMD Budget. In the prior year, we were advised that the estimated budget for the fiscal year ended August 31, 2024 was anticipated to be between $15 million to $20 million, with the Company’s portion estimated to be between $3 million to $4 million. During the fiscal year ended August 31, 2024, the total expenditure on the Round Top Project by USAR OpCo (as we elected not to fund our portion, have USAR OpCo fund our portion, and in lieu thereof to incur dilution) was $4,200,996 (of which $898,740 was our portion funded by USAR OpCo when we elected to incur dilution rather than fund). It is possible that the RTMD Budget for the current fiscal year ending August 31, 2026 will exceed prior year cash calls, and it should be expected that in future periods the RTMD Budget will be higher. The Company likely will decide to incur dilution to its then current membership interest in lieu of funding in cash its RTMD Budget obligations during this fiscal year, as it currently does not have sufficient capital to fund any cash calls during this current fiscal year (and only has sufficient cash to fund estimated general and administrative expenses and related costs through August 2026); consequently our ownership interest in the Round Top Project will likely be further diluted during this current fiscal year. We will be required to raise additional capital to fund future cash calls from RTMD (unless we elect in lieu of making cash contributions to dilute our membership interest percentage, which dilution could be significant), and there can be no assurance that we will be able to raise the necessary capital to fund future RTMD cash calls (or to fund estimated general and administrative expenses subsequent to August 2026). We estimate that our current cash is sufficient to fund estimated general and administrative expenses and related costs through August 2026. See “TMRC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”

Operations of the Round Top Project

During the fiscal year ended August 31, 2025, the total cash calls by RTMD, and expenditures in RTMD, was $3,304,829 used primarily to optimize the leaching and developing of the CIX/CIC processing of the Round Top Project. It is unclear what the preliminary estimate of the RTMD Budget will be for the fiscal year ending August 31, 2026. Initial process design work has been carried out at USAR’s facility in Wheat Ridge, Colorado. The Round Top Project will require additional time and further expenditure to complete a bankable feasibility study. The Company lacks sufficient capital to fund any cash calls during the current fiscal year or thereafter and we expect to incur dilution to our then current membership interest in lieu of funding our RTMD cash calls during 2026.

Potential Santa Fe Gold Corporation/Alhambra Project

In November 2021, the Company entered into a mineral exploration and option agreement with Santa Fe Gold Corporation (“Santa Fe”), which agreement was amended in May 2024. Under the option agreement, the Company has the right to pursue a joint venture arrangement with Santa Fe to jointly explore and develop one or more target silver properties to be selected by the Company among patented and unpatented mining claims held by Santa Fe within the project area located in the Black Hawk Mining District in Grant County, New Mexico. Completion of a joint venture agreement, if any, is subject to the successful outcome of a multi-phase exploration plan leading to a bankable feasibility study planned to be undertaken in the near future by the Company. Under the contemplated terms of the proposed joint venture agreement, the Company would be project operator and initially own 50.5% of the joint venture while Santa Fe would initially own 49.5%. Additional terms of the joint venture are to be negotiated between the Company and Santa Fe in the future. There can be no assurance that the Company and Santa Fe will enter into a formal joint venture agreement, that there will be a successful outcome to any multi-phase exploration plan, that we will have the financial resources to fund exploration activities in the future, that any bankable feasibility study will be completed, or that this project will be commercialized.

Under the terms of the option agreement, the Company plans to conduct a district-wide evaluation among the patented and unpatented claims held by Santa Fe, as well as the area of interest, consisting of geologic mapping, sampling, trenching, radiometric surveying, geophysics, drilling and/or other methods as warranted. Based on the district-wide evaluation, the Company would designate a “project area or areas,” the size or sizes of which will be decided at the time, and commence development work. The property covered in the option agreement is approximately 1,600 acres and covers approximately 75% of the Black Hawk Mining District. The area to be studied also includes a two-mile radius “area of interest.” The term of the option is for so long as the Company continues to conduct exploration activities in the Project Area (although there can be no assurance that the Company will continue to conduct exploration activities in any future period, due to lack of financial resources or otherwise) and can be exercised on 60 days’ notice to Santa Fe. During the term of the option and subject to limited exceptions, Santa Fe has agreed not to transfer any portion of its patented and unpatented mining claims within the Black Hawk Mining District without granting the Company the right of first refusal. In October 2024, a Minimum Impact Exploration Permit, No. GR094EM, was issued by the New Mexico Mining and Minerals Division related to the project area.

The Black Hawk district and the Alhambra mine, in particular, are historically known for the occurrence of native silver lenses, randomly distributed in narrow carbonate veins. The “ore shoots” are small, ranging from ten feet to seventy feet along the vertical axis and five to fifty feet along the horizontal axis. We believe that the excessive cost of locating and mining these small “ore shoots” has been the principal reason for the inability to sustain a mining operation in this district.

Because of the high native silver content of ore historically mined in the district, we have considered the use of geophysics to locate these small lenses and pods, with the goal to make potential development and mining feasible. We have worked with a geophysical service provider and consultants, and have completed four phases of electromagnetic surveying in the immediate area of the Alhambra mine. The method producing the most meaningful geological data is a method called NANOTEM by its developer, Zonge International. This technique was developed to locate small electrically conducting objects such as pipes, underground tanks and unexploded ordinance. Working with consultants and with Zonge International this technique was modified and applied to the immediate area of the Alhambra mine. Results are encouraging and plans have been made to conduct a diamond drilling campaign to test the electrically conductive anomalies detected to date. This drilling is sited to test these “anomalies” within the geologically favorable area along the vein immediately to the north of the Alhambra mine workings.

During April and May 2025, 20 diamond drill holes aggregating 2751 feet were drilled at the historic Alhambra mine; eight drill holes were directed to test electro-magnetic anomalies separate from the Alhambra vein itself; three were multi-targeted to test electro-magnetic features and also to intersect the Alhambra vein; eight were drilled to intersect the Alhambra vein in the upper workings; and one was abandoned. Planning of the next phase of exploration is ongoing and while there can be no assurance that further exploration will continue, such continuation will be guided by analysis of the drill core.

Potential Steeple Rock Project

The Company entered into a non-binding letter of intent with Steeple Rock Holding Company, LLC (“Steeple Rock”) to explore the possibility of entering into a mining venture involving (i) four mines, being the Billali mine, the Jim Crow mine, the inactive Imperial mine, and the Carlisle mine, all located on patented mining claims in Grant County, New Mexico, and (ii) certain related assets including a 150 tons per day, unassembled flotation mill located in Duncan, Arizona. New Mexico Minimum Impact Mining permits are in effect for the Billali mine, which also holds a valid Federal Discharge Permit, and the Jim Crow and adjacent Imperial mine which are operated under a common permit. The millsite holds a valid operating permit issued by the State of Arizona. The Carlisle mine is currently unpermitted.

The initial anticipated capital required for the potential project, in an amount to be determined and agreed upon by the parties, is expected to be used for the initiation of mining and milling operations. There can be no assurance that entry into the non-binding letter of intent will result in a definitive agreement or, if a definitive agreement is reached, the potential project will proceed on the preliminary and general terms described above or at all. Legal, regulatory, business and financial diligence, along with the procurement of necessary capital to proceed with this potential project in an amount to be determined (of which there can be no assurance the necessary capital can be procured to proceed with this potential project), will need to be satisfactorily completed by the parties, as well as other customary conditions and approvals. No exploration costs were incurred with respect to this potential project in the fiscal year ended August 31, 2025.

We may acquire up to a 50.1% interest in this potential project by contribution of the Carlisle mine and by raising the initial capital needed, in an amount to be determined, to assemble the mill and commence development and production.

Trends — Markets

Rare earth elements, or REEs, are a group of chemically similar elements that usually are found together in nature — they are referred to as the “lanthanide series.” These individual elements have a variety of characteristics that are important in a wide range of technologies, products, and applications and are critical inputs in existing and emerging applications including: computer hard drives, cell phones, clean energy technologies, such as hybrid and electric vehicles and wind power turbines; multiple high-tech uses, including fiber optics, lasers and hard disk drives; numerous defense applications, such as guidance and control systems and global positioning systems; and advanced water treatment technology for use in industrial, military and outdoor recreation applications. As a result, global demand for REE is projected to due to continuing growth in existing applications and increased innovation and development of new end uses. Interest in developing resources domestically has become a strategic necessity as there is limited production of these elements outside of China. Our ability, if any, to raise additional funds in order to fund our expected cash calls in RTMD may be impacted by future prices for REEs.

Sources and Availability of Raw Materials

The Round Top Project is currently in the exploration stage and as such RTMD does not require any significant raw materials in order to carry out its primary operating activities. The goal of RTMD is to continue to fund the exploration and development of the Round Top Project to determine whether it is commercially feasible, of which there can be no assurance. The raw materials that the current operations of RTMD rely upon are gasoline and diesel fuel for the exploration vehicles and for the heavy equipment required to build roads and conduct drilling operations. Water is expected to be provided per service contract by Eagle Mountain Gang or through other sources.

Seasonality

Seasonality in the State of Texas is not a material factor to our operations for our project.

Competition

The mining industry is highly competitive. RTMD competes with numerous companies, some of which have greater financial resources available to them. RTMD may, therefore, be operating at a disadvantage in the course of acquiring mining properties and obtaining materials, supplies, labor, and equipment. Additionally, RTMD is and we are and will continue to be an insignificant participant in the business of exploration and mineral property development. A large number of established and well-financed companies are active in the mining industry and will have an advantage over RTMD and the Company if they are competing for the same properties. Nearly all such entities have greater financial resources, technical expertise and managerial capabilities than ourselves and, consequently, RTMD and the Company will be at a competitive disadvantage in identifying possible mining properties and procuring the same.

