USA Rare Earth to Merge With Texas Mineral Resources

Texas Mineral Resources Corp. has entered into an agreement and plan of merger dated March 4, 2026 with USA Rare Earth, Inc. The filing describes a two-step merger structure using Hamer Merger Sub, Inc. and Hamer Merger Sub, LLC as merger subsidiaries.

The exhibit text outlines merger mechanics including closing and effective time provisions, the organizational documents of the surviving corporation and surviving company, and provisions for exchange of company shares and appraisal rights. It also includes representations and warranties, interim operations covenants, and conditions to closing.