10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2026


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-43268

Rare Earths Americas, Inc.

(Exact Name of Registrant as Specified in its Charter)


Texas	39-4918133
( State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
101 W. Main Street Manchester, GA	31816
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (706) 846-5063

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class

     Trading
Symbol(s)

     Name of each exchange on which registered

     Common stock, $ 0.0001 par value

     REA

     NYSE American LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 9, 2026, the registrant had 20,961,020 shares of common stock, $0.0001 par value per share, outstanding.

Table of Contents


		Page

PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	2
	Condensed Consolidated Balance Sheets	2
	Condensed Consolidated Statements of Operations	3
	Condensed Consolidated Statements of Comprehensive Loss	4
	Condensed Consolidated Statements of Changes In Members' Deficit and Stockholders' Equity	5
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Unaudited Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	32

PART II.	OTHER INFORMATION	33

Item 1.	Legal Proceedings	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3.	Defaults Upon Senior Securities	34
Item 4.	Mine Safety Disclosures	34
Item 5.	Other Information	34
Item 6.	Exhibits	35
Signatures		36

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements concerning our business, operations and financial performance, as well as our plans, objectives and expectations for our business operations and financial performance and condition. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “design,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “positioned,” “potential,” “predict,” “seek,” “should,” “target,” “will,” “would,” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology. In addition, statements that “we believe” or similar statements reflect our beliefs and opinions on the relevant subject. These forward-looking statements include, but are not limited to, statements about:

•

our goals and strategies;

•

our planned exploration activities;

•

expectations regarding revenue, expenses and operations;

•

risks related to our operating strategy;

•

mineral exploration and exploration program cost estimates;

•

expectations regarding the potential mineralization, geological merit and economic feasibility of our projects;

•

competition for projects in our local markets;

•

unfavorable economic conditions and restrictive financing markets;

•

significant risk and hazards associated with mining operations;

•

our Brazilian operations being subject to additional political, economic and other uncertainties not generally associated with domestic operations;

•

expectations regarding any environmental issues that may affect planned or future exploration programs and the potential impact of complying with existing and proposed environmental laws and regulations;

•

receipt and timing of exploration permits and other third-party approvals;

•

government regulation of mineral exploration and development operations;

•

developments relating to our competitors and our industry;

•

expectations regarding any social or local community issues that may affect planned or future exploration and development programs;

•

our ability to retain key personnel and maintain satisfactory labor relations; and

•

other risks and uncertainties, including those described or incorporated by reference under the caption “Risk Factors” in our final prospectus filed pursuant to Rule 424(b)(4), which are incorporated herein by reference, as well as other factors described elsewhere in this report and the Company’s other reports filed with the SEC.

We have based these forward-looking statements largely on our current expectations, estimates, forecasts, and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. In light of the significant uncertainties in these forward-looking statements, you should not rely upon forward-looking statements as predictions of future events. Although we believe that we have a reasonable basis for each forward-looking statement contained in this Quarterly Report on Form 10-Q, we cannot guarantee that the future results, levels of activity, performance, or events and circumstances reflected in the forward-looking statements will be achieved or occur at all. You should refer to this Quarterly Report on Form 10-Q for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. Except as required by law, we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

RARE EARTHS AMERICAS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands of U.S. Dollars, except share data) (unaudited)


	September 30,			December 31,
	2026			2025
ASSETS
Current assets
Cash and cash equivalents	$	8,119		$	22,841
Short-term investments		60,192			—
Prepaid expenses		1,509			216
Other current assets		67			53
Total current assets		69,887			23,110
Non-current assets
Property and equipment, net		1,194			390
Mineral interests (includes $0 and $2,275, respectively, related to consolidated VIEs)		23,615			23,327
Deferred offering costs		—			1,968
Other non-current assets		466			42
Total non-current assets		25,275			25,727
Total assets	$	95,162		$	48,837

LIABILITIES
Current liabilities
Accounts payable (includes $429 and $362, respectively, related to consolidated VIEs)	$	1,986		$	1,486
Accrued expenses (includes $551 and $22, respectively, related to consolidated VIEs)		1,402			1,211
Convertible related party loan		—			1,123
Lease liabilities, current (includes $91 and $23, respectively, related to consolidated VIEs)		226			23
Other current liabilities (includes $55 and $11, respectively, related to consolidated VIEs)		200			13
Total current liabilities		3,814			3,856
Non-current liabilities
SAFE liability		—			11,715
Warrant liability		7,238			4,433
Other non-current liabilities (includes $40 and $20, respectively, related to consolidated VIEs)		766			370
Total non-current liabilities		8,004			16,518
Total liabilities		11,818			20,374

Commitments and contingencies (Note 12)

STOCKHOLDERS' EQUITY
Preferred stock, $0.0001 par value, 1,000,000 shares authorized, zero shares issued and outstanding as of September 30, 2026 and December 31, 2025		—			—
Common stock, $0.0001 par value, 500,000,000 shares authorized, 20,512,381 and 14,965,987 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively		2			1
Additional paid-in-capital		144,168			46,292
Accumulated other comprehensive loss		(577	)		(267	)
Accumulated deficit		(60,249	)		(19,838	)
Equity attributable to stockholders of the Company		83,344			26,188
Noncontrolling interest		—			2,275
Total stockholders' equity		83,344			28,463
Total liabilities and stockholders' equity	$	95,162		$	48,837

See accompanying notes to the condensed consolidated financial statements.

RARE EARTHS AMERICAS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands of U.S. Dollars, except share and per share data) (unaudited)


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2026			2025			2026			2025

Operating expenses:
Exploration and evaluation expenses	$	11,614		$	1,755		$	18,245		$	1,920
General and administrative expenses		3,946			2,697			14,836			3,215
Depreciation expense		62			4			121			7
Transaction costs		—			90			—			247
Total operating expenses		15,622			4,546			33,202			5,389
Operating loss		(15,622	)		(4,546	)		(33,202	)		(5,389	)
Other income (expenses):
Interest income		364			52			994			52
Interest expense		(19	)		(79	)		(93	)		(138	)
Foreign currency transaction gain/(loss)		—			—			(3	)		—
Change in fair value of SAFE		—			—			(4,625	)		—
Change in fair value of warrants		4,437			61			(3,482	)		61
Total other (expenses) income		4,782			34			(7,209	)		(25	)
Loss before income taxes		(10,840	)		(4,512	)		(40,411	)		(5,414	)
Provision for income taxes		—			—			—			—
Net loss		(10,840	)		(4,512	)		(40,411	)		(5,414	)
Less: Net loss attributable to noncontrolling interest		—			—			—			—
Net loss attributable to Rare Earths Americas, Inc.	$	(10,840	)	$	(4,512	)	$	(40,411	)	$	(5,414	)

Net loss per common share, basic and diluted	$	(0.52	)	$	(0.34	)	$	(2.25	)	$	(0.51	)
Weighted average common shares outstanding, basic and diluted		20,730,541			13,205,203			17,982,144			10,665,764

See accompanying notes to the condensed consolidated financial statements.

RARE EARTHS AMERICAS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands of U.S. Dollars) (unaudited)


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2026			2025			2026			2025
Net loss	$	(10,840	)	$	(4,512	)	$	(40,411	)	$	(5,414	)
Other comprehensive income (loss):
Foreign currency translation adjustments		(85	)		(160	)		(310	)		(203	)
Total other comprehensive income (loss)		(85	)		(160	)		(310	)		(203	)
Comprehensive loss		(10,925	)		(4,672	)		(40,721	)		(5,617	)
Less: Comprehensive loss attributable to noncontrolling interest		—			—			—			—
Comprehensive loss attributable to Rare Earths Americas, Inc.	$	(10,925	)	$	(4,672	)	$	(40,721	)	$	(5,617	)

See accompanying notes to the condensed consolidated financial statements.

RARE EARTHS AMERICAS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS' DEFICIT AND STOCKHOLDERS' EQUITY

(in thousands of U.S. Dollars, except share data) (unaudited)


	Common Stock				Members' Equity			Additional Paid in Capital		Accumulated Other Comprehensive Loss			Accumulated Deficit			Noncontrolling Interest		Total Stockholders’ Equity (Deficit)
	Shares		Amount		Members' Equity			Additional Paid in Capital		Accumulated Other Comprehensive Loss			Accumulated Deficit			Noncontrolling Interest		Total Stockholders’ Equity (Deficit)
Balance as of December 31, 2024		—	$	—	$	9,982		$	—	$	(334	)	$	(9,908	)	$	—	$	(260	)
Equity contribution from parent		—		—		32			—		—			—			—		32
Change in foreign currency translation		—		—		—			—		(15	)		—			—		(15	)
Net loss		—		—		—			—		—			(301	)		—		(301	)
Balance as of March 31, 2025		—	$	—	$	10,014		$	—	$	(349	)	$	(10,209	)	$	—	$	(544	)
Equity contribution from parent		—		—		31			—		—			—			—		31
Change in foreign currency translation		—		—		—			—		(28	)		—			—		(28	)
Net loss		—		—		—			—		—			(601	)		—		(601	)
Balance as of June 30, 2025		—	$	—	$	10,045		$	—	$	(377	)	$	(10,810	)	$	—	$	(1,142	)
Distribution to parent		—		—		(524	)		—		—			—			—		(524	)
Equity contribution from parent		—		—		11			—		—			—			—		11
Issuance of common stock in exchange for member units		9,375,000		1		(9,532	)		9,531		—			—			—		—
Issuance of common stock in connection with acquisition of Foothills Rare Earths Limited		2,805,267		—		—			18,362		—			—			2,275		20,637
Issuance of common stock in connection with private placement, net of $216 issuance costs		2,500,000		—		—			15,877		—			—			—		15,877
Grant of restricted stock awards		255,000		—		—			—		—			—			—		—
Stock-based compensation expense		—		—		—			1,677		—			—			—		1,677
Change in foreign currency translation		—		—		—			—		(160	)		—			—		(160	)
Net loss		—		—		—			—		—			(4,512	)		—		(4,512	)
Balance as of September 30, 2025		14,935,267	$	1	$	—		$	45,447	$	(537	)	$	(15,322	)	$	2,275	$	31,864

See accompanying notes to the condensed consolidated financial statements.

RARE EARTHS AMERICAS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(in thousands of U.S. Dollars, except share data) (unaudited)


	Common Stock					Additional Paid in Capital			Accumulated Other Comprehensive Loss			Accumulated Deficit			Noncontrolling Interest			Total Stockholders’ Equity (Deficit)
	Shares			Amount		Additional Paid in Capital			Accumulated Other Comprehensive Loss			Accumulated Deficit			Noncontrolling Interest			Total Stockholders’ Equity (Deficit)
Balance as of December 31, 2025		14,965,987		$	1	$	46,292		$	(267	)	$	(19,838	)	$	2,275		$	28,463
Stock-based compensation expense		—			—		205			—			—			—			205
Change in foreign currency translation		—			—		—			(75	)		—			—			(75	)
Net loss		—			—		—			—			(16,781	)		—			(16,781	)
Balance as of March 31, 2026		14,965,987		$	1	$	46,497		$	(342	)	$	(36,619	)	$	2,275		$	11,812
Initial public offering, net of underwriting discounts and commissions of ($4,832) and offering costs		3,633,120			1		59,954			—			—			—			59,955
Conversion of SAFE into common stock		1,037,100			—		19,705			—			—			—			19,705
Conversion of related party convertible loan into common stock		201,807			—		1,322			—			—			—			1,322
Issuance of common stock in connection with the Greenfield Agreement		19,052			—		362			—			—			—			362
Exercise of warrants and reclassification of warrant liability		46,610			—		891			—			—			—			891
Vesting and settlement of restricted stock units		57,370			—		438			—			—			—			438
Shares withheld to satisfy tax withholding obligations		(7,154	)		—		(162	)		—			—			—			(162	)
Stock-based compensation expense		—			—		5,903			—			—			—			5,903
Change in foreign currency translation		—			—		—			(150	)		—			—			(150	)
Net loss		—			—		—			—			(12,790	)		—			(12,790	)
Balance as of June 30, 2026		19,953,892		$	2	$	134,910		$	(492	)	$	(49,409	)	$	2,275		$	87,286
SEM option exercise		165,153			—		2,000			—			—			(2,275	)		(275	)
Issuance of common stock in connection with the GMC option exercise		262,086			—		4,979			—			—			—			4,979
Vesting and settlement of restricted stock units		131,250			—		843			—			—			—			843
Stock-based compensation expense		—			—		1,436			—			—			—			1,436
Change in foreign currency translation		—			—		—			(85	)		—			—			(85	)
Net loss		—			—		—			—			(10,840	)		—			(10,840	)
Balance as of September 30, 2026		20,512,381		$	2	$	144,168		$	(577	)	$	(60,249	)	$	—		$	83,344

See accompanying notes to the condensed consolidated financial statements.