China accounts for the vast majority of rare earth element production. While rare earth element projects exist outside of China, very few are in actual production. Further, given the timeline for current exploration projects to come into production, if at all, it is likely that the Chinese will be able to dominate the market for rare earth elements into the future. This gives the Chinese a competitive advantage in controlling the supply of rare earth elements and engaging in competitive price reductions to discourage competition. Any increase in the amount of rare earth elements exported from other nations, and increased competition, may result in price reductions, reduced margins and loss of potential market share, any of which could materially adversely affect our operations. As a result of these factors, RTMD and the Company may not be able to compete effectively against current and future competitors.

Government Approvals

The exploration, drilling and mining industries operate in a legal environment that requires permits to conduct virtually all operations. Thus permits are required by local, state and federal government agencies. Local authorities, usually counties, also have control over mining activity. The various permits address such issues as prospecting, development, production, labor standards, taxes, occupational health and safety, toxic substances, air quality, water use, water discharge, water quality, noise, dust, wildlife impacts, as well as other environmental and socioeconomic issues.

Prior to receiving the necessary permits to explore or mine, the operator must comply with all regulatory requirements imposed by all governmental authorities having jurisdiction over the project area. Very often, in order to obtain the requisite permits, the operator must have its land reclamation, restoration or replacement plans pre-approved. Specifically, the operator must present its plan as to how it intends to restore or replace the affected area. Often all or any of these requirements can cause delays or involve costly studies or alterations of the proposed activity or time frame of operations, in order to mitigate impacts. All of these factors make it more difficult and costly to operate and have a negative and sometimes fatal impact on the viability of the exploration or mining operation. It is possible that future changes in these laws or regulations could have a significant impact on our business as well as RTMD’s business, causing those activities to be economically reevaluated at that time.

Effect of Existing or Probable Government and Environmental Regulations

Mineral exploration, including mining operations are subject to governmental regulation. The Round Top Project’s operations may be affected in varying degrees by government regulation such as restrictions on production, price controls, tax increases, expropriation of property, environmental and pollution controls or changes in conditions under which minerals may be marketed. An excess supply of certain minerals may exist from time to time due to lack of markets, restrictions on exports, and numerous factors beyond our control. These factors include market fluctuations and government regulations relating to prices, taxes, royalties, allowable production and importing and exporting minerals. The effect of these factors cannot be accurately determined. This section is intended as a brief overview of the laws and regulations described herein and is not intended to be a comprehensive treatment of the subject matter.

Overview.    Like all other mining companies doing business in the United States, RTMD is subject to a variety of federal, state and local statutes, rules and regulations designed to protect the quality of the air and water, and threatened or endangered species, in the vicinity of its operations. These include “permitting” or pre-operating approval requirements designed to ensure the environmental integrity of a proposed mining facility, operating requirements

designed to mitigate the effects of discharges into the environment during exploration, mining operations, and reclamation or post-operation requirements designed to remediate the lands affected by a mining facility once commercial mining operations have ceased.

Federal legislation in the United States and implementing regulations adopted and administered by the Environmental Protection Agency, the Forest Service, the Bureau of Land Management, the Fish and Wildlife Service, the Army Corps of Engineers and other agencies-in particular, legislation such as the federal Clean Water Act, the Clean Air Act, the National Environmental Policy Act, the Endangered Species Act, the National Forest Management Act, the Wilderness Act, and the Comprehensive Environmental Response, Compensation and Liability Act-have a direct bearing on domestic mining operations. These federal initiatives are often administered and enforced through state agencies operating under parallel state statutes and regulations.

The Clean Water Act.    The federal Clean Water Act is the principal federal environmental protection law regulating mining operations in the United States as it pertains to water quality.

At the state level, water quality is regulated by the Environment Department, Water and Waste Management Division under the Water Quality Act (state). If our exploration or any future development activities might affect a ground water aquifer, it will have to apply for a Ground Water Discharge Permit from the Ground Water Quality Bureau in compliance with the Groundwater Regulations. If exploration affects surface water, then compliance with the Surface Water Regulations is required.

The Clean Air Act.    The federal Clean Air Act establishes ambient air quality standards, limits the discharges of new sources and hazardous air pollutants and establishes a federal air quality permitting program for such discharges. Hazardous materials are defined in the federal Clean Air Act and enabling regulations adopted under the federal Clean Air Act to include various metals. The federal Clean Air Act also imposes limitations on the level of particulate matter generated from mining operations.

National Environmental Policy Act (NEPA).    NEPA requires all governmental agencies to consider the impact on the human environment of major federal actions as therein defined.

Endangered Species Act (ESA).    The ESA requires federal agencies to ensure that any action authorized, funded or carried out by such agency is not likely to jeopardize the continued existence of any endangered or threatened species or result in the destruction or adverse modification of their critical habitat. In order to facilitate the conservation of imperiled species, the ESA establishes an interagency consultation process. When a federal agency proposes an action that “may affect” a listed species, it must consult with the United States Fish and Wildlife Service (“USFWS”) and must prepare a “biological assessment” of the effects of a major construction activity if the USFWS advises that a threatened species may be present in the area of the activity.

National Forest Management Act.    The National Forest Management Act, as implemented through title 36 of the Code of Federal Regulations, provides a planning framework for lands and resource management of the National Forests. The planning framework seeks to manage the National Forest System resources in a combination that best serves the public interest without impairment of the productivity of the land, consistent with the Multiple Use Sustained Yield Act of 1960.

Wilderness Act.    The Wilderness Act of 1964 created a National Wilderness Preservation System composed of federally owned areas designated by Congress as “wilderness areas” to be preserved for future use and enjoyment.

The Comprehensive Environmental Response, Compensation and Liability Act (CERCLA).    CERCLA imposes clean-up and reclamation responsibilities with respect to discharges into the environment, and establishes significant criminal and civil penalties against those persons who are primarily responsible for such discharges.

The Resource Conservation and Recovery Act (RCRA).    RCRA was designed and implemented to regulate the disposal of solid and hazardous wastes. It restricts solid waste disposal practices and the management, reuse or recovery of solid wastes and imposes substantial additional requirements on the subcategory of solid wastes that are determined to be hazardous. Like the Clean Water Act, RCRA provides for citizens’ suits to enforce the provisions of the law.

National Historic Preservation Act.    The National Historic Preservation Act was designed and implemented to protect historic and cultural properties. Compliance with the Act is necessary where federal properties or federal actions are undertaken, such as mineral exploration on federal land, which may impact historic or traditional cultural properties, including native or Indian cultural sites.

In the fiscal year ended August 31, 2025, RTMD incurred minimal costs in complying with environmental laws and regulations in relation to its operating activities.

Employees

Including our executive officers, we currently have two full-time employees. We also utilize the services of qualified consultants with geological and mineralogical expertise as well as an individual for accounting services.

Investment Company Act Exclusion

Section 3(c)(9) of the Investment Company Act of 1940, as amended (“1940 Act”), provides that a company “substantially all of whose business consists of owning or holding oil, gas, or other mineral royalties or leases, or fractional interests therein, or certificates of interest or participation in or investment contracts relative to such royalties, leases, or fractional interests” is not an investment company within the meaning of the 1940 Act. The Company has determined that this exemption applies to it giving consideration to the following four factors:

•        Whether the exempted activity constitutes “substantially all” of the Company’s business.

The Company has owned mineral leases since 2011, substantially all of our business to date has been comprised of owning and developing the mineral leases and, after the May 2021 “farm-down” of its 100% interest in the mineral leases, substantially all of our business continues to be comprised of owning and holding a certificate of interest and a participation in the mineral leases owned by RTMD. The Company’s mineral assets historically, as well as the value of the certificate of interest at August 31, 2025, have been booked at cost in accordance with accounting principles generally accepted in the United States of America (“GAAP”). We have an accumulated deficit of approximately $45.1 million at August 31, 2025 as a result of owning and developing the Round Top Project.

•        Whether the Company owns or trades in the mineral leases.

The Company has owned the mineral leases, which are now owned by RTMD, since 2011 and neither the Company nor RTMD is in the business of dealing or trading in the mineral leases.

•        What qualifies as an eligible asset for purposes of the exception.

The statute specifically references mineral leases and our mineral leases were owned by the Company and are now owned by RTMD. In accordance with Regulation S-K Item 1300 that governs disclosure by registrants engaged in mining operations, the definition of mineral resource is “a concentration or occurrence of material of economic interest in or on the Earth’s crust.” Our rare earth elements and minerals underlying the mineral leases meet that definition, as well as does coal, silver, gold and other material mined for economic value by registrants involved in mining operations. The SEC staff has recognized that an excepted entity can also engage in related business activities such as exploring, developing, and operating the eligible assets.

•        What qualifies as a “certificate of interest or participation in” or an “investment contract relative to” the eligible assets.

The statute allows a company to own a “certificate of interest” or “participation in” the mineral leases. The SEC staff has advised that limited partnership interests and/or similar securities issued by entities that themselves own the leases constitute “certificate of interest or participation in or investment contracts” related to such leases. The Company’s 18.7% membership interest (as of December 31, 2025) in RTMD constitutes a “certificate of interest” and a “participation in” the mineral leases that are owned by RTMD.

The Company intends to continue to conduct its business operations in order to continue to be excluded from the definition of an “investment company” under the 1940 Act.

Properties of TMRC

Executive and Field Offices

Our headquarters are located at 527 21st Street, #44, Galveston, Texas 77550. Our accounting functions are conducted by personnel in Galveston, Texas and Castle Rock, Colorado, all under the supervision of our chief financial officer.

Overview of the Round Top Project

The Round Top Project is considered an ‘exploration stage property’ under Item 1300 of Regulation S-K, in that the Round Top Project is a property that has no mineral reserves disclosed. Mineral resources that are not mineral reserves have no demonstrated economic viability. The Round Top Project is currently owned by RTMD in which we had an 18.7% membership interest as of December 31, 2025.

