Material Event (Form 8-K)

Item 8.01 Other Events

As previously announced, on March 4, 2026, Texas Mineral Resources Corp. ("TMRC" or the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with USA Rare Earth, Inc. ("USAR"), Hamer Merger Sub, Inc., a wholly owned subsidiary of USAR ("Merger Sub 1") and Hamer Merger Sub, LLC, a wholly owned subsidiary of USAR ("Merger Sub 2"). Pursuant to the Merger Agreement, TMRC will enter into a series of mergers with Merger Sub 1 and Merger Sub 2 that will result in the business of TMRC being held by a wholly owned subsidiary of USAR, and the common stock of TMRC, par value $0.01 per share (the "TMRC Stock"), being converted into the right to receive an aggregate of 3,823,328 shares of USAR common stock as merger consideration (collectively, the "Transaction").

In connection with the Merger Agreement, USAR filed with the U.S. Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 on May 13, 2026, as amended on June 23, 2026, which was declared effective by the SEC on June 29, 2026, and which contained a proxy statement of the Company and also constituted a prospectus of USAR. The Company and USAR filed the definitive proxy statement/prospectus (the "Definitive Proxy Statement/Prospectus") with the SEC on June 29, 2026. The Company first mailed the Definitive Proxy Statement /Prospectus to its stockholders on June 29, 2026.

Following the announcement of the Merger Agreement, and as of the date of this Current Report on Form 8-K, two lawsuits have been filed by purported stockholders of the Company as individual actions, captioned as follows: Anthony Malone v. Texas Mineral Resources Corp. et al., Index No. 654004/2026 (N.Y. Sup. Ct., County of New York July 7, 2026) and Nathan Turner v. Texas Mineral Resources Corp. et al., Index No. 654028/2026 (N.Y. Sup. Ct., County of New York July 8, 2026) (together, the "Complaints"). Additionally, the Company and USAR received several demand letters from counsel representing individual purported stockholders of the Company, demanding, among other things, certain supplemental disclosures (collectively, the "Demands" and, together with the Complaints, the "Matters"). The Matters allege, among other things, that the Company, USAR and the other named defendants caused a false and misleading registration statement relating to the Transaction to be filed with the SEC in violation of certain state securities laws and common law, Section 14(a) and Section 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 14a-9 promulgated thereunder.

While TMRC and USAR specifically deny that any supplemental disclosure was or is required or necessary under applicable laws, to avoid the risk of delay of the Transaction, to minimize potential expense, uncertainties and distraction, and to provide additional information to stockholders, the Definitive Proxy Statement/Prospectus is being supplemented by this Current Report on Form 8-K. Nothing in this Current Report on Form 8-K shall be deemed to be an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein.

SUPPLEMENTAL DISCLOSURES TO PROXY STATEMENT/PROSPECTUS

The additional information (the "Supplemental Disclosures") in this Current Report on Form 8-K supplements the disclosures contained in the Definitive Proxy Statement/Prospectus and should be read in conjunction with the Definitive Proxy Statement/Prospectus, which should be read in its entirety. To the extent that information set forth in the Supplemental Disclosures differs from or updates information contained in the Definitive Proxy Statement/Prospectus, the information contained in this Current Report on Form 8-K shall supersede and supplement the information contained in the Definitive Proxy Statement/Prospectus. Any page references in the information below are to pages in the Definitive Proxy Statement/Prospectus, and terms used below have the meanings set forth in the Definitive Proxy Statement/Prospectus, unless otherwise defined below. Paragraph references used herein refer to the Definitive Proxy Statement/Prospectus before any additions or deletions resulting from the supplemental disclosures included herein.

Certain Prospective Financial Information of TMRC

TMRC does not as a matter of course publicly announce projections or expectations as to future revenues, performance, financial condition or other factors. However, TMRC's management prepared and provided to its financial advisor certain internal, prospective financial information relating to the Round Top Project (the "Prospective Financial Information"). TMRC's management prepared that Prospective Financial Information based on their judgment and assumptions regarding the future production of the Round Top Project and the market for the substances that project yields and that information was not reviewed, verified or approved by USAR. The inclusion below of the Prospective Financial Information should not be regarded as an indication that TMRC, USAR or any of their respective affiliates, officers, directors, advisors or other representatives or any other recipient of this information considered - or now considers - it to be necessarily predictive of actual future results and should not be relied upon as such.

The Prospective Financial Information is subjective in many respects. As a result, there can be no assurance that the prospective results will be realized or that actual results will not be significantly higher or lower than estimated. Since the Prospective Financial Information covers multiple years, that information by its nature becomes less predictive with each successive year.