RARE EARTHS AMERICAS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands of U.S. Dollars) (unaudited)


	For the Nine Months Ended September 30,
	2026			2025
Cash flows from operating activities:
Net loss	$	(40,411	)	$	(5,414	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		121			7
Loss on foreign currency transaction		3			—
Stock-based compensation expense		9,044			1,816
Provision for labor claims		15			15
Allocated expenses from parent		—			74
Change in fair value of warrants		3,482			(61	)
Change in fair value of SAFE		4,625			—
Unrealized losses on short-term investments		336			—
Exploration option purchased with shares		5,342			—
Noncash interest expense		58			—
Changes in operating assets and liabilities:
Prepaid expenses		(1,293	)		(93	)
Other assets		(440	)		12
Accounts payable		1,034			716
Accrued expenses		426			25
Accounts payable to related parties		—			1,429
Other liabilities		550			(22	)
Net cash used in operating activities	$	(17,108	)	$	(1,496	)
Cash flows from investing activities:
Purchases of short-term investments		(74,871	)		—
Proceeds from sales of short-term investments		14,345			—
Cash acquired in FRE Australia transaction		—			1,543
Purchases of property and equipment		(931	)		(72	)
Investment in mineral interests		(288	)		(14	)
Net cash (used in) provided by investing activities		(61,745	)		1,457
Cash flows from financing activities:
Proceeds from issuance of common stock		—			16,093
Issuance costs		—			(216	)
Proceeds from initial public offering, net of underwriting discounts and commissions ($4,832)		64,197			—
Payments for taxes related to net share settlement of equity awards		(162	)		—
Payments of deferred offering costs		(3,038	)		(557	)
Warrant exercises		214			—
SAFE proceeds		3,365			—
Acquisition of noncontrolling interest		(275	)		—
Proceeds from related party debt		—			657
Distribution to parent		—			(524	)
Net cash provided by financing activities		64,301			15,453
Effect of exchange rates on cash and cash equivalents		(170	)		(153	)
Net (decrease) increase in cash and cash equivalents		(14,722	)		15,261
Cash and cash equivalents at beginning of period		22,841			6
Cash and cash equivalents at end of period	$	8,119		$	15,267


Supplemental non-cash information:
Non-cash contribution from REA Australia	$	—	$	74
SAFE Liability conversion to common stock	$	19,705	$	—
Related party note conversion to common stock	$	1,322	$	—
Lease liabilities arising from obtaining right-of-use assets	$	412	$	—
Common stock issued in connection with SEM option exercise	$	2,000	$	—
Issuance of common stock for member units	$	—	$	9,532
Acquisition of FRE Australia	$	—	$	22,105

See accompanying notes to the condensed consolidated financial statements.

RARE EARTHS AMERICAS, INC.

Notes to the CONDENSED CONSOLIDATED financial statements

(in thousands of U.S. Dollars, except share and per share data) (unaudited)

Organization and Business Operations

Rare Earths Americas, Inc. (“REA”, the “Company”, “we”, or “our”) was initially incorporated in February 2025 under the laws of the Cayman Islands as Rare Earths Americas Ltd. On October 15, 2025, the Company completed a redomestication, through the filing of a certificate of conversion in the state of Texas, resulting in the Company becoming a Texas corporation and the Company's name changed to Rare Earths Americas, Inc.

The Company is an exploration-stage mining company engaged in the acquisition, exploration, and development of mineral resource projects in the United States and Brazil. The Company's principal activities consist of advancing rare earth and mineral resource projects and evaluating related development opportunities. The Company has not generated revenues from mining operations.

The Company operates in two reportable segments, United States Mining Operations and Brazil Mining Operations, based on the geographic location of its operations and internal management reporting (See Note 13 – Segment Reporting).

Initial Public Offering

The Company completed its initial public offering (the “Offering”) of 3,333,331 shares of common stock at an initial public offering price of $19.00 per share, for gross proceeds of approximately $63,333. The Offering closed on May 7, 2026, and the Company received net proceeds of approximately $58,900 before offering expenses, after deducting underwriting discounts and commissions. In connection with the Offering, the Company’s common stock began trading on the NYSE American LLC under the symbol “REA.” The Company granted the underwriters a 30‑day option to purchase additional shares of common stock and the underwriters exercised a portion of the over‑allotment option to purchase 299,789 additional shares, which settled on May 14, 2026 for net proceeds of $5,297.

In connection with the Offering, all outstanding Simple Agreements for Future Equity ("SAFE") automatically converted into 1,037,100 shares of common stock, and the Company's convertible related-party loan with Brazil Royalty Corp Participacoes E Investments Ltda. (“BRC”) converted into 201,807 shares of common stock at a fixed conversion price of $6.55 per share, resulting in $19,705 and $1,322 respectively, recorded to additional paid-in capital. Refer to Note 10 – Debt for additional information. The Company also issued 19,052 shares of common stock to satisfy a share-settled installment under the Greenfield Agreement triggered by the Offering.

In connection with the Offering, the Company recognized $5,327 of stock-based compensation expense associated with RSUs subject to a liquidity-event performance-based vesting condition which was satisfied in connection with the Offering. Concurrently with the Offering, the Company issued 57,370 shares of common stock upon settlement of such RSUs. To meet the related tax withholding requirements for the net settlement of the vested RSUs, the Company withheld 7,154 shares underlying such equity awards, resulting in net issuance of 50,216 shares of common stock. Refer to Note 8 – Stock-Based Compensation for additional information.

Prior to the Offering, deferred offering costs, which consisted of accounting, legal and other fees directly associated with the Offering, were capitalized on the consolidated balance sheets. In connection with the Offering, $4,243 of deferred offering costs were reclassified to stockholders' equity as a reduction of net proceeds received from the offering.

Significant Accounting Policies

Summary of Significant Accounting Policies

Other than short-term investments below, there have been no material changes to our significant accounting policies, as disclosed in Note 2 – “Summary of Significant Accounting Policies,” to the audited consolidated financial statements for the fiscal year ended December 31, 2025 included in our final prospectus filed pursuant to Rule 424(b)(4) on May 7, 2026 (File No. 333-295032) (the "Prospectus").

Basis of Presentation and Principles of Consolidation

The accompanying condensed consolidated financial statements of Rare Earths Americas, Inc., its wholly-owned subsidiaries and consolidated variable interest entities, have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the United States Securities & Exchange Commission (“SEC”) for interim financial reporting. All intercompany balances and transactions have been eliminated in consolidation.

All dollar amounts presented in the accompanying footnotes are presented in thousands, with the exception of share and per share information.

As REA and Alpha Minerals Brazil Participações Ltda ("AMBPL") were determined to be entities under common control, the acquisition of AMBPL’s net assets were recorded at their historical carrying amounts, and these financial statements reflect REA and AMBPL on a consolidated basis for periods following REA’s incorporation in February 2025. Periods prior to February 2025 relate solely to the predecessor operations of AMBPL.

Interim Financial Statement Presentation

Certain information and disclosures normally included in our audited annual financial statements have been condensed or omitted. We believe these condensed consolidated financial statements include all normal recurring adjustments necessary to fairly present the results for the interim periods. Interim results are not necessarily indicative of results for the entire year. These condensed consolidated financial statements and accompanying notes should be read in conjunction with the audited consolidated financial statements and accompanying notes as of December 31, 2025 and for the year then ended included in the Prospectus.

Short-Term Investments

Investments in equity securities are accounted for in accordance with ASC 321, Investments-Equity Securities. Equity securities with a readily determinable fair value are measured at fair value with changes in fair value recognized in earnings. For equity securities without a readily determinable fair value, the Company elects the measurement alternative, under which investments are recorded at cost, less impairment, and adjusted for observable price changes in orderly transactions for identical or similar investments of the same issuer.

The Company evaluates such investments each reporting period to determine whether impairment indicators are present. If an investment is determined to be impaired, the carrying amount is written down to its fair value, and the resulting loss is recognized in earnings.

The Company’s short-term investments consist of short-term U.S. Treasury and corporate bond exchange-traded funds held pending use of the net proceeds from the Offering. These exchange-traded funds are Level 1 investments valued at the closing price or last trade reported on the major market on which the individual securities are traded. Realized and unrealized gains and losses are included in interest income in the accompanying condensed consolidated statements of operations. Refer to Note 3 — Fair Value Measurements for additional information. Unrealized losses on equity securities were $336 for the three and nine months ended September 30, 2026, with no comparative losses in the prior period.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect (1) the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the balance sheet dates and (2) the reported amounts of expenses during the reporting periods.

Significant accounting estimates reflected in our condensed consolidated financial statements include, but are not limited to, fair value of warrant liability, fair value of stock-based compensation awards granted prior to the initial public offering (the “IPO”), and grant-date fair value of performance stock units determined using a Monte Carlo simulation.

Net Loss per Common Share

Basic and diluted loss per share of common stock attributable to common stockholders have been retroactively adjusted to reflect the capital structure of REA for all periods presented and were calculated by dividing net loss attributable to common stockholders by the weighted-average shares of common stock outstanding for the period.

When applicable, diluted earnings per share would be calculated based upon the inclusion of additional dilutive and potentially dilutive shares that are determined not to be anti-dilutive. The following securities have been excluded from the calculation of diluted loss per share because the effect is anti-dilutive:


	For the Nine Months Ended September 30,
	2026		2025
Warrants		923,781		1,004,025
Restricted stock units		358,476		917,598
Performance stock units		420,000		—
Convertible related party loan		—		208,492
Total		1,702,257		2,130,115

Recently Adopted Accounting Standards

For the three and nine months ended September 30, 2026, there were no newly adopted accounting standards that materially impacted the Company’s condensed consolidated financial statements. Refer to Note 2 – “Significant Accounting Policies,” in the audited consolidated financial statements for the fiscal year ended December 31, 2025, in the Company’s Prospectus.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures” (“ASU 2024-03”). ASU 2024-03 amends ASC Topic 220, “Comprehensive Income,” to expand the disclosure of expense information in the notes to the financial statements. ASU 2024-03 requires public business entities to disaggregate specified income statement expenses, such as purchases of inventory, employee compensation, depreciation, amortization, and depletion into detailed categories presented in a tabular format. Additionally, ASU 2024-03 mandates (1) qualitative descriptions for expenses not separately disaggregated and (2) disclosure of the total amount of selling expenses including, in annual periods, disclosure of an entity's definition of selling expenses. ASU 2024-03 is effective for the Company’s fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, and may be applied prospectively or retrospectively. Early adoption is also permitted. The Company is currently evaluating the effect of adopting ASU 2024-03 on its disclosures.

Fair Value Measurements

At times, the Company may hold (1) assets and liabilities that qualify as financial instruments under ASC 820, “Fair Value Measurement” (“ASC 820”) that are re-measured and reported at fair value at each reporting period, and (2) non-financial assets and liabilities that are re-measured and reported at fair value on a non-recurring basis.

Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the factors market participants would use in valuing the asset or liability.

The Company applies a three-level hierarchy to prioritize the inputs used in measuring fair value:


• Level 1:	Quoted prices in active markets for identical assets or liabilities.
• Level 2:	Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets in active markets or inputs that are observable for the asset or liability.
• Level 3:	Unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use.

As of September 30, 2026, the Company’s financial instruments consisted of cash and cash equivalents, short-term investments, accounts payable and warrants. As of December 31, 2025, the Company’s financial instruments consisted of cash and cash equivalents, accounts payable, warrants, the SAFE liability and related party debt. The carrying amount of cash and cash equivalents, excluding money market funds measured at fair value, and accounts payable approximates fair value due to the short-term nature of these instruments. The carrying amount of the short-term investments, money market funds, warrants and SAFE liability is fair value, as further described below.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents the financial instruments measured at fair value on a recurring basis:


	September 30, 2026		December 31, 2025
Level 1 Financial assets:
Equity securities (included as Short-term investments)	$	60,192	$	—
Money market funds (included in Cash and cash equivalents)		7,144		—
Level 2:		—		—
Level 3 Financial liabilities:
Warrant liability		7,238		4,433
SAFE liability		—		11,715
Stock-based compensation warrant liability (included in Other non-current liabilities)		522		303

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

There were no assets or liabilities measured at fair value on a nonrecurring basis during the three and nine months ended September 30, 2026 and 2025.

Warrant Liability

On July 22, 2025, the Company issued immediately exercisable and fully vested warrants to purchase shares of its common stock as part of the Foothills transaction. The warrants are freestanding financial instruments and do not meet the criteria for equity classification because the exercise price is denominated in a currency other than the Company's functional currency. As a result, the warrants are not considered indexed to the Company's own stock and are classified as a warrant liability.

The Company estimates the fair value of the warrant liability using the Black-Scholes option-pricing model. The significant unobservable inputs used in the fair value measurement of the warrant liability are the fair value of the underlying stock at the valuation date and the estimated term of the warrants. The warrant liability is categorized as Level 3 because it is valued based on unobservable inputs and management's judgment due to the absence of quoted market prices, inherent lack of liquidity, and the long-term nature of such financial instruments.

The following table summarizes the assumptions used in the Black-Scholes option-pricing model to estimate the fair value of the warrant liability:


	September 30, 2026	December 31, 2025
Expected term (in years)	3.00	3.75
Expected volatility	125%	95%
Risk-free interest rate	4.95%	3.58%
Expected dividend yield	0%	0%
Share price	$10.09	$6.67

Changes to the expected term, expected volatility, or the price of the underlying stock could result in a change to the fair value measurement.

During the nine months ended September 30, 2026, certain warrant holders exercised 46,610 warrants for shares of the Company's common stock, and as of September 30, 2026, 923,781 warrants remain outstanding. Upon exercise, the related portion of the warrant liability was reclassified to stockholders' equity.

The following table presents the reconciliation of the warrant liability accounted for under ASC 815 measured at fair value on a recurring basis:


	Three months ended September 30,						Nine months ended September 30,
	2026			2025			2026			2025
Balance at beginning of period	$	11,675		$	—		$	4,433		$	—
Issuance of warrants		—			4,573			—			4,573
Change in estimated fair value		(4,437	)		(61	)		3,482			(61	)
Warrants exercised		—			—			(677	)		—
Balance at end of period	$	7,238		$	4,512		$	7,238		$	4,512

The following table presents the reconciliation of the stock compensation warrant liability accounted for under ASC 718 measured at fair value on a recurring basis:


	Three months ended September 30,						Nine months ended September 30,
	2026			2025			2026		2025
Balance at beginning of period	$	842		$	—		$	303	$	—
Issuance of warrants		—			307			—		307
Change in estimated fair value		(320	)		(1	)		219		(1	)
Balance at end of period	$	522		$	306		$	522	$	306

SAFE Liability

In December 2025, the Company entered into SAFE agreements to raise $15,080, which are described in Note 10 – Debt. The SAFE agreements were issued to numerous investors, all of which had identical terms. $11,715 of the SAFE agreements were funded as of

December 31, 2025. By January 21, 2026, the Company received the remaining proceeds of $3,365 related to the SAFE agreements issued in December 2025.

The fair value of the Company's SAFE liability was determined using a probability-weighted expected return methodology ("PWERM"), which considers multiple potential liquidity outcomes and their respective likelihoods. Under this framework, the valuation incorporates three primary scenarios: (i) an IPO, (ii) a corporate transaction, and (iii) dissolution. The expected economic outcome under each scenario was estimated and then probability-weighted based on management's assumptions to arrive at an overall fair value as of the valuation date. The valuation also incorporates the impact of embedded optionality estimated using a Black-Scholes option pricing framework. The following table summarizes the assumptions used in the Black-Scholes option-pricing model to estimate the fair value of the SAFE Liability.


		December 31, 2025
Expected term (in years)		0.36 - 1.00
Expected volatility		121% - 137%
Risk-free interest rate		3.45% - 3.60%
Expected dividend yield		0%
Share price		$6.67 - $11.73

On May 7, 2026, the Company completed its IPO. In connection with the closing of the IPO, all outstanding SAFE agreements automatically converted into 1,037,100 shares of the Company’s common stock in accordance with their terms. As a result, the SAFE liability was remeasured to fair value immediately prior to conversion, with the change in fair value recognized in the condensed consolidated statements of operations, and the carrying value of the SAFE liability was reclassified to additional paid-in capital within stockholders’ equity.

The Company recognized an increase in the fair value of the SAFE Liability of $4,625 during the nine months ended September 30, 2026, which is reported as change in fair value of SAFE in the condensed consolidated statement of operations. Because all outstanding SAFE agreements converted into common stock on May 7, 2026, no change in fair value of SAFE was recognized during the three months ended September 30, 2026.

Accordingly, there was no SAFE liability outstanding as of September 30, 2026.

The following table presents the reconciliation of the SAFE liability measured at fair value on a recurring basis:


Beginning balance – December 31, 2025	$	11,715
Proceeds received under SAFE agreements		3,365
Change in estimated fair value		4,625
Conversion to common stock		(19,705	)
Ending balance – September 30, 2026	$	—

Variable Interest Entities

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 and the Weyerhaeuser Lease (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.

As of September 30, 2026, the Company has consolidated FRE Australia, a variable interest entity. As of December 31, 2025, the Company consolidated FRE Australia, including Southeast Metals LLC ("SEM"), which were variable interest entities. In connection

with exercising the option to acquire the mining lease from SEM as described in Note 6, we derecognized our non-controlling interest in SEM as of August 20, 2026, and we no longer hold a variable interest in SEM.

The carrying amounts of the consolidated variable interest entities' assets and liabilities were as follows as of September 30, 2026 and December 31, 2025:


	September 30, 2026		December 31, 2025
ASSETS
Current assets
Cash and cash equivalents	$	148	$	10,922
Prepaid expenses and other current assets		443		118
Total current assets		591		11,040
Non-current assets
Property and equipment, net		873		362
Mineral interests, which includes $0 and $2,275 related to SEM, respectively		23,615		23,327
Other non-current assets		138		42
Total non-current assets		24,626		23,731
Total assets	$	25,217	$	34,771

LIABILITIES
Current liabilities
Accounts payable	$	429	$	362
Accrued expenses		551		22
Lease liability, current		91		23
Other current liabilities		55		11
Total current liabilities		1,126		418
Non-current liabilities
Other non-current liabilities		40		20
Total non-current liabilities		40		20
Total liabilities	$	1,166	$	438

In connection with the exercise of the SEM option described in Note 6 – Mineral Interests, the Company no longer holds a variable interest in SEM and SEM is no longer consolidated. Upon deconsolidation, the Company derecognized the $2,275 noncontrolling interest. FRE Australia's creditors do not have recourse to the general credit of the primary beneficiary.

Property and Equipment, net

Property and equipment, net consisted of the following:


	September 30, 2026			December 31, 2025
Computer and office equipment	$	354		$	50
Machinery equipment		510			143
Vehicles		477			228
Total property and equipment		1,341			421
Less: accumulated depreciation		(147	)		(31	)
Property and equipment, net	$	1,194		$	390

Depreciation expense was $62 and $4 for the three months ended September 30, 2026 and 2025, respectively, and $121 and $7 for the nine months ended September 30, 2026 and 2025, respectively.

Mineral Interests

Mineral interests consisted of the following:


	September 30, 2026		December 31, 2025
Beginning balance	$	23,327	$	—
Acquired mineral interests		—		23,223
SEM option exercise		100		—
Capitalized land option payments		188		104
Ending balance	$	23,615	$	23,327

Mineral interests include acquired interests in exploration stage properties, including the costs of options to acquire such properties. Exploration costs are expensed as incurred. Costs of rights or options to explore and lease properties are considered exploration costs and expensed as incurred. As of September 30, 2026, the mineral interests capitalized are held by FRE Australia, whereas the costs of arrangements entered into by AMBPL have been expensed as incurred. In the event that the Company exercises its options under one or more option agreements and begins commercial exploration, it will be required to make royalty payments based on a percentage of production revenue as defined in the agreements.

In connection with the Company’s Mineral Rights Assignment and Covenants Agreement (the “Greenfield Agreement”), and following the completion of the Offering, the Company issued 19,052 shares of its common stock to Greenfield Exploration Ltda. and Focus Capital Partners Pty Ltd. The issuance represents equity consideration in lieu of cash for a portion of the contractual payment obligations triggered by the Offering, consistent with the terms of the Greenfield Agreement.

On July 31, 2026, Foothills Rare Earths, LLC ("FRE US") exercised its option under a Third Amendment to the Option and Project Evaluation Agreement with SEM and its members to acquire and assume the Mining Lease Agreement dated October 1, 2020 between SEM and Weyerhaeuser Company, as amended (the "Weyerhaeuser Lease"). On August 20, 2026, SEM assigned the Weyerhaeuser Lease to FRE US for consideration of $375 in cash and 165,153 shares of the Company's common stock issued in a private placement exempt from registration under the Securities Act of 1933, as amended.

On June 30, 2026, the Company, through its subsidiary AMBPL, delivered notice of exercise of its option to acquire certain mining rights in Brazil (the "GMC Option"), as described in the Prospectus. The exercise price was payable solely in shares of the Company's common stock, determined using the $19.00 initial public offering price. Prior to settlement, the area of one of the underlying exploration applications was reduced, which proportionately reduced the exercise price and the number of shares issuable from the 271,579 shares previously disclosed. In September 2026, following execution of definitive subscription agreements, the Company issued 262,086 shares of common stock in settlement of the exercise price. The total value of the option exercise was $4,979 which was expensed to exploration and evaluation expenses in the condensed consolidated statement of operations for the three and nine months ended September 30, 2026.

Weyerhaeuser Lease

On August 20, 2026, FRE US acquired the Weyerhaeuser Lease through an assignment from SEM. The Weyerhaeuser Lease is a mining lease effective October 1, 2020, located in Harris and Talbot Counties, Georgia. It provides for annual rental payments of $75, subject to annual inflation adjustment, which began in the fourth lease year commencing October 1, 2023, and a 5% royalty on rare earth products and byproducts produced from the lease area.

Common Stock

Common Stock of REA Inc.

Holders of common stock are entitled to one vote per share. Holders of common stock are entitled to receive dividends that may be declared from time to time by the Board of Directors. The common stock is not redeemable at the option of the holder.