Description and Access of RTMD

The Round Top Project is located in Hudspeth County approximately eight miles northwest of the town of Sierra Blanca. The property is reached by truck on a private dirt road that turns north off Interstate 10 access road approximately one mile west of the town of Sierra Blanca. A railroad line is located near the Round Top Project and a spur line stops at a stone quarry within three miles of the Round Top Project.

Round Top Location Map

September 2011 Lease

In September 2011, the Company entered into a new mining lease with the GLO covering Sections 7 and 18 of Township 7, Block 71 and Section 12 of Block 72, covering approximately 860 acres at Round Top Mountain in Hudspeth County, Texas. The mining lease issued by the GLO provided for the right to explore, produce, develop, mine, extract, mill, remove, and market uranium, rare earth elements, all other base and precious metals, industrial minerals and construction materials and all other minerals excluding oil, gas, coal, lignite, sulfur, salt, and potash. The term of the lease is nineteen years from the execution date of the lease so long as minerals are produced in paying quantities. This lease was assigned to Round Top in May 2021.

Under the lease, RTMD is obligated to pay the State of Texas a lease bonus of $142,518; $44,718 of which the Company previously paid upon the execution of the lease, and $97,800 which will be due and payable by RTMD upon the submission of a supplemental plan of operations to conduct mining. Upon the sale of minerals removed from the Round Top Project, RTMD will be required to pay the State of Texas a $500,000 minimum advance royalty.

Thereafter, RTMD will be required to pay the State of Texas a production royalty equal to 8% of the market value of uranium and other fissionable minerals and 6.25% percent of the market value of all other leased minerals.

If paying quantities have not been obtained, RTMD may pay additional delay rental fees to extend the term of the lease for successive one year periods pursuant to the following schedule:

In August 2025, RTMD paid the State of Texas a delay rental to extend the term of the lease in an amount equal to $178,873.

November 2011 Lease

In November 2011, the Company entered into a mining lease with the State of Texas covering approximately 90 acres contiguous with and extending the September 2011 Lease. Under the lease, the Company paid the State of Texas a lease bonus of $20,700 which was paid upon the execution of the lease. Upon the sale of minerals removed from the Round Top Project, RTMD will be required to pay the State of Texas a $500,000 minimum advance royalty. Thereafter, RTMD will be required to pay the State of Texas a production royalty equal to 8% of the market value of uranium and other fissionable minerals and 6.25% percent of the market value of all other leased minerals. The term of the lease is nineteen years from the execution date of the lease so long as minerals are produced in paying quantities. This lease was assigned to RTMD in May 2021.

If paying quantities have not been obtained, RTMD may pay additional delay rental fees to extend the term of the lease for successive one year periods pursuant to the following schedule:

In August 2025, RTMD paid the State of Texas a delay rental to extend the term of the lease in an amount equal to $18,000.

March 2013 Lease

On March 6, 2013, the Company purchased the surface lease at the Round Top Project, known as the West Lease, from the Southwest Wildlife and Range Foundation (since renamed the Rio Grande Foundation) for $500,000 cash and 1,063,830 TMRC Shares valued at $500,000. The Company also agreed to support the Foundation through an annual payment of $45,000 for ten years to support conservation efforts within the Rio Grande Basin. The West Lease comprises approximately 54,990 acres. The purchase of the surface lease provides unrestricted surface access for the potential development and mining of the Round Top Project. The West Lease was assigned to RTMD in May 2021.

October 2014 Surface Option and Water Lease

In October 2014, the Company executed agreements with the GLO securing the option to purchase the surface rights covering the potential Round Top Project mine and plant areas and, separately, a groundwater lease. The option to purchase the surface rights covers approximately 5,670 acres of which 950 acres are authorized for mining and the remaining 4,720 acres are contemplated for future use as mine processing land (e.g., for use to assist in mine development, as leach fields, and/or as plant site). RTMD may exercise the option for all or part of the option acreage at any time during the sixteen year primary term of the mineral lease. The option can be kept current by an annual payment of $10,000. The purchase price will be the appraised value of the surface at the time of exercising the option.

The ground water lease secures the right to develop the ground water within an 8,828 acre lease area located approximately 4 miles from the Round Top deposit. This lease has an annual minimum production payment of $5,000 prior to production of water for the operation. After initiation of production, RTMD will pay $0.95 per thousand gallons or $20,000 annually, whichever is greater. This lease remains effective as long as the mineral lease is in effect.

This option and groundwater lease were assigned to RTMD in May 2021.

March 2021 Purchased the South ½ of Section 45, Block 71, Township 6, T&P RR Survey

This ½ section comprising 320 acres more or less is owned by RTMD. This tract is contiguous with the Surface Option area and was assigned to RTMD in May 2021.

May 2021 Easements

On May 7, 2021, the Company purchased a road, water line and power line easement extending slightly over a mile from the western boundary of the Water lease to the southeastern corner of the Section 45 tract. This easement completes the arrangements for the main access road from State Highway 111, across the Water Lease and into the Surface Option area, and was assigned to RTMD in May 2021.

Geology of Round Top

The Round Top Project area lies within the Texas Lineament Zone and Trans-Pecos Trend. The lineament is a northwest trending structural zone where Laramide thrust faulting followed by basin and range normal faulting were active. Tertiary igneous activity is also associated with the lineament zone, both intrusive and extrusive.

Locally the project area is characterized by five Tertiary rhyolite bodies that intruded Cretaceous sedimentary rocks. The rhyolites occur as laccoliths, mushroom-shaped bodies emplaced at relatively shallow depths. At the current erosional levels, laccoliths form resistant peaks with relief up to 2,000 feet. The rhyolites are enriched with various minerals which may or may not be economical to recover. The rare earth elements are located within the intrusive rhyolite body.

Sedimentary rocks exposed in the area are middle to upper Cretaceous limestone shales and sandstones. The limestone, where it is in contact with the microgranites, is the host for fluorspar mineralization.

Initial exploration took place in the mid-1980’s. During the course of this exploration, approximately 200 drill holes were drilled, targeting potential beryllium mineralization which penetrated varying thicknesses of the rhyolite volcanic rock that makes up the mass of Round Top Mountain.

The Texas Bureau of Economic Geology, working with the project geologists, conducted an investigation of the rhyolite to better understand its rare metal content. The study identified beryllium mineralization and rare earth mineralization in the rhyolite. They analyzed a series of samples from outcrop and drill holes and studied the geochemistry and mineralogy of the rhyolite. The results of their research were published in the GSA, Geological Society of America, Special Paper 246, 1990.

Carlisle Mine

In December 2024, Dan Gorski, our chief executive officer and a director, assigned all of his ownership interest in the Carlisle mine and related real estate to a wholly-owned subsidiary of the Company in consideration for a $75,000 promissory note, without interest, due and payable by the Company in December 2025, secured by the property conveyed. Mr. Gorski acquired this property for $75,000 in 2022. The Carlisle mine and related real estate consist of the following:

•        Carlisle Millsite, patent No. 280, described as Section 12, township 17S, range 21W, comprising 5.00 acres, more or less;

•        Homestead Lode, patent No. 283, described as Section 12, township 17S, range 21W, comprising 17.91 acres, more or less;

•        Columbia Lode, patent No. 284, Described as Section 12, township 17S, range 21W, comprising 19.46 acres, more or less; and

•        Carlisle Lode, patent No. 279, described as Section 01, township 17S, range 21W, comprising 20.660 acres, more or less.

TMRC’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

As used in this section, references to “Texas Mineral”, “the Company,” “we,” “our,” “us” or “TMRC” mean Texas Mineral Resources Corp. and its predecessors, as the context requires.

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing elsewhere in this proxy statement/prospectus. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth under “Risk Factors” and elsewhere in this proxy statement/prospectus.

Overview

We are engaged in the business of owning, acquiring, exploring and developing mineral properties. We own an approximately 18.7% membership interest (as of December 31, 2025) in RTMD, which entity holds two mineral property leases with the GLO to explore and develop a 950-acre rare earths project located in Hudspeth County, Texas, known as the Round Top Project. The leases expire in 2030 with provisions for automatic renewal if RTMD is producing in paying quantities (the receipt from the sale of materials exceeds all costs and expenses associated therewith for the prior 12 months). The business strategy of RTMD is to develop a metallurgical process to concentrate or otherwise extract the metals from the Round Top Project’s rhyolite, conduct additional engineering, design, geotechnical work, and permitting necessary for a bankable feasibility study and then to extract mineral resources from the Round Top Project. There can be no assurance that RTMD will be successful in this endeavor. The Round Top Project has not established as of the date hereof that any of the properties contain any probable mineral reserves or proven mineral reserves under Item 1300 of Regulation S-K nor can there be any assurance that this will occur.

Rare earth elements are a group of chemically similar elements that usually are found together in nature — they are referred to as the “lanthanide series.” These individual elements have a variety of characteristics that are critical in a wide range of technologies, products, and applications and are critical inputs in existing and emerging applications. Without these elements, multiple high-tech technologies would not be possible. These technologies include:

•        cell phones;

•        computer and television screens;

•        battery operated vehicles;

•        clean energy technologies, such as hybrid and electric vehicles and wind power turbines;

•        fiber optics, lasers and hard disk drives;

•        numerous defense applications, such as guidance and control systems and global positioning systems; and

•        advanced water treatment technology for use in industrial, military and outdoor recreation applications.

Because of these applications, global demand for REE is projected to increase due to continuing growth in existing applications and increased innovation and development of new end uses. Interest in developing resources domestically has become a strategic necessity as there is limited production of these elements outside of China. Our ability to raise additional funds to continue to fund our participation interest in the Round Top Project may be impacted by future prices for REEs.

