Round Top Mountain Development, LLC (“RTMD”) is a variable interest entity (“VIE”), has mining rights at Round Top Mountain in the State of Texas, and is developing processing technology for where the rare earth minerals are to be mined.

On May 17, 2021, the Company completed the acquisition of 80% of the equity interests of RTMD, pursuant to a contribution agreement with the Company, Texas Mineral Resource Corp. (“TMRC”), and RTMD, whereby TMRC and the Company contributed their respective rights and interests to and in Round Top Mountain to RTMD. Concurrently, the Company, TMRC, and RTMD entered into a limited liability company agreement of RTMD which documented the governance of RTMD. This acquisition resulted in the consolidation of RTMD and the recording of a non-controlling interest for the remaining TMRC equity interest.

Effective and on June 26, 2023, RTMD, USARE LLC and TMRC entered into an amended and restated limited liability company agreement of RTMD pursuant to which, in the event that TMRC does not fund its share of mandatory capital contributions called for by USARE LLC as the manager of RTMD, USARE LLC is obligated to cover the shortfall by making additional capital contributions to RTMD (or in the event that USARE LLC does not fund, the capital call will be withdrawn). If USARE LLC does fund the capital contribution, additional equity interests in RTMD will be issued to USARE LLC and TMRC will be proportionally diluted in accordance with the terms of the amended and restated limited liability company agreement. TMRC’s failure to fund its share of mandatory capital contributions called under the agreement during fiscal year 2025 has resulted in the Company’s ownership interest in RTMD to be increased to 81.3% and TMRC’s interest in RTMD to be decreased to 18.7% as of December 31, 2025.



	December 31,
	2025		2024

	(In thousands)
ASSETS
Cash and cash equivalents	$	38	$	66
Prepaid expenses and other current assets	106		178
Operating lease right-of-use assets	321		30
Mineral interests	17,339		17,125
Property, plant and equipment, net	201		264
Other non-current assets	27		20
Total assets	$	18,032	$	17,683

LIABILITIES
Accounts payable	$	61	$	42
Accrued liabilities	469		141
Finance leases, current	137		—
Operating leases, current	—		22
Finance leases, non-current	185		—

Total liabilities	$	852	$	205

RTMD’s creditors have no recourse against the Company for the RTMD consolidated liabilities included within the Company’s Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024.

The Company acquired two (2) mineral rights leases along with an associated groundwater lease in Hudspeth County, Texas as part of the acquisition of RTMD. Mineral property acquisition costs, including acquired intangibles, licenses and lease payments, are capitalized. The net carrying value of mineral rights were $17.3 million and $17.1 million as of December 31, 2025 and 2024, respectively.

Impairment losses are recorded on mineral interests when indicators of impairment are present and the carrying amount exceeds the associated estimated future undiscounted cash flows. As of December 31, 2025 and 2024, the Company had not recognized any impairment losses related to mineral interests held.