As of September 30, 2026, the Company had reserved shares of common stock for future issuance as follows:


	September 30, 2026
Common stock warrants		923,781
2025 Equity Incentive Plan:
Unvested RSUs		170,904
2026 Equity Incentive Plan:
Unvested RSUs		187,572
Unvested PSUs		420,000
Shares available for future grants		1,242,428
		2,944,685

Stock-Based Compensation

On August 12, 2025, the Company's Board of Directors adopted the Rare Earth Americas Ltd. 2025 Equity Incentive Plan (the “2025 Plan”). The 2025 Plan provides for the grant of stock-based awards to employees, directors, and consultants. Under the 2025 Plan, 1,500,000 shares were reserved for stock-based compensation in the form of options, restricted stock units, or other stock-based awards. Shares issued under the 2025 Plan shall be drawn from authorized and unissued shares.

On April 10, 2026, the Company's stockholders approved the Rare Earths Americas, Inc. 2026 Equity Incentive Plan (the "2026 Plan"), which became effective in connection with the Company's IPO and superseded the 2025 Plan. The 2026 Plan provides for the grant of stock-based awards to employees, directors, and consultants, and 1,850,000 shares were reserved for issuance thereunder.

Through July 21, 2025, some Rare Earths Americas Limited (“REA Australia”) employees that provided services to Alpha were eligible to participate in equity-settled stock-based compensation plans that REA Australia operates for its employees and consultants. None of REA Australia's plans are cash-settled.

Restricted Stock Awards (“RSAs”)

During the three and nine months ended September 30, 2025, the Company granted 60,000 RSAs to a director and 195,000 RSAs to nonemployees under the 2025 Plan. Their weighted-average grant date fair values were $6.42 and $6.63 per share, respectively. The RSAs vested upon issuance. The grant date fair value was determined using a Black-Scholes option pricing model applied to the Company’s equity value that was calculated using contemporaneous transactions with third parties in the Company’s equity. The total fair value of RSAs that vested during the three and nine months ended September 30, 2025 was $385 for the director and $1,292 for nonemployees.

Restricted Stock Units (“RSUs”)

During the nine months ended September 30, 2026, the Company granted RSUs to its employees, directors and consultants under the 2025 Plan and the 2026 Plan. RSUs granted prior to the IPO to employees and consultants have both service-based and performance-based vesting conditions, and RSUs granted prior to the IPO to directors have service-based vesting conditions only. The performance-based vesting condition was satisfied upon the completion of the IPO on May 7, 2026. RSUs granted on or after the IPO have service-based vesting conditions only. The service-based vesting condition is generally satisfied over one year, and the awards cliff vest on the one-year anniversary of the grant date, except for certain RSUs granted to employees in May 2026, which vest over three years. The grant-date fair value of RSUs granted during the period was determined using the valuation methodologies described below.

The fair value of RSUs granted prior to the IPO was determined using a PWERM, assuming an (i) IPO and (ii) corporate transaction scenario. The expected economic outcome under each scenario was estimated and then probability-weighted based on management's assumptions to arrive at an overall fair value as of the valuation date. In the IPO scenario, the RSUs are valued based on an expected IPO price, which is discounted for the lack of marketability between the valuation date and the future expected IPO date. In a corporate transaction scenario, the total equity value was determined based on a market approach and allocated to the RSUs using the option pricing method ("OPM"). At issuance, the key assumptions used in pricing these RSUs were the expected timing of the Company's IPO, estimated IPO price, common stock price used in the change of control scenario, probability weighting of the change of control scenarios, and discount for lack of marketability.

Following the completion of the IPO on May 7, 2026, the Company's common stock became publicly traded on the NYSE American under the symbol "REA." The grant-date fair value of RSUs granted on or after the IPO is determined based on the closing price of the Company's common stock on the date of grant, and the probability-weighted scenario methodology described above is no longer applied to such grants.

The following table summarizes the assumptions used in the IPO scenario to estimate the fair value of the RSUs granted prior to the IPO:


Expected IPO Date		5/8/2026
Expected IPO Price per Share		$19.00
Discount for Lack of Marketability		7.0%
Probability of Occurring		85.0%

The following table summarizes the assumptions used in the OPM to estimate the fair value of the RSUs granted prior to the IPO:


Expected term (in years)		0.75
Expected Volatility		129%
Risk-free interest rate		3.68%
Expected dividend yield		0%
Discount for Lack of Marketability		20.0%

The discount for lack of marketability was determined considering quantitative models, empirical studies, and market data.

Activity during the nine months ended September 30, 2026 in RSUs related to employees and directors was as follows:


	Number of Shares			Weighted-Average Grant Date Fair Value
Unvested Balance—December 31, 2025		736,610		$	6.48
Granted		357,739			16.76
Vested		(711,871	)		6.57
Forfeited		(29,002	)		8.07
Unvested Balance—September 30, 2026		353,476		$	16.75

The total fair value of RSUs held by employees and directors that vested during the three and nine months ended September 30, 2026 was $2,399 and $14,808, respectively, measured based on the fair value of the Company's common stock on the vesting date.

Stock-based compensation expense related to RSUs held by employees and directors was $1,102 and $6,681 for the three and nine months ended September 30, 2026, respectively. No such expense was recognized for the three and nine months ended September 30, 2025.

Activity during the nine months ended September 30, 2026 in RSUs related to nonemployees was as follows:


	Number of Shares			Weighted-Average Grant Date Fair Value
Unvested Balance—December 31, 2025		180,988		$	6.44
Granted		5,000			14.70
Vested		(165,988	)		6.44
Forfeited		(15,000	)		6.42
Unvested Balance—September 30, 2026		5,000		$	14.70

The total fair value of RSUs held by nonemployees that vested during the three and nine months ended September 30, 2026 was $1,887 and $2,676, respectively, measured based on the fair value of the Company's common stock on the vesting date.

Stock-based compensation expense related to RSUs held by nonemployees was $143 and $1,111 for the three and nine months ended September 30, 2026, respectively. No such expense was recognized for the three and nine months ended September 30, 2025.

Performance Stock Units (“PSUs”)

On August 12, 2026, the Company granted 420,000 PSUs under the 2026 Plan to certain employees and directors. The PSUs vest in four equal tranches upon the achievement of specified 20-day volume-weighted average stock price hurdles during a three-year performance period, subject to continued service. Any tranche for which the stock price hurdle is not achieved during the performance period will be forfeited.

The grant-date fair value of the PSUs of $5,100, or $12.14 per PSU, and the derived service periods were determined using a Monte Carlo simulation. Key assumptions included expected volatility of 120%, a risk-free interest rate of 4.25% and an expected dividend

yield of 0%. Compensation expense is recognized on a straight-line basis over the average derived service period of the tranches of approximately 0.7 years.

Activity during the nine months ended September 30, 2026 in PSUs was as follows:


	Number of Shares		Weighted-Average Grant Date Fair Value
Unvested Balance—December 31, 2025		—	$	—
Granted		420,000		12.14
Vested		—		—
Forfeited		—		—
Unvested Balance—September 30, 2026		420,000	$	12.14

The Company recognized $1,033 in stock-based compensation expense related to the PSUs granted during the three and nine months ended September 30, 2026.

Warrants

In connection with the Company's acquisition of FRE Australia in July 2025, the Company granted warrants which are considered stock-based compensation. The Company recognized a reduction in stock-based compensation expense of $320 and stock-based compensation expense of $219 for these warrants during the three and nine months ended September 30, 2026, respectively, and stock-based compensation expense of $139 during each of the three and nine months ended September 30, 2025. As of September 30, 2026 and December 31, 2025, the fair value of these warrants was $522 and $303, respectively, and all 62,147 of these warrants granted remain outstanding.

Stock-Based Compensation Expense

Stock-based compensation expense included in the condensed consolidated statements of operations was as follows:


	For the Three Months Ended September 30,
	2026		2025
General and administrative expenses:
Stock-Based Compensation Expense — Directors	$	669	$	385
Stock-Based Compensation Expense — Employees		1,146		139
Stock-Based Compensation Expense — Consultants		143		1,292
Total stock-based compensation expense	$	1,958	$	1,816

	For the Nine Months Ended September 30,
	2026		2025
General and administrative expenses:
Stock-Based Compensation Expense — Directors	$	2,140	$	385
Stock-Based Compensation Expense — Employees		5,793		139
Stock-Based Compensation Expense — Consultants		1,111		1,292
Total stock-based compensation expense	$	9,044	$	1,816

As of September 30, 2026, total stock-based compensation expense related to unvested units not yet recognized was $8,028, which is expected to be recognized over a weighted-average period of 1.2 years. The performance-based vesting condition of certain RSUs was satisfied upon the consummation of the Company's IPO on May 7, 2026 and $5,327 in stock-based compensation expense was immediately recognized. Remaining unrecognized compensation cost as of September 30, 2026 relates to awards subject to continued service requirements, including awards for which the liquidity-based performance condition has been satisfied and awards that vest upon the completion of specified service periods.

As of September 30, 2026, total stock-based compensation expense includes $7,544 for unvested and unsettled awards, $1,281 for vested and settled awards, and $219 related to warrants.

Accrued Expenses and Other Non-Current Liabilities

The Company's accrued expenses consist of the following as of September 30, 2026 and December 31, 2025:


	September 30, 2026		December 31, 2025
Accrued compensation and payroll taxes	$	583	$	825
Accrued exploration costs		527		—
Accrued professional fees		190		44
Deferred offering costs		—		229
Accrued other		102		113
Total Accrued expenses	$	1,402	$	1,211

The Company's other non-current liabilities consist of the following as of September 30, 2026 and December 31, 2025:


	September 30, 2026		December 31, 2025
Stock-based compensation liability	$	522	$	303
Lease liability - non-current		182		20
Labor contingency		62		47
Total Other Non-Current Liabilities	$	766	$	370

10.

Debt

SAFE

In late December 2025, the Company entered into SAFE agreements to raise $15,080. The SAFE automatically converted into shares of the Company's common stock upon the completion of the Company's IPO in accordance with their contractual terms. Upon conversion, the SAFE agreements converted into an aggregate of 1,037,100 shares of common stock at a conversion price of $14.54.

At the time of conversion, the SAFE liability had a carrying value of $19,705, which was determined based on the fair value of the shares issued upon conversion measured at the Company’s $19.00 initial public offering price per share, resulting in approximately $19,705 recorded to additional paid-in capital.

Convertible related party loan - BRC Loan Agreement

In June 2025 AMBPL entered into a loan agreement with BRC, a related party, whereby amounts previously paid by BRC on AMBPL's behalf were formalized into a note payable to BRC. At the inception of the loan agreement, the outstanding balance was $575. The loan was modified in November 2025 and determined to be an extinguishment. As of December 31, 2025, the loan had an outstanding principal and accrued interest balance of $1,123.

In connection with the completion of the Company's IPO, the outstanding balance under the BRC loan converted into 201,807 shares of the Company's common stock at a fixed conversion price of $6.55 per share. On the conversion date, the loan had a carrying value of $1,322, consisting of principal, accrued interest, and accrued Brazilian financial transaction tax (IOF). Upon conversion, the carrying value of the loan balance of approximately $1,322 was reclassified to additional paid-in capital. Accordingly, no gain or loss was recognized in the condensed consolidated statements of operations during the three and nine months ended September 30, 2026. No amounts remained outstanding under the loan following its conversion.

During the three and nine months ended September 30, 2026, we recorded interest expense of $0 and $58, respectively, through the date of conversion. As of September 30, 2026 and December 31, 2025, we had accrued interest payable of $0 and $152, respectively.

11.

Related Party Transactions

REA Australia

REA Australia was the sole shareholder of AMBPL until July 22, 2025. Prior to this date, certain shared costs were allocated to the Company by REA Australia and reflected as expenses in the consolidated financial statements. These allocated shared costs were $11 and $74 for the three and nine months ended September 30, 2025 and consisted primarily of executive remuneration and stock-based compensation, and to a lesser extent exploration costs. There are no similar costs in the period ended September 30, 2026.