Operations Update

USAR OpCo, the operating manager of the Round Top Project, continues to progress the Round Top Project toward operations. To date, USAR OpCo has successfully separated all heavy rare-earth elements from light rare-earth elements and is now beginning our work on individual separations including dysprosium and terbium, as well as critical minerals, such as hafnium and zirconium, from the Round Top Project ore.

History of the Round Top Project

In May 2021, we contributed our assets in the Round Top Project to RTMD in exchange for our original 20% membership interest in RTMD. Between September 1, 2024 through August 31, 2025, we elected not to contribute an aggregate of $631,042 to fund our cash calls, and our membership interest in RTMD was diluted from 20% to 18.779%. Our membership interest in RTMD was approximately [18.715]% as of the date of this proxy statement/prospectus.

As a part of our ongoing operations, we will occasionally investigate new mining opportunities. We may also incur expenses associated with our investigations. These costs are expensed as incurred until such time when we have agreements in place to purchase such mining rights.

Investment Company Act Exclusion

Section 3(c)(9) of the 1940 Act provides that a company “substantially all of whose business consists of owning or holding oil, gas, or other mineral royalties or leases, or fractional interests therein, or certificates of interest or participation in or investment contracts relative to such royalties, leases, or fractional interests” is not an investment company within the meaning of the 1940 Act. The Company has determined that this exemption applies to it giving consideration to the following four factors:

•        the exempted activity (ownership of our certificate of interest in the underlying mineral leases) constitutes “substantially all” of our business;

•        we own, and do not trade, in the certificate of interest in the mineral leases or the underlying mineral leases;

•        mineral leases qualify as an eligible asset for purposes of the exception; and

•        a membership interest in a limited liability company constitutes a “certificate of interest or participation in” or an “investment contract relative to” the eligible assets.

The Company intends to continue to conduct its business operations in order to continue to be excluded from the definition of an “investment company” under the 1940 Act.

Our financial statements have been prepared assuming that the Company will continue as a going concern.

Our financial statements have been prepared assuming that the Company will continue as a going concern. The Company has an accumulated deficit from inception through February 28, 2026, of approximately $46,157,000 and has yet to achieve profitable operations, and projects further losses in the development of its business. At February 28, 2026, the Company had a working capital surplus of approximately $3,738,000; however the Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due. The Company doesn’t expect to generate revenue from operations in the near future.

The Company does not have sufficient capital to fund its portion of the Round Top cash calls expected during the fiscal year ending August 31, 2026 or thereafter. The Company has sufficient cash to fund expected general and administrative expenses and related costs (including costs related to the Merger Agreement and Transaction) through August 31, 2026. During the six months ended February 28, 2026, we did not fund our $1,260,311 portion of the $6,748,702 total cash call by Round Top, and elected to incur dilution to our Round Top membership interest which was reduced to 18.505% at February 28, 2026. Subsequent to February 28, 2026, pursuant to the March 2026 cash call of $1,834,579 (our portion of the cash call was $339,104), we did not fund our portion, and we elected to incur dilution to our Round Top membership interest which was reduced to 18.422% at March 31, 2026. We have been informed by Round Top that the total remaining estimated budget for the 2026 calendar year is approximately $10,520,000, to be funded pro-rata by the Company and USAR. The failure of the Company to make required cash calls to Round Top during the remainder of the 2026 calendar year will result in further dilution to our current 18.422% ownership interest. We currently expect to incur continued dilution to our membership interest in Round Top rather than to fund our cash call obligations during the remainder of the 2026 calendar year. There can be no assurance that the Company will be able to raise the necessary capital to fund its cash calls (if it determines not to continue to incur dilution). We have no firm commitments for equity or debt financing and any financing that may be obtained will be on a best efforts basis. Based on these factors, there is substantial doubt as to the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of these financial statements. The failure to obtain sufficient financing may cause us to curtail, cease or discontinue operations.

Liquidity and Capital Resources

Recent Convertible Debt Financing

In February 2025, pursuant to the closing of the $1,098,000 of debt financing, the Company issued unsecured promissory notes in the principal amount of $1,098,000 and, as additional consideration for effecting the loans, the Company issued warrants to purchase an aggregate of up to 10,980,000 shares of common stock.

On August 9, 2025, the notes in an aggregate principal amount of $1,098,000 were converted by the holders into an aggregate of 3,660,000 shares of common stock pursuant to the terms of the fixed conversion rate in the notes. As a result of the conversion of the notes in the aggregate principal amount of $1,098,000 into an aggregate of 3,660,000 shares of common stock, these notes were extinguished in full.

During the six months ended February 28, 2026, (i) holders exercised warrants to purchase 2,100,000 shares of the Company’s common stock at an exercise price of $0.30 per share (resulting in the Company receiving aggregate cash consideration of $630,000) and (ii) holders of warrants to purchase 8,880,000 shares of common stock exercised these warrants on a cashless, net issuance exercise basis and were issued 6,187,472 shares of common stock. No warrants issued in connection with the February 2025 transaction remain outstanding.

Transfer of USAR Common Stock by Mr. Gorski to the Company and Subsequent Sale by the Company of the USAR Common Stock

On January 12, 2026, Mr. Gorski (chief executive officer and director of the Company) assigned to the Company 157,686 shares of USAR common stock that were previously issued by USAR to Mr. Gorski, originally as an award of incentive units granted by USAR to Mr. Gorski in May 2020 and subsequently such award of incentive units automatically converted into USAR common stock in connection with the closing of the USAR business combination in March 2025 (“Business Combination”), for his personal services rendered with respect to advancing the Round Top project. These shares of USAR common stock, when issued to Mr. Gorski as an award of incentive units in May 2020, had nominal value. As the result of USAR completing its Business Combination, its shares of common stock commenced trading on The Nasdaq Stock Market LLC and, as such, the market value of the USAR shares transferred to the Company by Mr. Gorski, based on the closing price on the date the shares were actually received by the Company, was approximately $3,480,000 and was recorded as additional paid-in capital. At February 28, 2026, the shares were marked to market and had a value of approximately $2,980,000 with an unrealized loss of approximately $500,000 recognized as an other (expense) in the consolidated statements of operations. On March 10, 2026, the Company sold these 157,686 shares of USAR common stock for total net proceeds of $2,999,000.

Liquidity

At February 28, 2026, our accumulated deficit was approximately $46,157,000 and our cash position was approximately $790,000. We had a working capital surplus of approximately $3,738,000. Round Top has not commenced commercial production on the Round Top Project. We have no revenues from operations and anticipate we will have no operating revenues until production from the Round Top Project, if any, of which there can be no assurance. This property is in the exploration stage.

During the six months ending February 28, 2026, we did not fund our cash call obligations pursuant to the Operating Agreement. In lieu of funding our $1,260,311 portion of the $6,748,702 total cash call by Round Top during the six months ended February 28, 2026, we incurred dilution in our membership interest, reducing our membership interest from 18.779% at August 31, 2025 to 18.505% at February 28, 2026. In March 2026, in lieu of funding our $339,104 portion of the April 2026 $1,834,579 total cash call by Round Top, we incurred dilution in our membership interest, reducing our membership interest from 18.505% to 18.422% at March 31, 2026. We have been informed by Round Top that the total remaining estimated budget for the 2026 calendar year is approximately $10,520,000, to be funded pro-rata by the Company and USAR. The Company likely will decide to incur dilution to its then current membership interest in lieu of funding in cash its Round Top budget obligations during the 2026 calendar year, as it currently does not have sufficient capital to fund any cash calls; consequently our ownership interest in the Round Top Project will likely be further diluted during the 2026 calendar year. We will be required to raise additional capital to fund future cash calls from Round Top (unless we elect in lieu of making cash contributions to continue diluting our membership interest percentage, which dilution could be significant, and there can be no assurance that we will be able

to raise the necessary capital to fund future Round Top cash calls. We estimate that our current cash position is only sufficient to fund estimated general and administrative expenses (including costs related to the Merger Agreement and Transaction) through August 2026.

While we do not have sufficient cash on hand to fund any portion of the Round Top budget during our current fiscal year and through the end of the 2026 calendar year, we do estimate that we have sufficient capital to fund our estimated general and administrative expenses (including costs related to the Merger Agreement and Transaction) through August 31, 2026. Therefore, we will need to raise additional capital to fund our portion of the Round Top budget if we elect not to dilute our Round Top membership interest. If we elect to dilute our Round Top membership interest (through choice or as a result of the failure to raise capital), such event will result in the dilution to our Round Top membership interest. If we are not able to raise capital to fund our estimated general and administrative expenses past our current fiscal year, we will likely need to curtail operations. The most likely source of future financing presently available to us is through the sale of our securities. Any sale of our shares of common stock will result in dilution of equity ownership to existing stockholders. This means that if we sell shares of common stock, more shares will be outstanding and each existing stockholder will own a smaller percentage of the shares then outstanding. Moreover, the actual or perceived sale of additional shares of our common stock to raise capital could depress the price of our common stock which could adversely impact our ability to raise capital, result in more dilution to be incurred by existing stockholders, and also negatively impact the dilution calculation with respect to our Round Top membership interest. Alternatively, we may rely on debt financing and assume debt obligations that require us to make substantial interest and capital payments. Also, we may issue or grant warrants or options in the future pursuant to which additional shares of common stock may be issued. Exercise of such warrants or options will result in dilution of equity ownership to our existing stockholders. We have no firm commitment with respect to obtaining debt or equity financing and, accordingly, we will be reliant upon a best efforts financing strategy. Accordingly, there is no assurance that we will be able to raise necessary capital, if any, to (i) fund our portion of the Round Top budget during the fiscal year ending August 31, 2026 and through the end of the 2026 calendar year (in the event we decide not to incur dilution to our membership interest) and (ii) fund general and administrative expenses past our current fiscal year, the failure of which would likely cause us to curtail, discontinue or cease our operations.

