MasterSalix
3月前
TMRC does not directly own the whole Texas project itself — instead it holds a membership interest in Round Top Mountain Development, LLC, the legal entity that controls the Round Top rare earths property. This interest gives TMRC rights to a proportionate share of whatever value the Round Top project ultimately generates (if it reaches production), but does not give operational control. TMRC often cannot fund its share of development cash calls, leading to dilution of its interest. Dilution has already reduced its stake from 20% to ~18.7%. TMRC has no cash, and continued non-participation in funding would reduce the stake further over time.
Once interest falls below 15%, TMRC is really screwed, meaning they lose management veto rights.
So, in essence it is a “sweetheart deal” but TMRC held very little cards and at .80 or so and a conversion to USAR shares, at least shareholders can participate in the entire project now and potentially ride that k in wave in the future. Either that or have TMRC dilute the stock for cash to meet cash calls or see their interest in the project dwindle and dwindle away…
56Chevy
3月前
$73M Deal Gives Rare Earth Developer Full Control of Key U.S. Critical Minerals Project
By: Tomas Ronolski - AllPennyStocks.com News
Thursday, March 5, 2026
As geopolitical tensions continue to reshape global supply chains, securing domestic sources of critical minerals has become a cornerstone of U.S. industrial policy. Against that backdrop, a major rare earth developer is moving to merge control of a key strategic asset in West Texas, announcing a transaction that significantly strengthens the push for an independent, non-China rare earth supply chain.
USA Rare Earth (Nasdaq: USAR) has entered into a definitive agreement to acquire Texas Mineral Resources Corp. (OTCQB: TMRC) in an all-stock transaction valued at $73M. The deal grants USAR 100% ownership and operational control of the Round Top Project, eliminating the previous joint-venture structure and establishing a single, well-capitalized operator for one of North America’s richest known deposit of heavy rare earths, gallium, and beryllium.
Under the terms of the agreement, USA Rare Earth will issue 3.82M shares of its common stock to acquire all outstanding shares of TMRC. For Texas Mineral Resources shareholders, the transition offers an exit from the traditional junior mining model, which often faces significant dilution during the capital-intensive mine development period.
Located on Texas state land in Hudspeth County, the Round Top Project covers 950 acres along with prospecting rights across an additional 9,345 acres.
By moving from an 81.4% interest to full ownership, USAR can now streamline its Accelerated Mining Plan (AMP). Commercial production is targeted for 2028, with an ambitious goal to process nearly 40,000 tons of feedstock per day by 2030. At this scale, Round Top would rank as one of the top four mines in the United States by ore throughput, specifically targeting the heavy rare earths that are essential for high-performance magnets used in EVs and precision-guided munitions.
The acquisition arrives at a pivotal moment. While China still accounts for roughly 65% of global production and over 90% of refining capacity, Washington is fighting back. Last year, President Donald Trump invoked emergency powers to speed up domestic production, and earlier this year, USAR signaled administration support for a massive $1.6 billion debt-and-equity funding package. The administration earmarked this capital not just for the Texas mine, but also for a fully integrated magnet manufacturing facility designed to serve the defense and technology sectors.
Investors responded with optimism to the consolidation. TMRC shares rose roughly 2% to $0.87 today, while USAR shares remained relatively flat as the market digested the long-term strategic value of the $73M buyout.
Source:
https://www.allpennystocks.com/specialreportsus/4070/73m-deal-gives-rare-earth-developer-full-control-of-key-us-critical-minerals-project
Marker as of March 6, 2026
TMRC
$0.818 -0.022 (-2.62%)
Volume: 356,722
*USAR stock is currently selling for $17.575 @ share.
**Full disclosure: I do not hold a position in either company.
***Not a buy or sell recommendation for tracking possible arbitrage purposes only.
.
