On July 22, 2025, the Company purchased 100% of the ordinary shares of Foothills Rare Earths Limited ("FRE Australia"), a holding company who, through its subsidiary Foothills Rare Earths, LLC, ("FRE US"), a North Carolina LLC, is a private exploration stage mining company with operations in the Harris and Talbot Counties of Georgia, United States (the “Shiloh Project”). The project area is secured through a combination of option agreements (see Note 6 – Mineral Interests). The Company accounted for the acquisition of FRE Australia as an asset acquisition that is a VIE. Substantially all of the fair value of the assets acquired was concentrated in a group of similar identifiable assets.

The Company has consolidated FRE Australia, including Southeast Metals LLC (“SEM”), which are variable interest entities, and the carrying amounts of consolidated FRE Australia’s (including SEM) assets and liabilities were as follows as of June 30, 2026 and December 31, 2025:


	June 30, 2026		December 31, 2025
ASSETS
Current assets
Cash and cash equivalents	$	1,202	$	10,922
Prepaid expenses		200		118
Total current assets		1,402		11,040
Non-current assets
Property and equipment, net		652		362
Mineral interests, which includes $2,275 related to SEM		23,421		23,327
Other non-current assets		160		42
Total non-current assets		24,233		23,731
Total assets	$	25,635	$	34,771

LIABILITIES
Current liabilities
Accounts payable	$	841	$	362
Accrued expenses		267		22
Other current liabilities		133		34
Total current liabilities		1,241		418
Non-current liabilities
Other non-current liabilities		64		20
Total non-current liabilities		64		20
Total liabilities	$	1,305	$	438

Additionally, there was a noncontrolling interest of $2,275 related to SEM upon acquisition. SEM and FRE Australia’s creditors do not have recourse to the general credit of the primary beneficiary.