Results of Operations

Fiscal Years ended August 31, 2025 and 2024

Revenue

During the fiscal year ended August 31, 2025 and 2024, we had no revenues. For the fiscal year ended August 31, 2025, our net loss was approximately $1,933,000. We are not currently profitable. As a result of ongoing operating losses, we had an accumulated deficit of approximately $45,110,000 as of August 31, 2025.

Operating expenses and resulting losses from operations.

We incurred exploration costs for the fiscal years ended August 31, 2025 and 2024, in the amount of approximately $337,000 and $76,000, respectively. Expenditures during fiscal year 2025 and 2024 were primarily used to fund project contractors for our potential New Mexico mining exploration. Currently most of the expenditures associated with the USAR OpCo joint venture are funded by our joint venture partner, USAR OpCo.

Our general and administrative expenses for the fiscal year ended August 31, 2025 were approximately $872,000 of which approximately $261,000 were stock compensation for services. The remaining expenditures were primarily for payroll, professional fees and other general and administrative expenses necessary for our operations.

Our general and administrative expenses for the fiscal year ended August 31, 2024 were approximately $877,000 of which approximately $245,000 were stock compensation for services. The remaining expenditures were primarily for payroll, professional fees and other general and administrative expenses necessary for our operations.

We had losses from operations for the fiscal years ended August 31, 2025 and 2024 totaling approximately $1,209,000 and $954,000, respectively. We had a net loss for the fiscal year ended August 31, 2025 and 2024 totaling approximately $1,933,000 and $833,000, respectively. We earned interest from our cash balances of approximately $21,000 and $36,000 for the years ended August 31, 2025 and 2024, respectively. Other income in fiscal 2024 also

included $85,000 as a reimbursement for expenses incurred in a prior fiscal year. Interest expense in fiscal 2025 included approximately $746,000 to accrete debt discount to interest expense associated with the value assigned to the detachable warrants.

Six months ended February 28, 2026 and February 28, 2025

General and Revenue

We had no operating revenues during the six months ended February 28, 2026 and February 29, 2025. We are not currently profitable. As a result of ongoing operating losses, we had an accumulated deficit of approximately $46,157,000 as of February 28, 2026.

Operating expenses, other income (expenses) and resulting losses from Operations.

We incurred exploration costs for the six months ended February 28, 2026 and February 28, 2025, in the amount of approximately $20,000 and $26,000, respectively. The expenditures for the six months ended February 28, 2026 and February 28, 2025 were primarily for exploration costs for the Black Hawk project in New Mexico. During the six months ended February 28, 2026 and February 28, 2025, any exploration expenditures for mining activities at Round Top were funded by RTMD. We account for our interest in RTMD under the proportional consolidation method. Under the proportional consolidation method, we record our share of expenses of RTMD within the income statement in the same line items that we would if we were to consolidate our financial statements with RTMD.

Our general and administrative expenses for the six months ended February 28, 2026 and February 28, 2025, respectively, were approximately $543,000 and $411,000. For the six months ended February 28, 2026 and February 28, 2025, this amount included approximately $168,000 and $104,000, respectively, in stock-based compensation to directors and Common Stock. The remaining expenditures were primarily for payroll and related taxes and benefits, professional fees and other general and administrative expenses necessary for our operations.

For the six months ended February 28, 2026 and February 28, 2025, we earned approximately $15,000 and $6,000, respectively, in interest income from depository accounts. Other expense for the six months ended February 28, 2026 includes approximately $500,000 as a change in value of our USAR common stock.

For the six months ended February 28, 2025, we recognized approximately $39,000 in interest expense related to accretion of debt discount recognized on our convertible notes.

We had losses from operations for the six months ended February 28, 2026 and February 28, 2025 totaling approximately $562,000 and $437,000, respectively.

We had net losses for the six months ended February 28, 2026 and February 28, 2025 totaling approximately $1,047,000 and $471,000, respectively.

Three months ended February 28, 2026 and 2025

General and Revenue

We had no operating revenues during the three months ended February 28, 2026 and February 28, 2025. We are not currently profitable. As a result of ongoing operating losses, we had an accumulated deficit of approximately $46,157,000 as of February 28, 2026.

Operating expenses, other income (expenses) and resulting losses from Operations.

We incurred exploration costs for the three months ended February 28, 2026 and February 28, 2025 in the amount of approximately $15,000 and $4,000, respectively. The expenditures for the three months ended February 28, 2026 and February 28, 2025 were primarily for exploration costs for the Black Hawk project in New Mexico. During the three months ended February 28, 2026 and February 28, 2025, any exploration expenditures for mining activities at Round Top were funded by RTMD. We account for our interest in RTMD under the proportional consolidation method. Under the proportional consolidation method, we record our share of expenses of RTMD within the income statement in the same line items that we would if we were to consolidate our financial statements with RTMD.

Our general and administrative expenses for the three months ended February 28, 2026 and February 28, 2025 were approximately $296,000 and $200,000, respectively. For the three months ended February 28, 2026 and February 28, 2025, this amount included approximately $81,000 and $51,000, respectively, in stock-based compensation to directors. The remaining expenditures were primarily for payroll and related taxes and benefits, professional fees and other general and administrative expenses necessary for our operations.

For the three months ended February 28, 2026 and February 28, 2025, we earned approximately $9,000 and $2,000, respectively, in interest income from depository accounts. Other expense for the three months ended February 28, 2026 includes approximately $500,000 as a change in value of our USAR common stock.

For the three months ended February 28, 2025, we recognized approximately $39,000 in interest expense related to accretion of debt discount recognized on our convertible notes.

We had losses from operations for the three months ended February 28, 2026 and February 28, 2025 totaling approximately $311,000 and $204,000, respectively.

We had net losses for the three months ended February 28, 2026 and February 28, 2025 totaling approximately $801,000 and $242,000, respectively.

Off-Balance Sheet Arrangements

None

Recently Issued Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position, or cash flow.

Critical Accounting Estimates

Management’s discussion and analysis of financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. GAAP. Preparation of financial statements requires management to make assumptions, estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and the related disclosures of contingencies. Management bases its estimates on various assumptions and historical experience, which are believed to be reasonable; however, due to the inherent nature of estimates, actual results may differ significantly due to changed conditions or assumptions. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are fairly presented in accordance with U.S. GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS OF USAR

The following table sets forth information regarding the beneficial ownership of the USAR Shares and USAR Series A Preferred Stock as of May 11, 2026 for:

•        each person who was named as USAR’s executive officer or director, and all of USAR’s executive officers and directors as a group; and

•        each person who is a beneficial owner of more than 5% of a class of USAR’s equity securities.

The information below is based on an aggregate of 223,035,366 USAR Shares, and 1,224,351 shares of USAR Series A Preferred Stock issued and outstanding as of May 11, 2026. Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she, or it possesses sole or shared voting or investment power over that security, including preferred stock and warrants that are convertible or currently exercisable or convertible or exercisable within 60 days. In the table below, shares issuable upon the conversion of shares of USAR Series A Preferred Stock and the exercise of USAR Preferred Investor Warrants that are currently exercisable or exercisable within 60 days are considered outstanding and beneficially owned by the person holding such USAR Series A Preferred Stock and/or USAR Preferred Investor Warrants for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. USAR Shares issuable upon conversion of USAR Series A Preferred Stock take into account accrued and unpaid payment-in-kind dividends as of May 11, 2026 and the current conversion price of $7.00. USAR Shares issuable upon exercise of USAR Preferred Investor Warrants are based on the current exercise price of $7.00.

____________

*        Less than one percent

(1)      Unless otherwise noted, the business address of each person is 100 W Airport Road, Stillwater, Oklahoma 74075, c/o USAR.

(2)     Consists of (i) 411,018 shares of USAR Series A Preferred Stock held by the Michael Blitzer 2012 Revocable Living Trust, (ii) 807,222 USAR Shares issuable upon conversion of 411,018 shares of USAR Series A Preferred Stock held by the Michael Blitzer 2012 Revocable Living Trust, (iii) 3,125,000 USAR Shares held by Inflection Point Holdings II LLC, (iv) 847,500 USAR Shares held by the Michael Blitzer 2012 Revocable Living Trust, and (v) 30,483 restricted stock units under the USA Rare Earth, Inc. 2024 Omnibus Incentive Plan (“RSUs”) that will vest on May 20, 2026. Mr. Blitzer is the grantor and trustee of the Michael Blitzer 2012 Revocable Living Trust and holds voting and investment discretion with respect to the securities held of record by the Michael Blitzer 2012 Revocable Living Trust. Mr. Blitzer disclaims any

beneficial ownership of the securities held by the Michael Blitzer 2012 Revocable Living Trust, other than to the extent of any pecuniary interest he may have therein. Mr. Blitzer is the sole managing member of Inflection Point Holdings II LLC and holds voting and investment discretion with respect to the securities held of record by Inflection Point Holdings II LLC. Mr. Blitzer disclaims any beneficial ownership of the securities held by Inflection Point Holdings II LLC, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

(3)      Consists of 52,500 USAR Shares owned by the Thomas Caulfield Revocable Trust and 2,548 RSUs that will vest on June 3, 2026.

(4)      Consists of 14,610,644 USAR Shares held of record by The Critical Minerals Trust, of which Mordechai Gutnick is the trustee and 30,483 RSUs that will vest on May 20, 2026. Mr. Gutnick is the sole beneficial owner of such shares.

(5)      Consists of 179,035 USAR Shares owned and 30,483 RSUs that will vest on May 20, 2026.

