Texas Mineral Resources ( (TMRC) ) has issued an update.

On March 4, 2026, Texas Mineral Resources Corp. agreed to merge with USA Rare Earth, Inc., through a series of transactions that will place TMRC’s business into a wholly owned USAR subsidiary and convert TMRC’s common stock into the right to receive 3,823,328 USAR shares. Following USAR’s May and June 2026 SEC filings and the June 29, 2026 effectiveness of the registration statement and mailing of the joint proxy statement/prospectus, TMRC and USAR faced stockholder lawsuits and demand letters alleging misleading disclosures, prompting TMRC to issue supplemental proxy information and detailed prospective financial data for its Round Top project while denying any legal necessity but seeking to avoid delays and added costs to the merger.

TMRC’s supplemental filing expands on internal prospective financial information prepared for its advisor regarding future production and markets for Round Top’s output, which the company emphasizes is highly uncertain and not reviewed by USAR. By providing these additional disclosures in response to litigation and stockholder demands, TMRC aims to reduce transaction risk and improve transparency for investors, even as it maintains that the original materials complied with applicable securities laws and did not require supplementation.