8-K - Texas Mineral Resources Corp. | StockGist

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Texas Mineral Resources Corp. entered into a Merger Agreement with USA Rare Earth, Inc. on March 4, 2026, under which TMRC stockholders will receive 3,823,328 shares of USAR common stock in exchange for all outstanding TMRC shares, making TMRC a wholly owned subsidiary of USAR. The transaction requires TMRC stockholder approval and satisfaction of customary closing conditions, with board recommendation in favor.

Key Takeaways

1Merger Agreement dated March 4, 2026 between TMRC, USAR, Hamer Merger Sub, Inc., and Hamer Merger Sub, LLC

2Aggregate Merger Consideration: 3,823,328 shares of USAR common stock (par value $0.0001)

3TMRC common stock (par value $0.01) converts pro rata based on outstanding shares on Closing Date

4TMRC Board approved and recommends stockholder approval of the Merger Agreement and Transactions

5Closing subject to TMRC stockholder approval, Nasdaq listing, S-4 effectiveness, no injunctions, and customary conditions including DG Promissory Note payoff

6Voting and Support Agreements executed by TMRC directors and executive officers

7Press release issued March 5, 2026 announcing the transaction (Exhibit 99.1)

Current Report Details

Event Type

Material Agreement

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

. Entry into a Material Definitive Agreement. Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given

Material Agreement

7.01

, including Exhibit 99.1. Important Information About the Transaction and Where to Find It The Transaction will be submitted to TMRC’s stockholders for their co

Regulation Fd

9.01

. Financial Statements and Exhibits (c) Exhibits: Exhibit Description 2.1* Agreement and Plan of Merger, dated March 4, 2026, by and among Texas Mineral Resourc

Exhibits Only

Transaction Details

Material Agreement

Agreement: Agreement and Plan of Merger
Parties: Texas Mineral Resources Corp., USA Rare Earth, Inc., Hamer Merger Sub, Inc., Hamer Merger Sub, LLC

•Two-step merger: First Merger Sub merges into TMRC (TMRC survives as USAR subsidiary), followed by Surviving Corporation merges into Second Merger Sub
•Merger Consideration: 3,823,328 USAR shares issued pro rata to TMRC stockholders
•Closing conditions include TMRC stockholder approval, S-4 effectiveness, Nasdaq listing, no MAE, regulatory approvals
•Termination fee: $3,250,000 payable by TMRC under certain circumstances
•End Date: 9 months after March 4, 2026
•TMRC directors/executive officers entered Voting and Support Agreements

Exhibits (4)

10.1

FORM OF VOTING AND SUPPORT AGREEMENT

2.1

AGREEMENT AND PLAN OF MERGER

8-K

CURRENT REPORT

99.1

PRESS RELEASE