(6)      Consists of 84,854 USAR Shares owned and 45,497 RSUs that will vest on May 20, 2026.

(7)      Consists of 30,483 RSUs that will vest on May 20, 2026.

(8)      Consists of 30,483 RSUs that will vest on May 20, 2026.

(9)      Consists of 1,300 USAR Shares owned and 30,483 RSUs that will vest on May 20, 2026.

(10)    Consists of 75,827 RSUs that will vest on May 20, 2026.

(11)    Alyeska Investment Group, L.P., the investment manager of Alyeska Master Fund, L.P. (“Alyeska”), has voting and investment control of the shares held by Alyeska. Anand Parekh is the Chief Executive Officer of Alyeska Investment Group, L.P. and may be deemed to be the beneficial owner of such shares. Mr. Parekh, however, disclaims any beneficial ownership of the shares held by Alyeska. The registered address of Alyeska Master Fund, L.P. is at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, South Church Street George Town, Grand Cayman, KY1-1104, Cayman Islands. Alyeska Investment Group, L.P. is located at 77 W. Wacker, Suite 700, Chicago IL 60601.

(12)    Based on information supplied by BlackRock, Inc. (“BlackRock”) in a Schedule 13G filed with the SEC on April 27, 2026. According to the Schedule 13G, BlackRock has sole power to dispose or to direct the disposition of 12,850,199 USAR Shares and BlackRock has sole power to vote or direct the vote of 12,625,734 USAR Shares as of March 31, 2026. The address for Blackrock is 50 Hudson Yards, New York, NY 10001.

(13)    Based on information supplied by State Street Corporation (“State Street”) in a Schedule 13G filed with the SEC on May 12, 2026, State Street shares power to dispose or to direct the disposition of, and to vote or direct the vote of, 12,065,804 USAR Shares. The principal business office address of State Street is One Congress Street, Suite 1, Boston, MA 02114.

(14)    Consists of (i) 343,137 shares of USAR Series A Preferred Stock held by Inflection Point Fund I, LP (“Inflection Point Fund”), (ii) 673,907 USAR Shares issuable upon conversion of 343,137 shares of USAR Series A Preferred Stock held by Inflection Point Fund, and (iii) 562,500 USAR Shares held by Inflection Point Fund. Inflection Point Asset Management LLC and Inflection Point GP I LLC are the investment manager and general partner, respectively, of Inflection Point Fund. Voting and dispositive power over securities beneficially owned by Inflection Point Fund are vested in an investment committee of three members, including Michael Blitzer, Chairman of the USAR Board, Kevin Shannon, an advisor to USAR’s Board, and a third individual who does not have, and has not had during the past three years, any relationship with USAR or any of its predecessors or affiliates. Under the so-called “rule of three,” if voting and dispositive decisions regarding an entity’s securities are made by two or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, none of the individuals is deemed a beneficial owner of the entity’s securities. The business address of Inflection Point Fund is 1680 Michigan Ave, Suite 700 #1016, Miami Beach, FL 33139.

(15)    Consists of (i) 367,000 shares of USAR Series A Preferred Stock held by Bowon M&P Co., Ltd. (“Bowon”), (ii) 720,772 USAR Shares issuable upon conversion of 367,000 shares of USAR Series A Preferred Stock held by Bowon, and (iii) 1,426,471 USAR Shares issuable upon exercise of a Preferred Investor Warrant held by Bowon. The address for Bowon is Nabul-Li 133, Samho-Eup, Youngam-Gun, Jeonnam, South Korea. USAR was informed by Bowon that the beneficial owner of the shares held of record by Bowon is Mr. Kwangshik Ma.

(16)    Consists of (i) 103,196 shares of USAR Series A Preferred Stock, (ii) 202,673 USAR Shares issuable upon conversion of 103,196 shares of USAR Series A Preferred Stock at the initial exercise price and excluding any accrued and unpaid payment-in-kind dividends and (iii) 200,336 USAR Shares issuable upon exercise of a Preferred Investor Warrant. Ayrton Capital LLC, the investment manager to Alto Opportunity Master Fund, SPC — Segregated Master Portfolio B, has discretionary authority to vote and dispose of the shares held by Alto Opportunity Master Fund, SPC — Segregated Master Portfolio B and may be deemed to be the beneficial owner of these shares. Waqas Khatri, as the managing member of Ayrton Capital LLC, the investment manager of Alto Opportunity Master Fund, SPC — Segregated Master Portfolio B, may be deemed to share beneficial ownership of the reported securities. Ayrton Capital LLC and Mr. Khatri each disclaim any beneficial ownership of these securities. The business address for Alto Opportunity Master Fund, Ayrton Capital LLC and Mr. Khatri is c/o Ayrton Capital, 55 Post Road West, 2nd Floor Westport, Connecticut 06880.

(17)    Consists of (i) 411,018 shares of USAR Series A Preferred Stock held by the Michael Blitzer 2012 Revocable Living Trust, (ii) 807,222 USAR Shares issuable upon conversion of 411,018 shares of USAR Series A Preferred Stock held by the Michael Blitzer 2012 Revocable Living Trust and (iii) 747,500 USAR Shares held by the Michael Blitzer 2012 Revocable Living Trust. Mr. Blitzer is the grantor and trustee of the Michael Blitzer 2012 Revocable Living Trust and holds voting and investment discretion with respect to the securities held of record by the Michael Blitzer 2012 Revocable Living Trust. Mr. Blitzer disclaims any beneficial ownership of the securities held by the Michael Blitzer 2012 Revocable Living Trust, other than to the extent of any pecuniary interest he may have therein.

COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

The USAR Shares are listed on the Nasdaq Stock Market LLC under the symbol “USAR,” and the TMRC Shares are quoted on OTCQB under the symbol “TMRC.” The following table sets forth the closing sale prices per USAR Share and TMRC Share on (i) March 4, 2026, the last full trading day prior to the public announcement of the execution of the Merger Agreement, and (ii) [•], 2026, the Record Date. The table also shows, for each date, the assumed exchange ratio and the implied value of the consideration per TMRC Share, in each case calculated for illustrative purposes only. The assumed exchange ratio for each date below reflects the quotient of 3,823,328 USAR Shares being issued as Merger Consideration divided by the aggregate number of TMRC Shares outstanding on a fully diluted basis on the given date. The quotations the TMRC Common Stock reflect inter-dealer prices without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

Dividends

Neither USAR nor TMRC has ever paid a cash dividend on its common stock. The Merger Agreement limits the ability of TMRC to declare or pay dividends prior to completion of the Mergers, without the consent of USAR.

The USAR Series A Preferred Stock accrues dividends daily at the rate of 12% per annum of the stated value (if paid in kind), plus the amount of previously accrued dividends paid in kind, or 10% per annum of the stated value (if paid in cash), plus the amount of previously accrued dividends. Such dividends compound semi-annually.

The declaration, amount, and payment of any future dividends on USAR Shares is at the sole discretion of USAR’s Board, and we may reduce or discontinue entirely the payment of such dividends at any time. USAR’s Board may take into account general and economic conditions, our financial condition and operating results, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries to us, and such other factors as USAR’s Board may deem relevant.

DESCRIPTION OF CAPITAL STOCK OF USAR

The following summary of the material terms of the capital stock of USAR is not intended to be a complete summary of the rights and preferences of such securities, and is qualified by reference to the USAR Charter, the Series A Preferred Stock Certificate of Designation, as amended, the USAR Bylaws, and the forms of USAR Preferred Investor Warrant, described herein, and certain provisions of Delaware law. We urge you to read each of those documents in their entirety for a complete description of the rights and preferences of our securities.

General

USAR’s Charter authorizes the issuance of 800,000,000 shares, consisting of:

•        750,000,000 USAR Shares, par value $0.0001 per share; and

•        50,000,000 shares of preferred stock, par value $0.0001 per share.

Except as otherwise required by the USAR Charter, including the Series A Preferred Stock Certificate of Designation, as amended, and any other certificates of designation that USAR may file in the future, the holders of USAR Shares shall vote together as a single class (or, if any holders of shares of preferred stock are entitled to vote together with the holders of USAR Shares, as the USAR Series A Preferred Stock is entitled to do, as a single class with such holders of preferred stock) on all matters submitted to a vote of our stockholders.

Common Stock

Voting rights.    Each holder of record of USAR Shares, as such, shall have one vote for each USAR Share that is outstanding and held of record or by proxy on all matters on which stockholders are entitled to vote generally. The holders of USAR Shares do not have cumulative voting rights.

Dividend rights.    Subject to applicable law and the rights, if any, of the holders of any outstanding series of preferred stock or any other class or series of stock, in each case having a preference over or the right to participate with the USAR Shares with respect to the payment of dividends and other distributions in cash, property or shares of USAR stock, dividends and other distributions may be declared and paid ratably on USAR Shares out of USAR’s assets that are legally available for this purpose at such times and in such amounts as the USAR Board, in its discretion, shall determine.

The payment of future dividends on the USAR Shares will depend on USAR’s financial condition, and is subject to the discretion of the USAR Board. There can be no guarantee that cash dividends will be declared. USAR’s ability to declare dividends may be limited by the terms and conditions of other financing and other agreements entered into by USAR or any of its subsidiaries from time to time.

Rights upon liquidation.    In the event of dissolution, liquidation or winding up of USAR, after payment or provision for payment of the debts and other liabilities of USAR and subject to the rights, if any, of the holders of any outstanding series of preferred stock or any class or series of stock having a preference over or the right to participate with the USAR Shares with respect to the distribution of assets of USAR upon such dissolution, liquidation or winding up of USAR, the holders of USAR Shares shall be entitled to receive the remaining assets of USAR available for distribution to its stockholders ratably in proportion to the number of shares held by them.

