USA Rare Earth announced it has signed a definitive agreement to acquire Texas Mineral Resources Corp. in an all-stock transaction valued at approximately $73 million, consolidating full control of the Round Top heavy rare earth and critical minerals project in Texas.
Under the terms of the deal, USA Rare Earth will acquire all outstanding shares of Texas Mineral Resources in exchange for 3,823,328 shares of USA Rare Earth common stock. The valuation is based on the closing price of USA Rare Earth’s shares on March 4, 2026.
The transaction will make USA Rare Earth the sole operator and 100% economic beneficiary of the Round Top project. The company said consolidating ownership of the deposit simplifies governance, unifies strategic decision-making, and aligns capital planning and execution as it advances the site’s development.
Round Top is located on Texas state land and is widely regarded as North America’s richest known deposit of heavy rare earth elements and critical minerals. The project forms a central component of USA Rare Earth’s strategy to build an integrated mine-to-magnet supply chain anchored in the United States and aligned with Western industrial partners.
The company said the acquisition includes Texas Mineral Resources’ 18.6% interest in the project as well as rights under long-term leases covering roughly 950 acres at Round Top and prospecting rights on an additional 9,345 acres.
USA Rare Earth is advancing the project under its Accelerated Mining Plan, which aims to bring the mine into commercial production in 2028. The company expects the site to produce approximately 40,000 metric tons per day of rare earth and critical mineral feedstock by 2030.
The Round Top deposit is operated under a long-term lease with the Texas General Land Office. Revenue generated from the lease supports the Texas Permanent School Fund and public education across the state.
In January 2026, the company selected Fluor Corp. together with WSP Global as engineering, procurement and construction management partners to advance the project’s definitive feasibility study and infrastructure development.
The boards of directors of both companies have approved the transaction. It is expected to close no later than the third quarter of 2026, subject to customary closing conditions, including approval from Texas Mineral Resources shareholders. All directors and executive officers of Texas Mineral Resources have entered into voting support agreements to vote their shares in favor of the deal.
Support: Moelis & Company acted as financial advisor to USA Rare Earth, with White & Case serving as legal advisor. Roth Capital Partners advised Texas Mineral Resources and Loeb & Loeb served as its legal advisor.
KEY QUOTES:
“This acquisition secures a vital pillar in our strategy to build the world’s leading globally integrated, non-China critical mineral technology platform. We’re consolidating operational control of the Round Top project while ensuring long-term leasehold access for the adjacent land required to transition efficiently from development to commercial production. We appreciate the continued support of Texas General Land Office Commissioner, Dr. Dawn Buckingham, and her team for our development of a mine at Round Top. This acquisition strengthens our ability to execute our Accelerated Mining Plan by providing full access to the land required to help meet the strong and growing demand for heavy rare earths and critical minerals.”
Barbara Humpton, CEO, USA Rare Earth
“TMRC has long recognized the strategic importance of the Round Top deposit and its role in strengthening the domestic supply chain for heavy rare earths and critical minerals. We believe this transaction positions the project for successful commercial advancement while delivering meaningful value to TMRC stockholders without the potentially crippling dilution as a result of large cash calls. TMRC’s shareholders will now benefit from USAR’s three business segments that represent a true mine to magnets strategy as opposed to being invested solely in the development of the Round Top heavy rare earth project.”
Anthony Marchese, Chairman, Texas Mineral Resources Corp.
“Round Top is one of the most strategically important mineral deposits in the United States, and it sits right here on Texas state land. This acquisition puts a well-capitalized, American-owned company in full control of developing the largest heavy rare earth deposit in the country. That means good-paying jobs for West Texans, critical royalty revenue for our Permanent School Fund, and a major step toward ending America’s dangerous dependence on China for the minerals that power our national defense. Texas is proud to be leading the way.”
Dr. Dawn Buckingham, Commissioner, Texas General Land Office