Board of Directors

The Company paid Board compensation to entities controlled by certain members of the Board of Directors. Certain directors provide

service through a limited liability company (“LLC”), which is wholly owned and controlled by the respective director. Director compensation was $79 and $236 for the three and nine months ended September 30, 2026, respectively. The Company did not incur director compensation during the three and nine months ended September 30, 2025. Amounts owed to these LLCs as of September 30, 2026 and December 31, 2025 were $0 and $13, respectively, which are included in accrued liabilities.

12.

Commitments and Contingencies

Unasserted legal claim

The Company uses third-party labor providers to support certain operations. In connection with this model, there is an unasserted, labor-related contingency that could, under certain circumstances, give rise to secondary exposure for the Company if the applicable contractor were unable to satisfy any settlement or judgment. As of the reporting date, no claims have been filed or asserted directly against the Company, and the contractor has not indicated any unwillingness or inability to meet its legal obligations. The contractor remains the primary obligor with respect to any such obligations, and any potential exposure to the Company, if ultimately incurred, would be secondary to the contractor’s primary responsibility.

Based on management’s assessment of the information currently available, the Company determined that a loss related to this matter is probable and reasonably estimable. The Company's balance sheets as of September 30, 2026 and December 31, 2025, include other non-current liabilities of $62 and $47, respectively, for this matter.

The Company will continue to monitor developments and update its estimates as additional information becomes available.

13.

Segment Reporting

Operating segments are defined as components of an entity engaged in business activities from which they may recognize revenues and incur expenses, and about which discrete financial information is available and evaluated regularly by the entity's chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance.

The Company has two reportable segments due to their geographical location: United States Mining Operations and Brazil Mining Operations. Our Brazil Mining Operation is comprised of AMBPL, which primarily operates three sites in Brazil. Our United States Mining Operation is comprised of FRE Australia (and its wholly owned subsidiary Foothills Rare Earths, LLC), a consolidated variable interest entity, which conducts exploration activities in the Foothills Rare Earths District (the “District”) in the state of Georgia through the Weyerhaeuser Lease, option agreements and Exploration & Drilling Agreements (“EDAs”). Prior to the acquisition of FRE Australia, the Company had one reportable segment.

The Company’s CODM has been identified as the Chief Executive Officer, who focuses on segment operating loss as the measure of performance to evaluate different segments and to make decisions to allocate resources and evaluate exploration progress. Exploration and evaluation and general and administrative expenses are the significant segment expenses included in the measure of segment operating loss and used to monitor budget versus actual results.

The following table summarizes the Company's long-lived assets, which includes mineral interests by geographic region as of September 30, 2026 and December 31, 2025:


	September 30, 2026		December 31, 2025
United States	$	24,498	$	23,688
Brazil		311		29
Total Long-lived assets	$	24,809	$	23,717

Assets other than long-lived assets are not regularly reported to the CODM on the segment basis because they consist primarily of cash and assets not specific to a segment.

Significant segment expense included in the measure of segment profit or loss are shown below and reconciled to net loss before taxes for the three and nine months ended September 30, 2026 and 2025:


For the three months ended September 30, 2026	United States Mining Operations			Brazil Mining Operations			Total
Operating expenses:
Exploration expenses	$	3,537		$	8,077		$	11,614
General and administrative expenses		32			134			166
Depreciation expense		55			5			60
Total operating expenses		3,624			8,216			11,840
Segment operating loss	$	(3,624	)	$	(8,216	)	$	(11,840	)
Reconciling items
Corporate and other expenses								(3,782	)
Interest income								364
Interest expense								(19	)
Change in fair value of warrants								4,437
Loss before income taxes							$	(10,840	)


For the nine months ended September 30, 2026	United States Mining Operations			Brazil Mining Operations			Total
Operating expenses:
Exploration expenses	$	9,153		$	9,092		$	18,245
General and administrative expenses		61			668			729
Depreciation expense		109			10			119
Total operating expenses		9,323			9,770			19,093
Segment operating loss	$	(9,323	)	$	(9,770	)	$	(19,093	)
Reconciling items
Corporate and other expenses								(14,109	)
Interest income								994
Interest expense								(93	)
Foreign exchange loss								(3	)
Change in fair value of SAFE								(4,625	)
Change in fair value of warrants								(3,482	)
Loss before income taxes							$	(40,411	)


For the three months ended September 30, 2025	United States Mining Operations			Brazil Mining Operations			Total
Operating expenses:
Exploration expenses	$	578		$	1,177		$	1,755
General and administrative expenses		7			203			210
Depreciation expense		3			1			4
Total operating expenses		588			1,381			1,969
Segment operating loss	$	(588	)	$	(1,381	)	$	(1,969	)
Reconciling items
Corporate and other expenses								(2,487	)
Transaction costs								(90	)
Interest income								52
Interest expense								(79	)
Change in fair value of warrants								61
Loss before income taxes							$	(4,512	)


For the nine months ended September 30, 2025	United States Mining Operations			Brazil Mining Operations			Total
Operating expenses:
Exploration expenses	$	578		$	1,342		$	1,920
General and administrative expenses		7			405			412
Depreciation expense		3			4			7
Total operating expenses		588			1,751			2,339
Segment operating loss	$	(588	)	$	(1,751	)	$	(2,339	)
Reconciling items
Corporate and other expenses								(2,803	)
Transaction costs								(247	)
Interest income								52
Interest expense								(138	)
Change in fair value of warrants								61
Loss before income taxes							$	(5,414	)

14.

Subsequent Events

In connection with the Offering, the Company’s directors and executive officers agreed with the underwriters not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any of the Company’s common stock or securities convertible into common stock for a period of 180 days after the closing of the Offering. Following the expiration of this lock-up period, on November 4, 2026, the Company issued 689,239 shares of common stock to certain executive officers and directors upon settlement of vested RSUs. To meet the related tax withholding requirements for the net settlement of the vested RSUs, the Company withheld 240,600 shares underlying such equity awards, resulting in net issuance of 448,639 shares of common stock, and paid $1,978 for the related taxes withheld.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of the financial condition and results of operations of REA includes information that REA’s management believes is relevant to an assessment and understanding of the Company’s historical operations. You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited financial statements for the three and nine months ended September 30, 2026 and 2025 and the respective notes thereto, which are included elsewhere in this Quarterly Report on Form 10-Q, as well as our audited financial statements for the years ended December 31, 2025 and 2024 and the respective notes thereto previously filed with the SEC.

This discussion also contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 related to our current plans, estimates and assumptions, and events and financial trends that may affect our future operating results or financial position. We use terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “design,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “positioned,” “potential,” “predict,” “seek,” “should,” “target,” “will,” “would,” and other similar expressions to identify forward-looking statements. The forward-looking statements contained herein involve risks and uncertainties that could cause our actual results and the timing of events to differ materially from those expressed in these forward-looking statements due to a number of factors, including those discussed in “Special Note Regarding Forward-Looking Statements” appearing elsewhere in this Quarterly Report on Form 10-Q.

Any reference in this section to “we”, “us”, “our”, “REA”, or the “Company” refers to Rare Earths Americas, Inc. and our consolidated subsidiaries for the periods subsequent to the formation of Rare Earths Americas Ltd. on February 28, 2025 or, as the context requires, to the historical results of Alpha Minerals Brazil Participações Ltda “AMBPL.” Any reference to AMBPL refers to AMBPL prior to the consummation of the Acquisitions (as defined below). Refer to the discussion of “Our Corporate and Operating History and the Related Financial Information Reflected in Our Reported Results” for additional details regarding the operations that comprise REA for the reporting periods discussed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”).

Overview

Our Corporate and Operating History and the Related Financial Information Reflected in Our Reported Results

In February 2025, we were incorporated as Rare Earths Americas Ltd., under the laws of the Cayman Islands, for the purposes of acquiring AMBPL and Foothills Rare Earths Limited (“FRE Australia”) in two transactions that were contingent upon the completion of each other (the “Acquisitions”), as well as to raise the initial capital necessary to support the continued operations of the acquired and combined entities in a private placement transaction (“Private Placement”). The acquisition of AMBPL, a company organized under the laws of Brazil and with a history of exploration activities primarily conducted at two sites in Brazil, and the acquisition of FRE Australia, an Australian incorporated public unlisted Corporation that had performed limited exploration activities in the United States, were both completed on July 22, 2025 (the “Merger Date”). Consideration for the Acquisitions consisted of REA common shares issued to the former shareholders of each entity and, in the case of FRE Australia, the issuance of warrants exercisable for shares of REA’s common stock in exchange for FRE Australia’s previously outstanding options. The Private Placement, which resulted in the raise of $15.9 million after transaction costs, was completed on July 30, 2025. We subsequently completed a re-domestication through the filing of a certificate of conversion, becoming a Texas corporation on October 15, 2025. Following the redomestication, our name changed to Rare Earths Americas, Inc.

We determined that our acquisition of AMBPL is a transaction between entities under common control because the former sole shareholder of AMBPL, Rare Earths Americas Limited (“REA Australia”), retained control of AMBPL through its majority ownership in REA. Furthermore, as (1) our activities through the Merger Date were limited to administrative tasks supporting the Acquisitions and Private Placement and (2) we succeeded to substantially all of the operations of AMBPL, we determined that AMBPL is the predecessor entity to REA for financial statements purposes. As REA and AMBPL were determined to be entities under common control, the acquisition of AMBPL’s net assets were recorded at their historical carrying amounts and these financial statements reflect REA and AMBPL on a consolidated basis for periods following REA’s incorporation in February 2025. Periods prior to February 2025 relate solely to the predecessor operations of AMBPL. FRE Australia was determined to be a variable interest entity and its acquisition was an asset acquisition. See “Note 4 – Asset Acquisition and Variable Interest Entity” in our financial statements for the years ended December 31, 2025 and 2024 included in our final prospectus filed pursuant to Rule 424(b)(4) on May 7, 2026 (File No. 333-295032) (the “Prospectus”). The operating results and cash flows of FRE Australia are reflected in our consolidated results of operations and statement of financial condition for reporting periods subsequent to the Merger Date.

Our Business and Our Strategy

We are an exploration-stage company focused on advancing a portfolio of critical mineral projects targeting high-grade heavy rare earth mineral assets. Our portfolio includes three material projects - Alpha, Constellation, and the Foothills Rare Earths (FRE) district, along with certain non-material early-stage exploration projects, most notably our Homer Project in Goiás, Brazil. FRE's property portfolio includes both material properties, such as Shiloh, and early-stage exploration projects that are not considered material, including Liberty Peak and other district-scale exploration targets. All of our properties are currently in exploration stage, and we have not yet commenced mining operations or generated any revenue. Our current operations are focused on defining mineralization for our projects and increasing

our understanding of the characteristics and economics of each project. We hold, or hold options to purchase or lease, mining rights to the properties we are exploring. Those options are described in detail in "Note 6 – Mineral Interests" in our financial statements for the years ended December 31, 2025 and 2024. Advancing these projects to development will require significant capital.

We intend to grow the value of our assets by: (1) advancing our project portfolio through land acquisition, drilling, exploration, land consolidation, process flowsheet development, resource definition, metallurgical test work, permitting, and engineering studies in accordance with S-K 1300; (2) pursuing strategic partnerships and financing to accelerate project development; and (3) developing a U.S.-aligned platform to strengthen critical mineral supply chains.

We have assembled a team with extensive mining sector-related experience, including exploration, development, permitting, operations and capital markets, to execute our strategy and pursue the market opportunity available to us.

During the second quarter of 2026, we completed our initial public offering. As of September 30, 2026, we had approximately $68.3 million of cash, cash equivalents and short-term investments. Based on our current operating plans, we believe these resources will be sufficient to fund our anticipated cash requirements for at least the next twelve months.

Our results of operations for the nine months ended September 30, 2026 were affected by non-cash stock-based compensation expense and changes in the fair value of warrant and SAFE liabilities. Net cash used in operating activities was $17.1 million for the nine months ended September 30, 2026, reflecting continued expenditures on exploration activities in the United States and Brazil, as well as costs associated with operating as a public company.