Other rights.    The holders of USAR Shares have no pre-emptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the USAR Shares. The rights, preferences and privileges of holders of the USAR Shares are, and will be, subject to those of the holders of any shares of preferred stock that USAR has issued and that USAR may issue in the future.

Preferred Stock

1,224,351 shares of preferred stock, all of which are designated as USAR Series A Preferred Stock, are issued or outstanding. The USAR Charter authorizes the USAR Board to establish one or more series of preferred stock. Unless required by law or any stock exchange, the authorized shares of preferred stock will be available for issuance without further action by the holders of USAR Shares. 15,000,000 shares of preferred stock were initially designated as USAR Series A Preferred Stock. Each share of USAR Series A Preferred Stock has a stated value of $12.00.

The USAR Board has the discretion to determine the powers, preferences and relative, participating, optional and other special rights, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of USAR without further action by the stockholders. Additionally, the issuance of preferred stock may adversely affect the holders of the USAR Shares by restricting dividends on the USAR Shares, diluting the voting power of the USAR Shares or subordinating the liquidation rights of the USAR Shares. As a result of these or other factors, the issuance of preferred stock could have an adverse impact on the market price of the USAR Shares.

The USAR Board adopted the Series A Preferred Stock Certificate of Designation creating the USAR Series A Preferred Stock.

Dividends:    The USAR Series A Preferred Stock accrues dividends daily at the rate of 12% per annum of the stated value (if paid in kind), plus the amount of previously accrued dividends paid in kind, or 10% per annum of the stated value (if paid in cash), plus the amount of previously accrued dividends. Such dividends compound semi-annually.

Liquidation Preference:    Upon any liquidation or deemed liquidation event, the holders of USAR Series A Preferred Stock will be entitled to receive out of the available proceeds, before any distribution is made to holders of USAR Shares or any other junior securities, an amount per share equal to the greater of (i) 100% of the Accrued Value (as defined in the Series A Preferred Stock Certificate of Designation) or (ii) such amount per share as would have been payable had all shares of USAR Series A Preferred Stock been converted into USAR Shares immediately prior to the liquidation event. Thereafter, the holders of USAR Series A Preferred Stock will be entitled to receive their pro-rata share, of the remaining available proceeds available for distribution to stockholders, on an as-converted to USAR Shares basis.

Voting:    The USAR Series A Preferred Stock will (i) vote together with the USAR Shares as a single class, except as required by law and (ii) as noted below under “Protective Provisions”. Each holder of USAR Series A Preferred Stock shall be entitled to cast the number of votes equal to the number of whole USAR Shares into which the shares of USAR Series A Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter.

Protective Provisions:    While at least 20% of the shares of USAR Series A Preferred Stock issued as of the closing of USAR’s business combination with Inflection Point Acquisition Corp. II on March 13, 2025 (the “Business Combination Closing”) were held by Inflection Point Asset Management LLC, and certain other holders of USAR Series A Preferred Stock and their respective affiliates, USAR was not permitted to, without the affirmative vote or action by written consent of holders of at least a majority of the issued and outstanding shares of USAR Series A Preferred Stock (the “Requisite Holders”), take certain enumerated actions. Because that ownership threshold is no longer met, the protective provisions no longer apply.

Conversion:    Each share of USAR Series A Preferred Stock is convertible into USAR Shares at any time at the option of the holder at a rate equal to the Accrued Value, divided by the then-applicable conversion price. The conversion price was initially $12.00, subject to adjustments for stock dividends, splits, combinations and similar events and customary anti-dilution adjustments, including with respect to future issuances or sales of USAR Shares at prices less than $10.00 per share, and is $7.00 per share as of the date of this prospectus.

Put Rights:    Unless prohibited by applicable law governing distributions to stockholders, the USAR Series A Preferred Stock shall be redeemable at the option of the Requisite Holders commencing any time after the 5th anniversary of the Business Combination Closing at a price equal to the Accrued Value.

Call Rights:    Unless prohibited by applicable law governing distributions to stockholders, the USAR Series A Preferred Stock shall be redeemable at the option of USAR commencing any time (A) prior to the 1st anniversary of the Business Combination Closing at a price equal to the 150% of the Accrued Value, (B) on or after the 1st anniversary but prior to the 2nd anniversary of the Business Combination Closing at a price equal to the 140% of the Accrued Value, (C) on or after the 2nd anniversary of the Business Combination Closing but prior to the 3rd anniversary of the Business Combination Closing at a price equal to the 130% of the Accrued Value, (D) on or after the 3rd anniversary of the Business Combination Closing but prior to the 4th anniversary of the Business Combination Closing at a price equal

to the 120% of the Accrued Value, (E) on or after the 4th anniversary of the Business Combination Closing but prior to the 5th anniversary of the Business Combination Closing at a price equal to the 110% of the Accrued Value, or (F) on or after the 5th anniversary of the Business Combination Closing at a price equal to the 100% of the Accrued Value.

Preferred Investor Warrants

USAR has issued the USAR Preferred Investor Warrants initially exercisable for up to 5,279,412 USAR Shares, subject to adjustment. As of May 11, 2026, the outstanding USAR Preferred Investor Warrants are exercisable for up to 2,436,518 USAR Shares, subject to adjustment, after giving effect to reductions in the exercise price and corresponding increases to the number of underlying USAR Shares and exercises of USAR Preferred Investor Warrants through May 11, 2026.

The USAR Preferred Investor Warrants were immediately exercisable upon issuance as of the Business Combination Closing and expire five years from the date of the Business Combination Closing at 5:00 p.m., New York City time (the “PIW Termination Date”). The USAR Preferred Investor Warrants include customary cash and cashless exercise provisions. Each USAR Preferred Investor Warrant was initially exercisable at $12.00 per USAR Share, subject to the same anti-dilution and other adjustments as the USAR Series A Preferred Stock. The current exercise price is $7.00 per share.

The USAR Preferred Investor Warrants do not include any redemption features. The USAR Preferred Investor Warrants may be exercised on a cashless basis if, at any time after the six-month anniversary of the Business Combination Closing, there is not an effective registration statement with respect to the USAR Shares issuable upon exercise of the USAR Preferred Investor Warrants. On the PIW Termination Date, the USAR Preferred Investor Warrants will be automatically exercised on a cashless basis. To exercise on a cashless basis, the holder of the USAR Preferred Investor Warrant would pay the exercise price by surrendering the USAR Preferred Investor Warrant (or part thereof) for that number of USAR Shares equal to the quotient obtained by dividing (x) the product of the number of USAR Shares underlying the USAR Preferred Investor Warrant, multiplied by the excess of the daily volume weighted average price of the USAR Shares on the date specified by the USAR Preferred Investor Warrant less the exercise price of such USAR Preferred Investor Warrant by (y) the daily volume weighted average price of the USAR Shares on the date specified by the USAR Preferred Investor Warrant.

The holders of USAR Preferred Investor Warrants will not have the rights or privileges of holders of USAR Shares or any voting rights in respect of the USAR Preferred Investor Warrants or underlying USAR Shares until they exercise their USAR Preferred Investor Warrants and receive USAR Shares. After the issuance of USAR Shares upon exercise of the USAR Preferred Investor Warrants, each holder will be entitled to one vote for each USAR Share held of record on all matters to be voted on by stockholders.

Anti-Takeover Effects of the USAR Charter, the USAR Bylaws and Certain Provisions of Delaware Law

The provisions of the USAR Charter, the USAR Bylaws and the DGCL summarized below may have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that you might consider in your best interest, including an attempt that might result in your receipt of a premium over the market price for your USAR Shares.

The USAR Certificate of Incorporation and the USAR Bylaws contain certain provisions that are intended to enhance the likelihood of continuity and stability in the composition of the USAR Board and that may have the effect of delaying, deferring or preventing a future takeover or change in control of us unless such takeover or change in control is approved by such board of directors.

These provisions include:

•        Authorized but Unissued Capital Stock.    The authorized but unissued shares of preferred stock will be available for future issuance without stockholder approval. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares of preferred stock could render more difficult or discourage an attempt to obtain control of a majority of USAR Shares by means of a proxy contest, tender offer, merger or otherwise.

•        No Cumulative Voting for Directors.    The DGCL provides that stockholders are not entitled to cumulate votes in the election of directors unless a corporation’s certificate of incorporation provides otherwise. The USAR Charter does not provide for cumulative voting. As a result, the holders of USAR Shares representing a majority of the voting power of all of the outstanding shares of our capital stock will be able to elect all of the directors then standing for election.

•        Quorum.    The USAR Bylaws provide that at all meetings of the USAR Board, a majority of the total number of directors that USAR would have if there were no vacancies on the USAR Board will constitute a quorum for the transaction of business.

•        Action by Written Consent.    Any action required or permitted to be taken by USAR’s stockholders must be effected at a duly called annual or special meeting of such holders and may not be effected by any consent in lieu of a meeting of stockholders by such holders; provided, however, that any action required or permitted to be taken by the holders of preferred stock, voting separately as a series or separately as a class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, to the extent expressly so provided by the applicable certificate(s) of designation relating to such series of preferred stock.

•        Special Meetings of Stockholders.    The USAR Charter provides that, except as otherwise required by law and subject to the rights of the holders of any series of preferred stock, special meetings of USAR stockholders for any purpose or purposes may be called at any time only by or at the direction of the Chair of the USAR Board or by a resolution adopted by the affirmative vote of a majority of the total number of directors that USAR would have if there were no vacancies on the USAR Board, but such special meetings may not be called by stockholders or any other person or persons.

