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.