USA Rare Earth to Acquire Texas Mineral Resources Corp: Transformational Deal for U.S. Rare Earths Industry

Overview and Key Transaction Details

USA Rare Earth, Inc. (Nasdaq: USAR) has announced a definitive agreement to acquire all outstanding shares of Texas Mineral Resources Corp. (TMRC) in an all-stock transaction. TMRC shareholders will receive 3,823,328 shares of USAR common stock, implying a total deal value of approximately \$73 million based on USAR’s closing price on March 4, 2026.

This acquisition makes USAR the exclusive operator and 100% economic beneficiary of the Round Top Heavy Rare Earth and Critical Minerals Project, located in Hudspeth County, Texas. Round Top is recognized as North America’s richest known deposit of heavy rare earths and critical minerals—materials essential to the defense, robotics, energy, semiconductor, and advanced manufacturing industries.

Strategic Rationale and Operational Impact

• Consolidation of Ownership: USAR will fully acquire TMRC’s 18.6% minority interest in the Round Top Project, along with rights under long-term leases covering 950 acres and prospecting rights for an additional 9,345 acres. This simplifies governance, aligns strategic decision-making, and streamlines capital planning under a single operator.
• Accelerated Mining Plan (AMP): USAR is advancing the Round Top Project with commercial production targeted for 2028. Under the AMP, USAR expects to extract approximately 40,000 metric tons per day of rare earth and critical mineral feedstock by 2030.
• Long-Term Lease: The project operates under a long-term lease with the Texas General Land Office, supporting the Texas Permanent School Fund and public education statewide.
• EPCM Partnerships: In January 2026, USAR selected Fluor Corp. and WSP Global Inc. as EPCM partners to advance the Definitive Feasibility Study and build critical mining infrastructure.

Market and Shareholder Implications

• Enhanced Capital Markets Presence: TMRC shareholders will gain exposure to USAR’s broader business segments, including rare earth oxide processing, metal making, and magnet manufacturing, beyond just the development of Round Top.
• Reduced Dilution Risk: The all-stock transaction avoids large cash calls that could have led to significant shareholder dilution, delivering meaningful value to TMRC investors.
• Strategic Value Chain: USAR’s integrated mine-to-magnet platform is positioned as a U.S.-anchored, non-China value chain, which may be a key competitive advantage given global supply chain concerns in critical minerals.
• Potential for Share Price Movement: The consolidation of operational control, the acceleration of production timelines, and strategic partnerships may significantly impact both USAR and TMRC share values, especially given increasing demand for rare earths and critical minerals.

Comments from Leadership and Texas Officials

Barbara Humpton, CEO of USAR, emphasized that this acquisition is a vital pillar in building a globally integrated, non-China critical minerals technology platform. The consolidation ensures operational control and long-term leasehold access required for efficient transition from development to commercial production.

Anthony Marchese, Chairman of TMRC, highlighted the strategic importance of Round Top in strengthening the domestic supply chain for heavy rare earths. He noted that TMRC shareholders will benefit from USAR’s broader business segments, reducing concentration risk and exposure to dilution.

Dr. Dawn Buckingham, Commissioner of the Texas General Land Office, stated that the acquisition puts a well-capitalized, American-owned company in full control of developing the largest heavy rare earth deposit in the country, promising jobs, royalties, and a step toward ending U.S. dependence on China for these critical minerals.

Transaction Process, Closing Timeline, and Shareholder Actions

• The boards of directors of both companies have approved the transaction. Closing is expected no later than the third quarter of 2026, subject to customary conditions, including TMRC shareholder approval.
• All directors and executive officers of TMRC have entered voting support agreements to vote their shares in favor of the transaction.
• Advisors include Moelis & Company LLC and White & Case LLP for USAR; Roth Capital Partners LLC and Loeb & Loeb LLP for TMRC.
• USAR will file a registration statement (Form S-4) with the SEC, including a prospectus and proxy statement. TMRC shareholders are urged to read all SEC filings carefully before making any voting or investment decisions.

Forward-Looking Statements and Risks

Investors should note that this press release contains forward-looking statements subject to significant risks and uncertainties, including the completion of the transaction, realization of expected benefits, integration challenges, financing needs, operational milestones, mineral estimates, and ongoing viability.

Risks outlined include potential termination, delays, unsatisfied closing conditions, adverse market reactions, litigation, management time diversion, employee and business relationship changes, partnership execution, and substantial doubt regarding the ability of both USAR and TMRC to continue as going concerns over the next 12 months.

Detailed risk factors are available in SEC filings (Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K).

How to Access Additional Information

Investors and security holders will be able to obtain free copies of all relevant documents regarding the transaction at the SEC’s website (www.sec.gov), USAR’s investor website (investors.usare.com), or TMRC’s investor website (tmrcorp.com/investors). For further queries, contacts are provided for both companies.

Conclusion

This acquisition is a landmark event for both USAR and TMRC shareholders. It consolidates ownership and operational control of one of North America’s most strategic mineral deposits, positions USAR as a leader in the non-China mine-to-magnet supply chain, and may deliver substantial value and growth potential to shareholders. However, investors should carefully review all relevant SEC filings and understand the risks before making any investment or voting decisions.

Disclaimer: This article is for informational purposes only and does not constitute financial advice or a solicitation to buy or sell any securities. All forward-looking statements are subject to risks and uncertainties. Investors should consult official SEC filings and their financial advisors before making any investment decisions.

View Texas Mineral Resources Corp. Historical chart here