•        Advance Notice Procedures.    The USAR Bylaws establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of the stockholders, and for stockholder nominations of persons for election to the USAR Board to be brought before an annual or special meeting of stockholders. Stockholders at an annual meeting will only be able to consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of the USAR Board or by a stockholder who was a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has given the secretary of USAR timely written notice, in proper form, of the stockholder’s intention to bring that business or nomination before the meeting. Although the USAR Bylaws do not give the USAR Board the power to approve or disapprove stockholder nominations of candidates or proposals regarding other business to be conducted at a special or annual meeting, as applicable, the USAR Bylaws may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of USAR.

Limitations on Liability and Indemnification of Officers and Directors

The DGCL authorizes corporations to limit or eliminate the personal liability of directors and officers to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties, subject to certain exceptions. The USAR Charter includes a provision that eliminates the personal liability of directors and officer for monetary damages for any breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL. The effect of these provisions is to eliminate the rights of the USAR Charter and its stockholders, through stockholders’ derivative suits on USAR’s behalf, to recover monetary damages from a director or officer for breach of fiduciary duty as a director or officer, including breaches resulting from grossly negligent behavior. However, exculpation does not apply to any director or officer or if such director or officer has acted in bad faith, knowingly or intentionally violated the law, authorized illegal dividends or redemptions or derived an improper benefit from his or her actions as a director.

The USAR Bylaws provide that we must indemnify and advance expenses to directors and officers to the fullest extent authorized by the DGCL. USAR is also expressly authorized to carry directors’ and officers’ liability insurance providing indemnification for directors, officers and certain employees for some liabilities. USAR believes that these indemnification and advancement provisions and insurance are useful to attract and retain qualified directors and executive officers.

The limitation of liability, indemnification and advancement provisions in the USAR Charter and the USAR Bylaws may discourage stockholders from bringing a lawsuit against directors and officers for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit USAR and its stockholders. In addition, your investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. USAR believes that these provisions, liability insurance and any indemnity agreements that may be entered into are necessary to attract and retain talented and experienced directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to USAR’s directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, USAR has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

[There is currently no pending material litigation or proceeding involving any of USAR directors, officers or employees for which indemnification is sought.]

Transfer Agent and Registrar

The Transfer Agent and registrar for the USAR Shares is Continental Stock Transfer & Trust Company.

Listing

The USAR Shares are listed on Nasdaq under the symbol “USAR.”

COMPARISON OF RIGHTS OF USAR STOCKHOLDERS AND TMRC STOCKHOLDERS

The rights of TMRC’s stockholders are currently governed by TMRC’s Certificate of Incorporation dated August 29, 2012 (including any amendment, the “TMRC Charter”) and TMRC’s Bylaws dated August 29, 2012 (the “TMRC Bylaws”). If the Mergers are completed, TMRC’s stockholders will become stockholders of USAR, and their rights will be governed by USAR’s certificate of incorporation (as amended, the “USAR Charter”) and the bylaws of USAR (as amended, the “USAR Bylaws”). The following table sets forth a comparison the TMRC stockholders’ rights under the TMRC Charter and TMRC Bylaws and USAR’s stockholder’s rights under USAR Charter and USAR Bylaws.

The following summary does not purport to be a complete summary of the TMRC Charter, TMRC Bylaws, USAR Charter, or USAR Bylaws. We urge you to read each of those documents in their entirety.

OTHER PROPOSED ACTION

The TMRC Board does not intend to bring any other matters before the special meeting, nor does it know of any matters that other persons intend to bring before the special meeting. If, however, other matters not mentioned in this proxy statement/prospectus properly come before the special meeting, the persons named in the accompanying form of proxy will vote thereon in accordance with the recommendation of the TMRC Board.

STOCKHOLDER PROPOSALS AND SUBMISSIONS

If the Mergers are completed as currently anticipated, TMRC does not expect to hold an annual meeting of stockholders in 2026. If the Mergers not completed as anticipated, TMRC may hold a 2026 annual meeting of stockholders. Pursuant to Rule 14a-8 under the Exchange Act, a stockholder who intends to present a proposal at TMRC’s annual meeting of stockholders, if held in 2026, and who wishes the proposal to be included in the proxy statement and form of proxy for that meeting must submit the proposal in writing a reasonable time before TMRC begins to print and send its proxy materials in connection with such meeting, after which date such stockholder proposal will be considered untimely. Such proposal must be submitted to our executive offices located at [*], attention [*].

In order for proposals of stockholders made outside of Rule 14a-8 to be considered “timely” within the meaning of Rule 14a-4(c) promulgated under the Exchange Act, such proposals also must be received by the Secretary at the above address a reasonable time before TMRC begins to print and send its proxy materials in connection with such meeting.

Whether or not you expect to be present at the special meeting, we ask that you please sign and return the enclosed proxy card, or submit your proxy by the internet or telephone, promptly. If you are a stockholder of record and attend the special meeting and wish to vote in person, you may withdraw your proxy at any time prior to the vote.

WHERE YOU CAN FIND MORE INFORMATION

USAR files annual, quarterly and current reports, proxy statements and other information with the SEC. You may access this information at the SEC’s internet website that contains reports, proxy statements and other information regarding issuers, including USAR, who file electronically with the SEC. The address of that site is www.sec.gov. The information contained on the SEC’s website is expressly not incorporated by reference into this proxy statement/prospectus.

USAR has filed with the SEC a registration statement on Form S-4 of which this proxy statement/prospectus forms a part. The registration statement registers the USAR Shares to be issued to TMRC stockholders in connection with the merger. The registration statement, including the attached exhibits and annexes, contains additional relevant information about USAR and TMRC, respectively. The rules and regulations of the SEC allow USAR to omit certain information included in the registration statement from this proxy statement/prospectus.

In addition, the SEC allows USAR to disclose important information to you by referring you to other documents filed separately with the SEC. This information is considered to be a part of this proxy statement/prospectus, except for any information that is superseded by information included directly in this proxy statement/prospectus or incorporated by reference subsequent to the date of this proxy statement/prospectus as described below.

This proxy statement/prospectus includes as annexes or incorporates by reference the documents listed below that USAR have previously filed with the SEC. They contain important information about the companies and their financial condition.

•        Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 30, 2026.

•        The information in our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 23, 2026 that is responsive to Part III of Form 10-K.

•        Current Reports on Form 8-K filed with the SEC on January 26, 2026, January 29, 2026, February 3, 2026, March 5, 2026, March 12, 2026, April 20, 2026, April 20, 2026, April 23, 2026 and May 13, 2026 (except, with respect to each of the foregoing, for the portions of such reports which were deemed to be furnished and not filed).

•        The description of our Common Stock in Exhibit 4.5 to our Annual Report on Form 10-K for the year ended December 31, 2025, and as may be further amended by any amendments or reports filed for the purposes of updating this description.

In addition, USAR incorporates by reference any future filings they make with the SEC under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this proxy statement/prospectus and until the date that the offering is terminated, including all such documents we may file with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement (excluding, in each case, any current reports on Form 8-K to the extent disclosure is furnished and not filed). Those documents are considered to be a part of this proxy statement/prospectus, effective as of the date they are filed. In the event of conflicting information in these documents, the information in the latest filed document should be considered correct.

You can obtain any of the other documents listed above from the SEC, through the SEC’s website at the address indicated above, or from USAR, by requesting them in writing or by telephone as follows:

USA Rare Earth, Inc.
100 W Airport Road
Stillwater, OK 74075
(813) 867-6155

USAR will furnish without charge to each person, including any beneficial owner, to whom a prospectus is delivered, upon written or oral request, a copy of any or all of the documents incorporated by reference. Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus. You can also find information about USAR at its internet website at https://www.usare.com/. Information contained on these websites does not constitute part of this proxy statement/prospectus.

INDEX TO FINANCIAL STATEMENTS

Texas Mineral Resources Corp.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Texas Mineral Resources Corp.

Galveston, Texas

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Texas Mineral Resources Corp. (the Company) as of August 31, 2025 and 2024, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the years in the two-year period ended August 31, 2025, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended August 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company does not have sufficient cash on hand to fund general and administrative expenses as they become due or to meet its funding requirements for its interest in Round Top Mountain Development, LLC, which would result in dilution of its ownership interest. The Company has not generated any revenues and the Company does not have resources sufficient to meet the projected funding requirements. This raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relate.

Convertible Notes with Detachable Warrants — Refer to Note 2 and Note 6 to the financial statements

Critical Audit Matter Description

During the year ended August 31, 2025, the Company issued convertible promissory notes with detachable warrants. As described in Note 6, the Company was required to allocate the proceeds received between the convertible promissory notes and the warrants and assess the conversion features for embedded derivatives requiring bifurcation in accordance with the relevant guidance. Auditing management’s determination of the accounting for the convertible notes and detachable warrants was complex and involved significant judgement in determining whether the warrants a required to be classified as equity or a liability and whether the embedded features require derivative accounting treatment.

How We Addressed the Matter in Our Audit

Our audit procedures with respect to management’s assessment of the accounting for the convertible notes and warrants, included the following, among others:

•        We inspected and reviewed the warrant agreements to evaluate the Company’s determination that the warrants should be classified as equity, including evaluating and assessing management’s application of the relevant accounting standards.

•        We inspected and reviewed the convertible promissory notes to evaluate the Company’s assessment of the convertible promissory notes for embedded features requiring bifurcation in accordance with the relevant accounting standards.

•        We evaluated the accuracy and completeness of the Company’s presentation and related disclosures of these instruments in accordance with the relevant accounting standards.

/s/ Ham, Langston & Brezina, L.L.P.

We have served as the Company’s auditor since 2020.

Houston, Texas

November 28, 2025

PCAOB ID #298

TEXAS MINERAL RESOURCES CORP.
CONSOLIDATED BALANCE SHEETS

August 31, 2025 and 2024

The accompanying notes are an integral part of these consolidated financial statements.

TEXAS MINERAL RESOURCES CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS

For the Years Ended August 31, 2025 and 2024