Recent Developments

Brazil Mining Operations Segment

Alpha Project

On September 9, 2026, the Company announced updated geological modeling and program developments at its 100%-owned Alpha Project in Bahia, Brazil. The Alpha Project is an Ionic Adsorption Clay (“IAC”) deposit which hosts an Inferred mineral resource of 202 million tonnes at 1,520 ppm total rare earth oxide (“TREO”), at a 1,000 ppm TREO cut-off. Magnetic rare earths including neodymium and praseodymium (“NdPr”) and dysprosium and terbium (“DyTb”) make up approximately 21% and 3% of the TREO basket, respectively. No new exploration results are reported in connection with this announcement; the information described below represents a re-interpretation of previously reported drilling data.

Updated geological modeling indicates that portions of the current Inferred resource may have been constrained by the practical depth limits of historical auger drilling, which averaged 16.5 meters, rather than by the true extent of the mineralized horizon. This updated modeling suggests that mineralization is open at depth and may extend below the current resource model. The modeling also indicates a trend toward increasing concentrations of heavy rare earth oxides (“HREOs”), including dysprosium and terbium. In addition, yttrium grades exceeding 300 ppm and gadolinium grades exceeding 40 ppm persist to the end of multiple drill holes. Whether this trend continues at depth and its implications for project economics have not been established and remain subject to confirmation through ongoing drilling and technical evaluation.

The Company is conducting a 13,400-meter reverse circulation (“RC”) drilling program at Alpha designed to test mineralization below historical auger depths, advance resource conversion from Inferred toward Indicated and Measured classifications, and evaluate HREO enrichment potential at depth. There is no certainty that the RC program will result in resource expansion or classification conversion, or that the Initial Assessment (“IA”) will demonstrate favorable project economics.

Concurrently, the Company continues to advance the previously announced IA, which is preliminary in nature, and is based in part on Inferred mineral resources. The Company is nearing the completion of the report, and it is anticipated to be completed in the first quarter of 2027. The IA will outline a preliminary mine production schedule and economics for the Project.

During the quarter, the Company commenced environmental baseline studies in support of a Brazilian Preliminary License (“LP”) application, which the Company is targeting to submit by year-end 2027. There can be no assurance that required permits will be obtained on the anticipated timeline or at all.

The technical information in this section has been reviewed and approved by Leandro Coracini Ollita, Qualified Person registered with the Brazilian Commission for Resources and Reserves (CBRR), Registration No. 023160, and an employee of a wholly-owned Brazilian subsidiary of the Company, within the meaning of Regulation S-K 1300.

Homer Project (Homer-A), Goiás, Brazil

On July 7, 2026, the Company reported exploration results from Homer-A. These included a ring-shaped magnetic anomaly of more than 35 km², with a major axis exceeding 6.5 kilometers, defined from drone-airborne magnetometry; a campaign of 625 soil samples; and 133 meters of auger drilling in eight holes, four of which returned TREO grades higher than 1,000 ppm. The results of this early exploration gave the Company confidence to commence a 15,000 meter drill program at Homer-A, supported by a $5.0 million budget for 2026.

On September 23, 2026, the Company reported initial assay results from approximately 1,250 meters of RC drilling. The results covered 11 of the 12 holes drilled into the primary geochemical anomaly, across an initial tested area of approximately 2.15 km², and all 11 holes intersected rare earth mineralization in the near-surface soil and saprolite profile. The initial drill results identified broad zones of near-surface rare earth mineralization within the weathered clay and saprolite profile. Multiple drill intercepts returned greater than 2,000 ppm TREO over intervals exceeding 10 meters in thickness. Higher-grade intervals exceeding 4,000 ppm TREO were characterized by elevated concentrations of magnetic rare earth elements, averaging more than 70% combined neodymium-praseodymium (“NdPr”) and heavy rare earth oxides (“HREOs”), including more than 4.5% combined dysprosium and terbium (“DyTb”).

As of September 30, 2026, the Company has drilled approximately 9,000 meters of holes, including 7,200 meters of RC and 1,800 meters of diamond drilling, at Homer-A. In addition, metallurgical testing is underway to evaluate the leachability and potential recoverability of the rare earth mineralization. The testing is designed to determine whether the rare earth elements are weakly adsorbed to clay minerals and therefore amenable to extraction through leaching, a characteristic commonly associated with ionic adsorption clay (“IAC”) deposits. The Company is on-track to complete its 15,000 meter drill program by year-end and is targeting publication of an initial mineral resource estimate for Homer-A in 2027.

The Homer-A project is an early-stage exploration project and is not currently considered a material property. No mineral resource or mineral reserve has been estimated for Homer-A. The results described above are exploration results. There can be no assurance that further exploration will result in the delineation of a mineral resource or that any mineralization will be economically extractable.

Subsequent Events (after September 30, 2026)

Constellation Project

On October 7, 2026, the Company announced that it had commenced an Initial Assessment at the Constellation Project. The Initial Assessment is expected to include an initial mine plan, rare earth annual production potential, a metallurgical review, an infrastructure assessment, a permitting overview and preliminary project economics. The Company is targeting completion of the Constellation Initial Assessment in mid-2027.

Constellation consists of 21 mineral tenements/titles covering approximately 59.5 km² within the Poços de Caldas alkaline complex, with the resource currently defined on approximately 16 km² of that package, in proximity to advanced-stage rare earth projects in one of the world's most significant districts for ionic adsorption clay and heavy rare earth development. The Project currently hosts an inferred mineral resource of 266.2 million tonnes at 2,637 ppm TREO at a 1,000 ppm TREO cut-off, with magnet rare earths neodymium praseodymium (“NdPr”) and dysprosium and terbium (“DyTb”) making up approximately 21% and 1% of the TREO basket, respectively.

Alpha Project

On November 2, 2026, the Company announced metallurgical test results at its Alpha ionic adsorption clay rare earth project in Bahia, Brazil. SGS Geosol Laboratórios Ltda. (SGS) laboratory testing achieved approximately 40% rare earth leach recovery (excluding cerium), compared with the 27% recovery assumption in Alpha’s Technical Report Summary — a 48% relative improvement under different test conditions. This key metallurgical input is now available for Alpha’s IA, over 80% complete, which remains targeted for release in the first quarter of 2027.

United States Mining Operations Segment

Foothills Rare Earths District, Georgia, USA

On July 29, 2026, the Company announced that its exploration activities in Georgia, which had centered on the Shiloh property, had been expanded to the Foothills Rare Earths District (the “District”). The District incorporates the Shiloh property, the Liberty Peak property and three additional exploration target areas (Targets 1, 2 and 3).

The Company reported that the District exploration area covers approximately 408,000 acres, including the original Shiloh target area of over 22,000 acres. These figures describe the exploration area, which includes prospective land that remains subject to finalized land and access agreements, and are not the Company’s land position.

At Shiloh over 6,700 meters were drilled in the third quarter of 2026 to continue to test and increase the confidence that a broader monazite-bearing sands system exists. In total approximately 15,200 meters have been drilled for the nine month period ending September 30, 2026, including approximately 8,600 meters of sonic, 3,600 meters of direct push and 3,000 meters of diamond holes.

At Liberty Peak, the Company drilled over 2,400 meters during the third quarter of 2026. For the nine month period ending September 30, 2026 the Company drilled approximately 4,800 meters, including approximately 2,400 meters of sonic and 2,400 meters of direct push holes. Exploration results support the Company's interpretation that the monazite-bearing sands system may extend beyond the Shiloh property into adjacent areas within the District. Drilling at Liberty Peak, located more than 50 kilometers from Shiloh, intersected monazite-bearing sands with geological characteristics similar to those identified at Shiloh.

Across the FRE district, the Company has completed approximately 20,000 meters of holes for the nine month period ending September 30, 2026 and is on track to meet its target of 28,000 meters by year-end 2026. The results from this extensive drill program continue to support the exploration thesis that an extensive monazite-bearing sands system exists at the FRE District. The data received from this

exploration campaign will be used to support an initial mineral resource estimate for FRE and is expected to be published in the first half of 2027.

As of September 30, 2026, the Company’s active land position under Exploration & Drilling Agreements (“EDAs”), mining leases and option agreements totaled 4,458 acres across the District. In addition, the Company held an exploration permit for the preliminary evaluation of prospective properties covering 6,198 acres, compared to over 11,500 acres as of June 30, 2026. The decrease primarily reflects the expiration of short-term access agreements.

After the quarter-end the Company has also commenced its planned 260,000+ acres of airborne radiometric and magnetic surveys to help identify additional exploration targets across the District.

The District is at an exploration stage. No mineral resource or mineral reserve has been estimated for the District, and there can be no assurance that further exploration will result in the delineation of a mineral resource. The results described above are exploration results and are insufficient to define a mineral resource.

Board Leadership

In August 2026, Dan Shribman’s role as Chairman of the Board was elevated to Executive Chairman. In September 2026, Hugo Schumann was appointed Lead Independent Director.

Summary of Historical Operations and Expected Trends

General

As an exploration-stage company, we have not begun to generate operating revenues, nor can we expect to generate operating revenues in the foreseeable future. Our financial results reported for the three and nine months ended September 30, 2026 and 2025 are not reflective of our expectations for our ongoing operations, as further discussed in the sections titled “Factors that Will Impact Our Exploration Costs” and “Factors that Will Impact Our General and Administrative and Other Operating Costs” included in the Prospectus.

Results of Operations

Summary

We have no operating revenues. We are dependent on equity or other external financings to fund the execution of our business plans and operations, including mineral exploration and evaluation for economic viability; general and administrative (“G&A”) costs; interest expense and other costs. We expect to incur operating losses until such time that an economic mineral resource is identified, developed and put into profitable commercial production.

Comparison of three and nine months ended September 30, 2026 and 2025

The following tables set forth our historical results for the periods indicated, and the variances in amounts reported for the comparable reporting periods (dollars in thousands), percent changes are not included as they are not meaningful in this comparison:


	For the three months ended September 30,						Change
	2026			2025			$
Statements of Operations Data:
Operating expenses:
Exploration expenses	$	11,614		$	1,755		$	9,859
General and administrative expenses		3,946			2,697			1,249
Depreciation expense		62			4			58
Transaction costs		—			90			(90	)
Total operating expenses		15,622			4,546			11,076
Operating loss		(15,622	)		(4,546	)		(11,076	)
Other income (expense):
Interest income		364			52			312
Interest expense		(19	)		(79	)		60
Foreign exchange gain		—			—			—
Change in fair value of SAFE		—			—			—
Change in fair value of warrants		4,437			61			4,376
Total other (expenses) income		4,782			34			4,748
Loss before income taxes		(10,840	)		(4,512	)		(6,328	)
Provision for income taxes		—			—			—
Net loss	$	(10,840	)	$	(4,512	)	$	(6,328	)


	For the nine months ended September 30,						Change
	2026			2025			$
Statements of Operations Data:
Operating expenses:
Exploration expenses	$	18,245		$	1,920		$	16,325
General and administrative expenses		14,836			3,215			11,621
Depreciation expense		121			7			114
Transaction costs		—			247			(247	)
Total operating expenses		33,202			5,389			27,813
Operating loss		(33,202	)		(5,389	)		(27,813	)
Other income (expense):
Interest income		994			52			942
Interest expense		(93	)		(138	)		45
Foreign exchange loss		(3	)		—			(3	)
Change in fair value of SAFE		(4,625	)		—			(4,625	)
Change in fair value of warrants		(3,482	)		61			(3,543	)
Total other (expenses) income		(7,209	)		(25	)		(7,184	)
Loss before income taxes		(40,411	)		(5,414	)		(34,997	)
Provision for income taxes		—			—			—
Net loss	$	(40,411	)	$	(5,414	)	$	(34,997	)

Operating Costs and Expenses

Total operating expenses increased by approximately $11.1 million and $27.8 million in the three and nine months ended September 30, 2026, respectively, as compared to the three and nine months ended September 30, 2025. The increases in both periods reflect the Company’s expanded scale of operations following the acquisition of FRE Australia and the continued build-out of its organizational and exploration capabilities. Exploration expenses increased due to approximately $5.0 million recognized upon exercise of the GMC Option, as well as higher drilling, assay, geological consulting, and exploration personnel costs, reflecting the start of drilling at the Alpha Project and expanded exploration activity at the Shiloh Project. General and administrative expenses increased due to higher personnel-related

costs and professional service fees reflecting the expansion of the Company’s management and administrative functions and, for the nine months ended September 30, 2026, higher stock-based compensation expense of $9.0 million compared to $1.8 million in the 2025 period.

