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USAR closes Texas Mineral Resources merger, issues 3.82 million shares at fixed exchange ratio

8/9/2026

A two-step merger linking USA Rare Earth, Inc. (USAR) and Texas Mineral Resources Corp.

closed August 7, 2026, with each TMRC common share converting into 0.043279843 of a USAR share based on 88,339,693 TMRC shares outstanding on a fully diluted basis at the effective time.

The deal produced 3,823,328 newly issued shares of USAR common stock delivered to former TMRC holders. The share issuance was registered under a Form S-4 (File No.

333-295838) declared effective by the SEC on June 29, 2026. Deal structure: two steps, one closing date The merger ran through a paired sequence.

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