---
title: "Texas Mineral Resources to be acquired for 3,823,328 USA Rare Earth shares; proxy supplemented after litigation"
type: "News"
locale: "en"
url: "https://longbridge.com/en/news/293074142.md"
description: "Texas Mineral Resources (TMRC) announced a merger with USA Rare Earth, where TMRC shareholders will receive 3,823,328 shares of USA Rare Earth stock. The company supplemented its proxy statement following shareholder lawsuits and demand letters alleging misleading disclosures, though both parties deny legal requirements for such supplements. Internal financials project $427M annual cash flow by 2029-2032 against $1.3B startup capex."
datetime: "2026-07-17T20:53:01.000Z"
locales:
  - [zh-CN](https://longbridge.com/zh-CN/news/293074142.md)
  - [en](https://longbridge.com/en/news/293074142.md)
  - [zh-HK](https://longbridge.com/zh-HK/news/293074142.md)
---

# Texas Mineral Resources to be acquired for 3,823,328 USA Rare Earth shares; proxy supplemented after litigation

**Texas Mineral Resources announced its stock will be converted into rights to receive an aggregate of 3,823,328 shares of USA Rare Earth common stock as merger consideration and supplemented its proxy statement following shareholder demands and lawsuits.**

**Key Highlights:**

-   Entered March 4, 2026 merger agreement: TMRC stockholders will receive pro rata portion of 3,823,328 USA Rare Earth shares.
-   Definitive proxy/prospectus filed and first mailed June 29, 2026; supplemental disclosures added to avoid transaction delay.
-   Two shareholder lawsuits and multiple demand letters allege misleading disclosure; TMRC and USA Rare Earth deny supplemental disclosures are legally required.
-   TMRC provided internal prospective financials for Round Top Project showing 2029–2032 annual cash flow $427M and outlined $1.3B startup capex and projected ownership dilution.

Original SEC Filing: Texas Mineral Resources Corp. \[ TMRC \] - 8-K - Jul. 17, 2026

**Disclaimer**

This is an AI-powered summary. It may contain inaccuracies. Consider verifying important information with the source. Please note this summary is solely based on documents filed with the SEC.

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