Exploration and evaluation expenses. Exploration and evaluation expenses increased by approximately $9.9 million and $16.3 million in the three and nine months ended September 30, 2026 as compared to the three and nine months ended September 30, 2025. The increases were primarily attributable to increased exploration activity following the acquisition of FRE Australia, which expanded the Company’s exploration portfolio and operational footprint, as well as the start of drilling at the Alpha Project. The increased exploration activity consisted of increased drilling costs, geological and technical consulting fees, exploration personnel compensation, and assay costs. The increases also include approximately $5.0 million recognized upon exercise of the GMC Option in September 2026. Exploration and evaluation expenses during the prior-year periods were minimal, reflecting the Company’s more limited scope of operations at that time.

General and administrative expenses. General and administrative expenses increased by approximately $1.2 million and $11.6 million in the three and nine months ended September 30, 2026 as compared to the three and nine months ended September 30, 2025. The increase for the three months ended September 30, 2026 was primarily driven by increased personnel-related costs, professional service fees and insurance costs, reflecting the expansion of the Company’s management and administrative functions and increased public-company and regulatory compliance activities. The increase for the nine months ended September 30, 2026 was primarily driven by higher stock-based compensation, including stock-based compensation recognized in connection with the completion of the IPO, as well as the factors described above.

Depreciation expense. Depreciation expense increased by $58 thousand and $114 thousand in the three and nine months ended September 30, 2026 as compared to three and nine months ended September 30, 2025. The increases were primarily attributable to depreciation of property and equipment placed in service during 2025 and 2026, including vehicles, exploration and field equipment, and computer and office equipment, as the Company expanded its operations following recent acquisitions.

Transaction costs. Transaction costs decreased by $90 thousand and $247 thousand in the three and nine months ended September 30, 2026 as compared to the three and nine months ended September 30, 2025. Transaction costs in the 2025 periods represent legal, advisory, due-diligence, and other professional fees incurred in connection with the Company's acquisitions of AMBPL and FRE Australia. No transaction costs were incurred in the three and nine months ended September 30, 2026.

Other Income and Expense

Interest income. Interest income increased by $312 thousand and $942 thousand in the three and nine months ended September 30, 2026 as compared to three and nine months ended September 30, 2025. The increases were primarily due to higher balances held in interest-bearing accounts and short-term investments following the completion of the IPO, partially offset by unrealized losses on short-term investments.

Interest expense. Interest expense decreased by $60 thousand and decreased by $45 thousand in the three and nine months ended September 30, 2026 as compared to three and nine months ended September 30, 2025, respectively. The fluctuations are due to the related party loan agreement with Brazil Royalty Corp Participacoes E Investments Ltda. (“BRC”), which was executed in 2025 and converted to common shares in May 2026.

Foreign exchange gain or loss. The Company incurred no gain or loss and a $3 thousand loss in the three and nine months ended September 30, 2026, respectively, as compared to no gain or loss in three and nine months ended September 30, 2025, due to remeasurement of cash accounts held at FRE Australia.

Change in fair value of SAFE. There was no change in fair value of Simple Agreement for Future Equity (“SAFE”) in the three months ended September 30, 2026 and approximately a $4.6 million loss in the nine months ended September 30, 2026. The change was attributable to the remeasurement of the SAFE liability at fair value prior to its conversion upon the completion of the IPO, reflecting changes in valuation assumptions, primarily the share price assumptions, and including the passage of time. No change in fair value of SAFE was recognized in the prior-year periods as the SAFE was executed in December 2025.

Change in fair value of warrants. Change in fair value of warrants was approximately a $4.4 million gain and $3.5 million loss in the three and nine months ended September 30, 2026, respectively. The changes were attributable to the remeasurement of warrant liabilities at fair value during the periods, reflecting changes in valuation assumptions, primarily the share price assumptions, and including the passage of time.

Supplemental Discussion of Performance by Reportable Segment

United States Mining Operations Segment

Segment Operating loss for the Company's United States Mining Operations was as follows (dollars in thousands):


	For the three months ended September 30,						Change
	2026			2025			$			%
Segment Operating loss	$	(3,624	)	$	(588	)	$	(3,036	)		516


	For the nine months ended September 30,						Change
	2026			2025			$			%
Segment Operating loss	$	(9,323	)	$	(588	)	$	(8,735	)		1,486

Operating loss from our United States Mining Operations increased $3.0 million and $8.7 million in the three and nine months ended September 30, 2026 compared to the prior-year periods, driven primarily by increased exploration activities and costs incurred related to the Shiloh Project following the acquisition of FRE Australia. Operating loss of our United States Mining Operations segment is expected to further increase in subsequent periods. Refer to the discussions of “Factors that Will Impact Our Exploration Costs” and “Acquisition of FRE Australia” included in the Prospectus.

Brazil Mining Operations Segment

Segment Operating loss for the Company's Brazil Mining Operations was as follows (dollars in thousands):


	For the three months ended September 30,						Change
	2026			2025			$			%
Segment Operating loss	$	(8,216	)	$	(1,381	)	$	(6,835	)		495


	For the nine months ended September 30,						Change
	2026			2025			$			%
Segment Operating loss	$	(9,770	)	$	(1,751	)	$	(8,019	)		458

Operating loss from our Brazil Mining Operations increased $6.8 million and $8.0 million in the three and nine months ended September 30, 2026 compared to the prior-year periods, primarily due to approximately $5.0 million recognized upon exercise of the GMC Option and increased exploration activities, including the start of drilling at the Alpha Project. Refer to the discussions of “Factors that Will Impact Our Exploration Costs” and “Acquisition of FRE Australia” included in the Prospectus.

Liquidity and Capital Resources

Sources and Uses of Liquidity

We consider highly liquid investments purchased with original maturities of three months or less to be cash equivalents. As of September 30, 2026 and December 31, 2025, we had $8.1 million and $22.8 million, respectively, in cash and cash equivalents. In connection with our initial public offering, we established short-term investment accounts to hold funds designated for land acquisition, mineral licenses and lease payments, option payments, drilling, metallurgical test work, permitting, exploration, evaluation, land consolidation, engineering studies, and working capital and general corporate purposes. These short-term investments are maintained in highly liquid securities to ensure we have adequate resources to fund planned exploration and development programs.

We are an exploration stage company and, since our inception, we have not generated revenues. We incurred operating losses of $15.6 million and $33.2 million in three and nine months ended September 30, 2026 and $4.5 million and $5.4 million in the prior year periods, respectively, and have reported an accumulated deficit of $60.2 million and $19.8 million as of September 30, 2026 and December 31, 2025, respectively. We have primarily relied on equity financing to fund our operating and investing activities – including, development and pursuit of our business plan; our mineral exploration and evaluation activities; our general and administrative costs and our capital expenditures. In addition, in the future we will continue to rely on equity financing to meet obligations as they become due and for future purchases of exploration and evaluation assets.

Our predominant source of cash is from financing activities. In 2025, we raised cash through issuances of our common stock for the primary purpose of funding working capital associated with exploration expenses and general and administrative expenses, capital expenditures, and investments supporting our strategy for advancing our portfolio of critical mineral projects targeting high-grade heavy rare earths mineral assets. In 2024, we were primarily funded through payables to related parties.

In December 2025, we raised $11.7 million in proceeds through the issuance of SAFE agreements in a private placement, and in January 2026 we raised an additional $3.4 million through the issuance of SAFE agreements.

In May 2026, the Company completed its initial public offering ("IPO"), raising net proceeds of approximately $64.2 million comprised of $58.9 million from the initial offering and $5.3 million from the underwriters' exercise of the over-allotment option, net of underwriting discounts and commissions.

Our current assets exceeded our current liabilities by $66.1 million as of September 30, 2026, compared to $19.3 million as of December 31, 2025. The increase of $46.8 million was primarily attributable to the completion of the IPO in May of 2026.

The following table is a condensed schedule of cash flows provided as part of the discussion of liquidity and capital resources:

Cash flow Statement


	For the nine months ended September 30,						Change
	2026			2025			$
Other Financial Data (in thousands):
Net cash used in operating activities	$	(17,108	)	$	(1,496	)	$	(15,612	)
Net cash (used in) provided by investing activities		(61,745	)		1,457			(63,202	)
Net cash provided by financing activities		64,301			15,453			48,848

Currently, we do not maintain a credit facility or have debt from financial institutions. Since inception, we have predominately relied on equity financing to fund our operations, land acquisitions, and capital expenditures.

As of September 30, 2026, we expect material cash expenditures over the next twelve months to include the following:

•

approximately $11.0 million related to the Shiloh and other Georgia projects, including capital expenditures for land acquisition, mineral licenses and lease payments, option payments, drilling, metallurgical test work, permitting and S-K 1300 technical report summary preparation;

•

approximately $20.0 million related to the Alpha, Constellation, and Homer Projects, including exploration, evaluation, land option payments, land consolidation, metallurgy, engineering and permitting studies; and

•

approximately $7.0 million for working capital and other general corporate purposes.

These are planned estimates based on our current exploration and development plans. Actual expenditures may differ materially depending on exploration results, permitting timelines, equipment and personnel availability, cost escalation, and our ability to raise additional capital. We may also reallocate spending among projects or defer planned activities. We believe that our cash, cash equivalents and short-term investments of $68.3 million at September 30, 2026, which include the remaining funds raised through the issuance of SAFE agreements and the net proceeds from our initial public offering that closed on May 7, 2026, will be sufficient to fund our cash needs for the next twelve months. Historically, we have been successful in raising cash through equity financings; however, no assurances can be given that additional financing will be available in amounts sufficient to meet our needs or on terms that are acceptable to us.

Operating Activities

During the nine months ended September 30, 2026, our operating activities used $17.1 million of net cash, and used $1.5 million during the nine months ended September 30, 2025. The $15.6 million increase in net cash used in operating activities was primarily due to a $35.0 million increase in net loss driven by the expanded operational activities of the Company as a result of the acquisition of FRE Australia, as well as non-cash charges recognized on our SAFE and warrant liabilities. This increase in reported net loss is partially offset by non-cash items, including a $3.5 million increase in the fair value of warrant liabilities, a $4.6 million increase in the fair value of SAFE liabilities, $5.3 million related to the exploration option purchased with shares, and $9.0 million of stock-based compensation. Changes in operating assets and liabilities resulted in $0.3 million of net cash provided by changes in working capital.

Investing Activities

Our investing activities used $61.7 million of cash in the nine months ended September 30, 2026, as compared to $1.5 million provided during the nine months ended September 30, 2025. Cash used by investing activities increased primarily due to $60.5 million of net purchases of short-term investments funded with proceeds from our initial public offering, as well as $0.9 million of purchases of property and equipment.

Financing Activities

During the nine months ended September 30, 2026 and 2025, our financing activities provided $64.3 million and $15.5 million of cash, respectively. Financing activities during the nine months ended September 30, 2026 consisted primarily of $64.2 million of net proceeds from the issuance of common stock in our IPO, including the exercise of the underwriters’ over-allotment option and net of commissions, $3.4 million of SAFE proceeds, and $0.2 million of proceeds from warrant exercises, offset partially by $3.0 million of payments of deferred offering costs and $0.2 million of shares repurchased to satisfy employee tax withholding obligations.