Pisd
3年前
Same here, wtf though: Texas Mineral Resources and JV Partner USA Rare Earth Enhance Round Top Operating Agreement to Include Flexible Financing Option to Meet Potential Future Cash Requirements
6:00 AM ET, 06/27/2023 - GlobeNewswire
TMRC will have an alternative option aside from cash to meet potential future Round Top capital calls by reducing its Round Top project equity based on a preset formula tied to TMRC market capitalization at the time of any potential cash call
Financing option avoids any potential need to raise capital through the issuance of TMRC equity securities which could unnecessarily dilute TMRC shareholders
SIERRA BLANCA, TX, June 27, 2023 (GLOBE NEWSWIRE) -- via NewMediaWire – Texas Mineral Resources Corp. (OTCQB: TMRC)
Texas Mineral Resources Corp. (“TMRC”), an exploration company currently targeting the heavy rare earths, technology metals and a variety of industrial minerals through its 20% interest in the Round Top Mountain project in Texas, is pleased to announce that USA Rare Earth and TMRC have agreed to modify the existing Round Top Mountain Development (“Round Top”) operating agreement (“Operating Agreement”) to allow, at TMRC’s option, the right to meet potential future cash calls by reducing its Round Top project equity according to a preset formula.
TMRC will have the sole right, but not the obligation, to allow USA Rare Earth to fund its cash call and then reduce its Round Top project equity by a percentage, according to the following formula: TMRC’s cash call that is funded by USA Rare Earth divided by TMRC’s market capitalization at the time of the cash call multiplied by TMRC’s Round Top then current equity interest. For example, a $1 million TMRC cash call funded by USA Rare Earth (assuming today’s $70mm market cap) would result in a reduction in the TMRC Round Top 20% membership interest to approximately 19.71% (1mm ÷ 70mm equals 1.428%, multiplied by the current membership interest of 20%, to result in adjusted ownership of 19.71%).
Benefits to TMRC include:
Avoids the need to raise capital to fund capital calls through the issuance of its equity securities; and
Allows for any potential future financing to occur on an orderly basis.
“We wish to thank our joint venture partner USA Rare Earth for their unwavering support in working with us to structure a mechanism for meeting potential cash calls based on our market capitalization and without the need for us to raise outside capital,” said Anthony Marchese, Chairman. “This financing option provides TMRC with enhanced flexibility and optionality to pursue any potential future financing on an opportunistic basis. Given that management and the board currently own approximately 33% of the TMRC shares outstanding, we have a significant vested interest in, and are committed to maximizing, shareholder value.”
Dan Gorski, CEO, commented: “The agreement by USARE to modify our Operating Agreement does not change the bulk of the basic framework and structure of the original agreement, in that TMRC still maintains a seat on the three-person management committee and will continue to be an active participant in the project. We look forward to continuing to work with USARE to execute our strategy of maximizing the value of Round Top with the goal of developing a profitable and strategically vital mining operation. The plan to commercialize rare earth elements, lithium and other tech elements such as gallium, beryllium and hafnium from a cost- efficient heap leaching operation is, in our belief, a fact that has been underappreciated by the equity market.”
About Texas Mineral Resources Corp.
Texas Mineral Resources Corp.'s strategy is to develop and commercialize, along with its joint venture operating partner USA Rare Earth LLC, its 20%-owned Round Top heavy-rare earth, technology metals, and industrial minerals project located in Hudspeth County, Texas, 85 miles southeast of El Paso. Additionally, the Company plans on developing other domestic mining projects in more traditional metals. To that end, the Company is currently analyzing the Blackhawk high-grade silver/cobalt/nickel deposit in New Mexico. The Company’s common stock trades on the OTCQB U.S. tier under the symbol “TMRC.”
Cautionary Note Concerning Forward-Looking Statements
This press release contains “forward-looking statements,” as defined by the federal securities laws, including statements regarding our implementation of strategic initiatives and future performance of TMRC. Forward-looking statements reflect our current expectations and projections about future events, and thus involve uncertainty and risk. The words “believe,” “strategy,” “expect,” “anticipate,” “will,” “could,” “would,” “should,” “may,” “might,” “plan,” “estimate,” “intend,” “predict,” “potential,” “continue,” “maximize,” “goal,” and the negatives of these words and other similar expressions generally identify forward-looking statements. Such forward-looking statements are subject to various risks and uncertainties, including those described under the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended August 31, 2022, filed with the SEC on November 29, 2022, as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements.
TMRC Contact:
Texas Mineral Resources Corp.
Anthony Marchese, Chairman
E-mail: amarchese@tmrcorp.com
Twitter: @TexasMineralRes
Pisd
4年前
Texas Mineral Resources Joint Venture Partner USA Rare Earth Appoints CEO
7:12 am ET November 8, 2022
GlobeNewswire
Tom Schneberger, Former FMC Veteran, Brings Over 30 years of Manufacturing and Mining Experience
SIERRA BLANCA, TX, Nov. 08, 2022 (GLOBE NEWSWIRE) -- via NewMediaWire - Texas Mineral Resources Corp. (OTCQB: TMRC), an exploration company currently targeting the heavy rare earths, industrial and technology metals through its 20% ownership interest in the Round Top Mountain project in Texas and ongoing exploration initiatives, is pleased to announce that its joint venture partner, privately held USA Rare Earth, yesterday announced a new CEO, Thomas Schneberger, replacing Thayer Smith who served as USA Rare Earth's interim CEO. A copy of the press release issued by USA Rare Earth follows:
USA Rare Earth, LLC is pleased to announce the appointment of Thomas Schneberger as Chief Executive Officer.
Tampa, FL, November 7, 2022 - USA Rare Earth, LLC ("USARE" or "Company"), the first vertically integrated, domestic supplier of rare earth magnets and critical minerals, announced today that Thomas Schneberger has been named Chief Executive Officer effective December 1, 2022.
Mr. Schneberger has nearly 30 years of experience and has held senior leadership roles in several successful specialty chemical manufacturing and mining businesses. During his tenure at FMC, Tom established a sustainability program across the corporation, led the FMC Alkali Chemicals business and grew the FMC Lithium business to enable its IPO as Livent. Most recently, Tom served as President of Ecovyst, a global specialty catalysts company.
Tready Smith, Chairman of the Board for USARE, commented "I am very pleased to announce the appointment of Tom Schneberger as CEO of USARE. Tom's extensive experience with both public and private companies, with companies throughout the EV value chain, and deep knowledge surrounding Lithium mining and processing are the perfect skill set to lead USARE in its next chapter of growth."
"I am thrilled to join the USA Rare Earth team," said Tom Schneberger. "USA Rare Earth has assembled outstanding capabilities to produce rare earth magnets from its majority owned domestically sourced mineral reserve. Rare earth magnets play an essential role in the production of electric vehicles, clean energy, and are vital to our national security and defense. The company is also a clear leader in sustainability as is evidenced by its mine plan and its partnerships to incorporate recycled materials into its fully integrated mine-to-magnet supply chain."
Tom Schneberger holds a BS in Chemical Engineering from Lehigh University and an MBA from U.C. Berkeley.
About USA Rare Earth, LLC
USA Rare Earth, LLC controls and operates the Round Top Heavy Rare Earth, Lithium and Critical Minerals Project in Hudspeth County, Texas, and has developed the first rare earth and critical minerals processing facility in the United States. Its mission is to create a fully integrated, US-based "mine-to-magnet" critical mineral supply chain supporting the ongoing green revolution, with no dependence on China. USARE is poised to become the leading domestic supplier of critical raw materials required for the electric vehicle, green energy, consumer electronics, and defense industries, as well as battery-grade lithium and tech metals needed for chipsets, semiconductors, and 5G. For more information, visit usare.com or connect with the Company on LinkedIn.
About Texas Mineral Resources Corp.
Texas Mineral Resources Corp.'s primary focus is to develop and commercialize, along with its joint venture operating partner USA Rare Earth LLC, the Round Top heavy-rare earth, technology metals, and industrial minerals project located in Hudspeth County, Texas, 85 miles southeast of El Paso, in which TMRC owns a 20% interest and USA Rare Earth owns an 80% interest. Additionally, the Company is developing other domestic mining projects in precious and industrial metals as well as critical minerals. The Company's common stock trades on the OTCQB U.S. tier under the symbol "TMRC."
Company Contact:
Texas Mineral Resources Corp.
Anthony Marchese, Chairman
E-mail: amarchese@tmrcorp.com
Twitter: @TexasMineralRes
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