USA Rare Earth (USAR) announced that it will acquire all outstanding shares of Texas Mineral Resources Corp. (TMRC) in an all‑cash, all‑stock transaction. The deal will be paid with 3,823,328 shares of USAR common stock, valuing the transaction at approximately $73 million based on USAR’s closing price of $18.91 on March 4 2026.
The acquisition consolidates USAR’s ownership of the Round Top heavy‑rare‑earth and critical‑minerals project, eliminating TMRC’s 18.6% minority stake and giving USAR 100 % economic interest and sole operational control. CEO Barbara Humpton said, "This acquisition secures a vital pillar in our strategy to build the world's leading globally integrated, non‑China critical mineral technology platform." The move is part of a broader U.S. effort to reduce dependence on China for critical minerals and to build a domestic supply chain for advanced technologies.
Round Top, located on Texas state land, is described as North America’s richest known deposit of heavy rare earths and critical minerals. The deposit contains 16 of the 17 rare earth elements and 11 minerals classified as critical by the U.S. Department of the Interior. USAR plans to begin commercial production at the site in 2028 and expects to extract roughly 40,000 metric tons of feedstock per day by 2030, positioning the company to meet growing demand for rare earths in semiconductors, defense, and green‑energy applications.
TMRC shareholders will receive liquidity through the exchange of their shares for USAR stock and will gain access to USAR’s broader capital‑market presence. The all‑stock structure means no cash outlay is required from either party, and the transaction is expected to close no later than the third quarter of 2026, subject to customary closing conditions and shareholder approval. Voting support agreements have already been entered into by TMRC directors and executive officers.
Investors responded positively to the announcement, reflecting confidence in the strategic consolidation of the Round Top project and the alignment of the deal with U.S. critical‑minerals policy objectives.
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