Off-Balance Sheet Arrangements

Other than as otherwise described in the Prospectus, we do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a material current or future effect on our financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources.

Risks and Uncertainties Associated with Future Results of Operations

We operate in an industry that is subject to intense competition, development risk, and changes in U.S. governmental policies related to green energy, defense spending and dependence on foreign suppliers. Our operations are subject to significant risks and uncertainties including financial and operational risks, as well as the potential risk of business failure.

We have not yet established that our projects contain any commercially exploitable quantities of proven and probable mineral reserves, and we may not be able to do so. Even if we eventually establish commercially exploitable quantities of mineral reserves, we may not be able to extract those minerals economically. Both mineral exploration and development involve a high degree of risk, and few properties that are explored are ultimately developed into producing mines. The commercial viability of an established mineral deposit will depend on several factors including the size, grade, and other attributes of the mineral deposit, as well as proximity of the deposit to infrastructure, government regulation, and market prices, among other things. Most of these factors will be beyond our control, and any of them could increase costs and make extraction of any identified mineral deposit unprofitable.

Our ability to advance projects depends on successfully completing studies to verify resources, reserves, and commercial viability, securing sufficient financing for exploration, permitting, and infrastructure development, and managing potential cost increases in exploration, construction, and operations due to fluctuations in fuel, power, materials, and other supplies.

For additional information see the section entitled “Risk Factors — Risks Related to Our Business” included in the Prospectus.

Critical Accounting Estimates

See Note 2 – Significant Accounting Policies to our audited consolidated financial statements as of and for the years ended December 31, 2025 and 2024, included in the Prospectus for a description of our significant accounting policies. We consider the following accounting estimates critical to understanding and evaluating our consolidated financial condition and the results of our operations.

Exploration Costs and Mineral Interests

General

Mineral interests consist of options to acquire mineral properties with rights to explore during the option period. Capitalized costs of the options were either asset purchases or payments to option counterparties. Mineral interests will not be amortized until the underlying property is converted to the production stage. As of September 30, 2026, none of the Company's properties were in the production stage and, therefore, the carrying values of the associated mineral interests are not being amortized. Exploration costs are being expensed as incurred until it is determined that a mining deposit can be economically and legally extracted or produced based upon established proven or probable reserves.

Assessments for Recoverability and Impairment

We assess the carrying values of our mineral interests for recoverability as of the end of each quarterly reporting period and whenever information or circumstances indicate the potential for impairment. There were no circumstances indicating the potential for impairment as of September 30, 2026.

To assess recoverability, we would compare estimated undiscounted future net cash flows attributable to a mineral interest (when determinable) with our carrying costs and future obligations related to the mineral interest. If it is determined that the estimated future undiscounted cash flows related to a mineral interest are less than the carrying value of the mineral interest, an impairment loss is required to be measured and recorded.

Future net cash flow estimates are dependent upon economic reserves being discovered or developed on the related property; the costs of permitting, financing, start-up, and commercial production related to a mineral interest; and commodity prices. When estimates of future net cash flows are not determinable and other conditions indicate the potential for impairment, management uses available market information and/or third-party valuation experts to assess if the carrying value of a mineral interest can be recovered and to estimate fair value.

Stock-Based Compensation

Our stock-based compensation consists primarily of restricted stock units ("RSUs") granted under the Rare Earth Americas Ltd. 2025 Equity Incentive Plan and the Rare Earths Americas, Inc. 2026 Equity Incentive Plan (the "Plans"). We account for stock-based compensation awards based on the fair value of the award as of the grant date, which for RSUs was based on the fair value of the underlying common stock at the time of the grant.

The Company recognizes stock-based compensation expense on a straight-line basis over the awards' requisite service period. Prior to the Company's initial public offering in May 2026, certain RSUs were subject to a performance-based vesting condition tied to a liquidity event. In connection with the completion of the IPO on May 7, 2026, the performance-based vesting condition was satisfied and the Company recognized $5.3 million in stock-based compensation expense, of which $3.8 million related to the 581,609 RSUs that vested and $1.5 million represented catch-up expense for RSUs with remaining service requirements.

As of September 30, 2026, the Company has $4.0 million of unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over a weighted-average period of 1.9 years. Following the completion of the Company’s IPO on May 7, 2026, all liquidity-event vesting conditions were satisfied, and the remaining unrecognized compensation cost related to RSUs relates solely to service-based vesting conditions. As of September 30, 2026, the Company has $4.1 million of unrecognized compensation cost related to unvested performance stock units (“PSUs”), which is expected to be recognized over a weighted-average period of 0.5 years.

Instruments with Characteristics of Liabilities and Equity

As of September 30, 2026, the Company has outstanding warrants exercisable into shares of the Company's common stock. The Company accounts for these instruments as liability-classified based on an assessment of their specific terms and applicable authoritative guidance. The instruments are required to be recorded at their initial fair value on the date of issuance, and are remeasured to their fair value on each balance sheet date thereafter, with any change in fair value recognized in the Company’s condensed consolidated statements of operations.

Recently Adopted Accounting Standards

See Note 2 –Significant Accounting Policies of the notes to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.

Emerging Growth Company Status

In April 2012, the JOBS Act was enacted. Section 107(b) of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the extended transition period to comply with new or revised accounting standards and to adopt certain of the reduced disclosure requirements available to emerging growth companies. As a result of the accounting standards election, we will not be subject to the same implementation timing for new or revised accounting standards as other public companies that are not emerging growth companies which may make comparison of our financials to those of other public companies more difficult.

We expect to retain our emerging growth company status until the earliest of:

•

The end of the fiscal year in which our annual revenues exceed $1.235 billion;

•

The end of the fiscal year in which the fifth anniversary of our initial public offering has occurred;

•

The date on which we have issued more than $1.0 billion in non-convertible debt during the previous three-year period; or

•

The date on which we qualify as a large accelerated filer.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Management, including our principal executive officer and principal financial and accounting officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended September 30, 2026 as defined in Exchange Act Rules 13a-15(e) and 15d-15(e). Due to the material weakness described below, our disclosure controls and procedures were not effective as of September 30, 2026.

Description of Material Weakness

The material weaknesses we identified include:

•

a lack of sufficient qualified resources to ensure adequate oversight and accountability over the performance of controls, including retention of control evidence, while maintaining segregation of duties;

•

inadequate design and implementation of controls in business process cycles such as payroll, treasury, procure to pay, and period

end financial reporting and close, including controls over journal entries, reconciliations, and account analyses; and

•

ineffective general controls over information technology systems that support the financial reporting process, specifically related to privileged access, user provisioning, and de-provisioning, periodic user access reviews, authentication settings, data processing and change management were not maintained

Remediation Plan

We have taken and will continue to take action to improve our internal control over financial reporting and remediate these material weaknesses, including:

•

consulting with experts on evaluation of technical accounting matters;

•

performing a risk assessment over the organization and information technology systems used as part of financial reporting, and identifying control activities to be implemented in response to the identified risks, which will include improving IT general controls, period end financial reporting controls including journal entries, reconciliations, fair value analysis, account analysis, and evaluation of technical accounting matters;

•

engaging a third-party provider to help us assess and improve our internal control over financial reporting in preparation for compliance with Section 404;

•

hiring additional qualified accounting and financial reporting personnel to support our accounting processes and procedures and supplement our internal resources in our computation processes; and

•

implementing a new enterprise resource planning system to replace our existing accounting software and strengthen our control environment.

While management is making improvements to our control environment and business processes to support and scale with our growing operations, the identified material weaknesses remain un-remediated. We may not be able to fully remediate these material weaknesses until these steps have been completed and the internal controls have been operating effectively for a sufficient period of time. This evaluation process, including testing the effectiveness of the remediation efforts, will extend into 2027. Additionally, we have not performed an evaluation of our internal control over financial reporting; accordingly, we cannot ensure that we have identified all, or that we will not in the future have additional, material weaknesses. Material weaknesses may still exist when we report on the effectiveness of our internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act, beginning with our second annual report.

Changes in Internal Control over Financial Reporting

In connection with the preparation and audit of our financial statements as of and for the fiscal year ended December 31, 2025, material weaknesses have been identified in our internal control over financial reporting. While we have begun the remediation of certain controls we have not fully remediated the material weakness. Thus, there was no change in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not currently a party to any material proceedings. Regardless of outcome, such proceedings or claims could have an adverse impact on us because of defense and settlement costs, diversion of resources and other factors, and the possibility of unfavorable outcomes.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities

During the nine months ended September 30, 2026, in connection with the completion of the Company's initial public offering, all outstanding SAFE agreements automatically converted into 1,037,100 shares of the Company's common stock in accordance with their terms. The Company also issued 201,807 shares of common stock upon conversion of the related-party convertible loan at a fixed conversion price of $6.55 per share, 19,052 shares of common stock pursuant to the Greenfield Agreement, and an aggregate of 46,610 shares of common stock upon the exercise of previously issued warrants. On August 20, 2026, the Company issued 165,153 shares of common stock as partial consideration for the assignment of the Weyerhaeuser Lease described in Note 6. In September 2026, the Company issued 262,086 shares of common stock to the grantors under the GMC Option in settlement of the exercise price under the GMC Option described in Note 6.

The securities described above were issued in reliance upon exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation S promulgated thereunder. No underwriting discounts or commissions were paid in connection with any of the foregoing transactions.

Use of Proceeds

On May 7, 2026, the Company completed its initial public offering of 3,333,331 shares of common stock at a public offering price of $19.00 per share. The Company received net proceeds of approximately $58.9 million, after deducting underwriting discounts and commissions but before payment of offering expenses. On May 14, 2026, the underwriters exercised a portion of their over-allotment option and purchased an additional 299,789 shares of common stock, resulting in additional net proceeds of approximately $5.3 million.

There has been no material change in the planned use of proceeds from the initial public offering as described in the Company's final prospectus filed with the SEC pursuant to Rule 424(b)(4) on May 7, 2026. The Company expects to continue using the remaining proceeds principally to fund exploration, evaluation and development activities at the Shiloh, Alpha, Constellation and Homer projects, as well as for working capital and general corporate purposes. Pending such uses, the Company invests the remaining net proceeds in cash, cash equivalents and short-term investments.

Issuer Purchases of Equity Securities

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Rule 10b5-1 Trading Arrangements

During the three months ended September 30, 2026, no officer or director of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements.

Item 6. Exhibits.


Exhibit Number		Description
10.1		Third Amendment to Option and Project Evaluation Agreement, dated July 31, 2026, by and among Foothills Rare Earths, LLC, Foothills Rare Earths Limited, Southeast Metals LLC, and the members of Southeast Metals LLC (Incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed on August 11, 2026)
10.2		Rare Earths Americas, Inc. Executive Severance and Change in Control Plan (Incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q filed on August 11, 2026)
10.3		Performance Share Agreement Under the Rare Earths Americas, Inc. 2026 Equity Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q filed on August 11, 2026)
10.4		Assignment and Assumption of Lease, dated August 20, 2026, between Southeast Metals LLC and Foothills Rare Earths, LLC (Incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on August 25, 2026)
10.5		First Amendment to Mining Lease Agreement, dated January 30, 2026, between Weyerhaeuser Forest Holdings, Inc. and Southeast Metals, LLC (Incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on August 25, 2026)
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	Rare Earths Americas, Inc.

Date: November 10, 2026	By:	/s/ Donald Swartz
		Donald Swartz
		Chief Executive Officer and President (Principal Executive Officer)

Date: November 10, 2026	By:	/s/ Cheryl Kerr
		Cheryl Kerr
		Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer)