STILLWATER, Okla. — March 05, 2026 (The Oklahoma Post)
USA Rare Earth, Inc. (Nasdaq: USAR) announced on March 5, 2026 that it will buy out Texas Mineral Resources Corp. (OTCQB: TMRC) for roughly 3.823 million USAR shares (approximately $73 million), giving USAR 100% control of the Round Top rare earth deposit. The transaction consolidates ownership of the Texas mine, but comes as USAR’s Oklahoma magnet manufacturing facility remains delayed, still months from commercial production and the company awaits execution of its federal funding commitments, including a $1.6 billion Letter of Intent announced in January 2026.
The March 31, 2026 development deadline for the city’s $7 million Tax Increment Financing agreement is 26 days away. Mayor Will Joyce has issued no public statement about compliance. The company still has not confirmed whether it has hired the 100 employees required to avoid Oklahoma’s clawback of $1.2 million in state subsidies.
But USA Rare Earth just found $73 million to eliminate a minority shareholder that posed no operational threat to the business.
The press release promises that by 2030, Round Top will extract “approximately 40,000 metric tons per day of rare earth and critical mineral feedstock.” It announces that Fluor Corporation and WSP Global will serve as engineering partners for infrastructure build out. It emphasizes that proceeds from the Texas state land lease “support the Texas Permanent School Fund and public education across the state.”
What the press release doesn’t mention: the Supreme Court ruled two weeks ago that the tariff structure USA Rare Earth’s business model depends on is unconstitutional. The company has zero revenue after five years of promises. The Stillwater facility that was supposed to produce magnets in 2023 is still in “commissioning” with no commercial output. And the stock is down 59% from its October 2025 peak despite $3.1 billion in combined government and private funding.
Buried inside the press release is a subtle signal that seasoned mining analysts notice immediately: the acquisition is being paid entirely in stock rather than cash. For a company that recently announced access to billions in potential financing, using equity to buy out a minority partner suggests that the massive capital stack required to actually build the Round Top mine is not yet finalized. Large mining projects typically secure full project financing before consolidating ownership interests so lenders know exactly who controls the asset. Here, the sequence appears reversed. USA Rare Earth is first eliminating minority governance and simplifying the corporate structure, then likely approaching lenders and government partners with a cleaner ownership story. In practical terms, the TMRC acquisition looks less like a celebration of imminent construction and more like a preparatory step for the real hurdle ahead: convincing investors and government agencies to fund what will likely be one of the most expensive rare-earth mining projects ever attempted in North America.
The Texas Mineral Resources acquisition clarifies something that’s been hiding in plain sight throughout USA Rare Earth’s entire story: this isn’t a company trying to become profitable. This is infrastructure the government has decided must exist regardless of economics.
The Oklahoma Post supports domestic rare earth production and American manufacturing jobs. A secure supply chain for critical minerals is essential for national defense and economic competitiveness. Companies like MP Materials have demonstrated that domestic rare earth mining can succeed when managed competently, hitting production targets and creating real jobs while earning government support through execution rather than promises. Round Top’s location in West Texas is actually well-suited for rare earth extraction the arid, low-biodiversity landscape makes it one of the better places in North America for the chemical intensive leaching processes required, unlike ecologically sensitive areas in Minnesota, California, or other wildlife rich regions where such operations would be environmentally unacceptable. Our investigation into USA Rare Earth focuses not on the merits of the rare earth industry or the Round Top site but on a specific pattern of behavior: a company that has taken $8.2 million from Oklahoma taxpayers, promised 100 jobs and 2023 production, delivered neither after four years, and now spends $73 million on a Texas land acquisition while providing zero transparency to Stillwater about the March 31 compliance deadline. The issue isn’t rare earth mining. The issue is accountability of a Mayor, a company long winding American taxpayers, and the creeping trend towards nationalizing American oil and minerals. Remember, the federal government gets it’s slice first in this deal.
The question isn’t whether USA Rare Earth will ever make money. The question is whether American taxpayers are willing to subsidize domestic rare earth production forever. Will this create the jobs promised? Will stockholders see a return?
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What the Acquisition Actually Accomplishes
Texas Mineral Resources Corporation held an 18.6% minority interest in the Round Top project plus rights under long-term leases covering approximately 950 acres at the site and prospecting rights on an additional 9,345 acres. The company trades on the OTCQB market, meaning it’s a penny stock with minimal liquidity and virtually no analyst coverage.
USA Rare Earth is paying $73 million (based on USAR’s March 4, 2026 closing price) to acquire this minority stake by issuing 3,823,328 new shares of common stock. For context, USA Rare Earth currently has approximately 195 million shares outstanding. This acquisition represents roughly 2% dilution.
The press release emphasizes that the deal “simplifies governance, unifies strategic decision-making, and aligns capital planning and execution under a single operator.” Translation: TMRC’s board had a seat at the table and a say in how Round Top got developed. USA Rare Earth is paying $73 million to eliminate that voice.
Is TMRC’s 18.6% interest worth $73 million? That depends entirely on whether Round Top ever produces anything of value. The deposit has estimated resources, but ore grades of 0.03-0.06% Total Rare Earth Oxide are among the lowest in the world for rare earth projects. MP Materials’ Mountain Pass operates at 5.98% TREO, roughly 100 times higher concentration.
Low ore grades mean high extraction costs per kilogram of rare earth produced. That’s why USA Rare Earth switched from proprietary Continuous Ion Exchange technology to standard solvent extraction. The proprietary approach probably wouldn’t scale economically. Standard solvent extraction is chemically intensive, environmentally challenging, and expensive. It’s also proven and understood, which is why China uses it.
Even with billions in capital and proven extraction technology, profitability depends on either extremely high rare earth prices or government subsidies that compensate for the cost disadvantage versus Chinese production.
The Supreme Court just ruled that presidents cannot use emergency powers to impose the tariff protection that would drive up Chinese rare earth prices in U.S. markets. So the only remaining path is direct subsidies.
USA Rare Earth is spending $73 million to consolidate ownership of a mine that may never operate profitably without permanent government support. That’s a bet that such support will materialize and continue indefinitely.
The MP Materials Model: Government Guaranteed Survival
To understand what USA Rare Earth is actually building, look at MP Materials.
In July 2025, the Department of Defense made a $400 million convertible preferred equity investment in MP Materials and provided a $150 million loan facility. More importantly, DoD entered into a 10-year offtake agreement guaranteeing a price floor of $110 per kilogram for neodymium-praseodymium oxide.
Chinese market prices for NdPr hover around $60/kg. The Pentagon agreed to pay MP Materials $110/kg regardless of market conditions. That’s an 83% premium over Chinese competition, paid by American taxpayers.
The structure functions as a contract-for-difference. When market price is below $110/kg, DoD pays MP Materials the difference. When market price exceeds $110/kg, DoD receives 30% of the upside. Given how high the price floor is, the expected upside for the government is minimal.
DoD also guaranteed that 100% of magnets produced at MP Materials’ planned 10X facility will be purchased for defense and commercial use for a decade following commissioning. The purchase price is cost-plus with a $140 million minimum EBITDA guarantee.
This structure doesn’t depend on tariffs. It’s a direct purchase commitment with contractual price protection. Even if Chinese materials flood U.S. markets at $40/kg, MP Materials gets paid $110/kg by the Department of Defense.
USA Rare Earth’s January 2026 government deal looks very different:
- $277 million “direct funding” that’s actually an equity swap (government gets shares, company gets capital)
- $1.3 billion loan tied to milestone achievements through 2028 with clawback provisions if milestones are missed by more than two years
- No price floor
- No guaranteed purchases
- No offtake agreement
MP Materials has contractual protection against Chinese price competition. USA Rare Earth has billions in potential capital but no protection against market forces. Unless additional government support materializes, Round Top must compete on price against Chinese rare earth materials that can undercut American production by 40-50%.
The TMRC acquisition suggests USA Rare Earth believes such additional support will come. You don’t spend $73 million consolidating ownership of an uneconomic mine unless you’re confident the government will eventually provide the subsidies necessary to make it work.
The Numbers That Don’t Work Without Subsidies
USA Rare Earth’s press release projects that by 2030, Round Top will extract “approximately 40,000 metric tons per day of rare earth and critical mineral feedstock.”
Let’s do the math on what that means.
40,000 metric tons per day equals 14.6 million metric tons per year. At ore grades of 0.03-0.06% TREO, that yields roughly 4,380 to 8,760 metric tons of rare earth oxides annually.
For comparison, global rare earth oxide production is approximately 280,000 metric tons per year. China produces about 168,000 metric tons annually. Round Top, if it hits USA Rare Earth’s projections, would represent 1.5-3% of global supply.
That’s meaningful but not transformative. The United States currently imports roughly 100% of its rare earth materials. Domestic demand is estimated at 15,000-20,000 metric tons per year for magnets, catalysts, and other applications. Round Top at full capacity would supply 25-45% of U.S. consumption.
The economics only work if:
- Round Top actually achieves commercial production (still not achieved at Stillwater after five years)
- Extraction costs stay competitive with Chinese producers (unlikely given 100x lower ore grades)
- Government provides permanent price support or guaranteed purchases (not yet secured)
- Capital costs don’t spiral during construction (Fluor and WSP partnerships suggest massive infrastructure spend ahead)
The press release mentions Round Top is “located on Texas state land” and operates “under a long-term lease with the Texas General Land Office” with proceeds supporting “the Texas Permanent School Fund and public education across the state.”
That’s laudable. It’s also a recurring cost that must be paid regardless of whether the mine operates profitably. Lease payments, royalties, environmental compliance, reclamation bonds, and ongoing maintenance all require cash flow. If rare earth prices collapse or Chinese competition intensifies, those obligations don’t disappear.
USA Rare Earth is consolidating ownership of an asset that requires billions in capital investment, faces structural cost disadvantages versus global competition, and depends on government policy support that the Supreme Court just ruled partially unconstitutional.
Either the company knows something about forthcoming government commitments that isn’t public yet, or management believes the “national security infrastructure” argument will compel permanent subsidies regardless of economics.
Stillwater: Still Waiting After $8.2 Million
The TMRC acquisition press release makes no mention of Stillwater. No update on the magnet facility’s commissioning status. No confirmation of job creation progress toward the 100-employee threshold. No acknowledgment that the March 31, 2026 TIF development deadline is 26 days away.
USA Rare Earth has money to buy out a minority shareholder in Texas. The company doesn’t have updates for Stillwater taxpayers who invested $7 million four years ago based on promises of 2023 production and 100+ jobs.
The silence is becoming its own story. Mayor Will Joyce has issued no public statement about compliance monitoring or enforcement of the TIF agreement’s development milestones. The Stillwater City Council has held no public meetings discussing USA Rare Earth’s performance. Oklahoma officials have provided no updates on whether the company has met the job creation requirements necessary to avoid clawback of the $1.2 million in state subsidies.
The company cycles through CEOs (four since 2022), misses every production deadline by years (Stillwater promised 2023, still not producing 2026), burns through capital ($248 million in losses through Q3 2025), and issues going concern warnings from auditors. But when a minority shareholder in Texas needs to be bought out, $73 million in stock materializes immediately.
For Stillwater taxpayers, the TMRC acquisition raises uncomfortable questions that extend far beyond the $7 million TIF investment.
The city invested $7 million in 2022 based on promises of 2023 production and 100+ jobs. Four years later, production hasn’t started and job creation remains unconfirmed. The March 31, 2026 development deadline approaches with no public updates from city officials.
But the infrastructure burden has already arrived. Stillwater’s streets and intersections around the facility have not been upgraded to handle industrial traffic. The city’s waste infrastructure was not designed to support the chemical-intensive rare earth production operations the plant will eventually conduct. A nearby data center and expanded transmission lines create additional drains on municipal resources and utilities. These infrastructure costs fall on Stillwater taxpayers regardless of whether USA Rare Earth ever produces a single magnet commercially. They were not part of the initial private “deals” Mayor Will Joyce provided.
On May 16, 2025, an anonymous whistleblower filed a formal audit request with Oklahoma State Auditor Cindy Byrd alleging the USA Rare Earth deal “contains no enforceable binding job quotas.” Nine months later, no public response from the auditor’s office has been disclosed.
The need for local jobs is real. Stillwater is a college town with an economy heavily dependent on Oklahoma State University. Stable, high-wage manufacturing employment would diversify the local economy and provide career opportunities beyond education and service sectors. The 100 jobs promised at $60,000+ median wages would represent meaningful economic impact for a city of roughly 50,000 residents. In order to make ends meet, the red solo cup keg parties at $5 per head are no longer an option at age 24.
USA Rare Earth just spent $73 million on a Texas land deal while providing zero transparency to Stillwater about compliance with the TIF agreement’s milestones that included talks of J O B S.. The company has hundreds of millions in cash and access to billions more in committed capital. Finding resources to honor commitments to Stillwater taxpayers and to help offset the infrastructure costs the project has already imposed should not be difficult.
The silence suggests either:
- The company has met its obligations but chooses not to disclose compliance publicly
- The company has not met its obligations and officials are quietly negotiating extensions
- The company and city officials both hope the March 31 deadline passes without public scrutiny
None of those options reflect well on transparent governance for the people of Stillwater.
Stillwater’s $7 million bought a promise of domestic manufacturing jobs and economic development. Four years later, the city has a 310,000 square foot building in “commissioning” status and a March 31 deadline that officials refuse to discuss publicly.
Texas Mineral Resources Corporation’s shareholders are getting 3.8 million shares of USA Rare Earth stock. Stillwater taxpayers are getting silence.
The SPAC Deal That Explains Everything
There’s a pattern hiding in USA Rare Earth’s capital structure that explains much of what looks suspicious about the company’s financing and stock performance.
USA Rare Earth went public through a SPAC merger with Inflection Point Acquisition Corp. II in March 2025. The SPAC was founded and chaired by Michael Blitzer, who is also chairman of USA Rare Earth.
In August 2025, Blitzer sold $32.95 million in USA Rare Earth stock at $15.75 per share. Five months later, in January 2026, his SPAC (Inflection Point) anchored the $1.5 billion PIPE transaction at $21.50 per share—36% higher than the price at which Blitzer personally sold shares in the summer.
This creates a circular financing structure:
- Blitzer’s SPAC takes USA Rare Earth public (March 2025)
- Blitzer personally sells $33 million in USAR stock (August 2025) at $15.75
- Blitzer’s SPAC anchors $1.5 billion PIPE (January 2026) at $21.50
- Existing shareholders get diluted, Blitzer’s SPAC gets equity at premium prices, Blitzer has already cashed out personally at lower prices
It’s not technically illegal. SPACs exist to take companies public and often participate in subsequent financings. Founders and major shareholders routinely sell portions of their holdings after lockup periods expire. PIPE transactions are standard mechanisms for raising capital.
But the optics are terrible. The chairman sells low, his SPAC buys high five months later, and retail investors are left wondering who benefits from the structure.
Now USA Rare Earth is issuing another 3.8 million shares to acquire TMRC, further diluting existing shareholders. The press release emphasizes that TMRC shareholders get “the benefits of USAR’s enhanced capital markets presence, liquidity and balance sheet.”
Translation: TMRC shareholders are escaping a penny stock with no liquidity by exchanging into a NASDAQ-listed company with billions in committed capital and access to public markets. They’re getting a liquidity event funded by dilution of USA Rare Earth’s existing shareholder base.
The question is whether existing USAR shareholders are getting commensurate value. That depends entirely on whether Round Top ever produces profitably. And that depends on whether the government provides the permanent subsidy structure necessary to make low-grade rare earth mining competitive with Chinese production.
The Permanent Subsidy Model Becomes Explicit
The TMRC acquisition clarifies USA Rare Earth’s actual business model. This isn’t a mining company trying to generate returns for shareholders through profitable rare earth sales. This is infrastructure the U.S. government has decided must exist for national security reasons.
The MP Materials precedent established that the Department of Defense is willing to pay 83% premiums over Chinese market prices ($110/kg vs $60/kg) and guarantee purchases for a decade. That’s not a market-based transaction. That’s a strategic subsidy disguised as a procurement contract.
USA Rare Earth is building the same model. The company is consolidating assets (Stillwater magnet facility, Round Top mine, LCM metal processing), accumulating government commitments ($1.6 billion Letter of Intent, potential for direct subsidy agreements like MP Materials), and positioning itself as critical infrastructure rather than a profit-seeking enterprise.
The Supreme Court ruling that struck down Trump’s tariffs doesn’t eliminate this model. It just forces the subsidies to be more explicit. Instead of protecting domestic rare earth producers through import tariffs (which the Court ruled illegal), the government must now either:
- Pass congressional legislation explicitly authorizing rare earth industry subsidies
- Structure direct procurement contracts with price guarantees like the MP Materials deal
- Provide grant funding, loan guarantees, or other forms of financial support
All three mechanisms require acknowledging that domestic rare earth production cannot compete with Chinese materials on pure economics. The subsidies must be permanent or the industry collapses.
USA Rare Earth is betting that the national security argument—that America cannot depend on China for critical minerals essential to defense systems, EVs, wind turbines, robotics, and advanced manufacturing will compel such permanent support.
The TMRC acquisition is a $73 million bet that this subsidy model will materialize and persist. You don’t consolidate ownership of an uneconomic mine unless you’re confident the government will eventually make it economic through sustained financial support.
The National Security Argument: Real or Rationalization?
The strongest defense of USA Rare Earth’s model is that rare earth production genuinely constitutes national security infrastructure.
China’s March 2025 decision to halt rare earth exports during escalating trade tensions demonstrated American vulnerability. The United States imports virtually 100% of rare earth materials despite having domestic deposits. Permanent magnets containing rare earths are essential for:
- Guided missiles and precision weapons
- F-35 fighter jets and military helicopters
- Electric vehicle motors
- Wind turbine generators
- MRI machines and medical devices
- Industrial robots and automation
- Smartphones and consumer electronics
If China can shut off rare earth exports at will, America’s defense industrial base, clean energy transition, and technology sector all face supply chain disruption.
The argument for permanent subsidies is straightforward: national security infrastructure doesn’t have to be profitable. The Pentagon doesn’t expect to make money on aircraft carriers. The Interstate Highway System isn’t operated for profit. Strategic petroleum reserves exist for emergency access, not commercial returns.
If rare earth production is genuinely strategic infrastructure, then subsidizing domestic capacity makes sense even if it never competes economically with Chinese production. The insurance value of having domestic supply during a conflict or embargo justifies the ongoing cost.
The counterargument is that “national security” becomes a rationalization for subsidizing any industry that wants government support. Steel, semiconductors, pharmaceuticals, shipbuilding, and countless other sectors claim strategic importance. If all of them receive permanent subsidies, the federal budget becomes a permanent bailout fund for uncompetitive industries.
Where rare earths fall on this spectrum is genuinely debatable. But what’s not debatable is that USA Rare Earth is explicitly building a business model that depends on this argument succeeding.
The Real Question
The TMRC acquisition clarifies what USA Rare Earth actually is: not a mining company trying to generate profits, but infrastructure the government has decided must exist.
The company has zero revenue after five years. Production facilities years behind schedule. Ore deposits with cost structures that can’t compete with Chinese materials without subsidies. A stock down 59% from October peaks despite $3.1 billion in funding. A Supreme Court ruling that invalidated the tariff protection the business model originally depended upon.
USA Rare Earth just spent $73 million consolidating ownership of assets that might never be profitable. That decision only makes sense if management believes permanent government subsidies will materialize.
The MP Materials precedent proves such subsidies are possible. The Department of Defense is paying 83% premiums over Chinese market prices and guaranteeing purchases for a decade. That’s corporate welfare justified by national security concerns.
Whether USA Rare Earth secures similar commitments remains unknown. The January 2026 Letter of Intent provided access to capital but no price guarantees or purchase commitments. Additional government support might be forthcoming or might not.
What is clear: Stillwater committed $7 million four years ago expecting 2023 production and 100+ jobs. The March 31, 2026 development deadline is 26 days away. The company just announced a $73 million acquisition in Texas. Mayor Joyce has provided zero public updates on compliance or enforcement. Taxpayers deserve answers about the March 31 deadline, actual job creation numbers, production timelines, and whether the facility’s viability depends on subsidies that haven’t been secured.
That’s a legitimate policy question. It deserves honest debate, transparent analysis, and clear answers about costs and benefits.
Writing By: Robbie Robertson | Editing by Robbie Robertson
Editor’s Note:
Sources
TMRC Acquisition:
USA Rare Earth: “USA Rare Earth to Acquire Texas Mineral Resources Corporation” (March 5, 2026) GlobeNewswire press release
MP Materials DoD Contract Structure:
MP Materials: “MP Materials Announces Transformational Public-Private Partnership with the Department of Defense” (July 10, 2025) https://investors.mpmaterials.com/investor-news/news-details/2025/MP-Materials-Announces-Transformational-Public-Private-Partnership-with-the-Department-of-Defense-to-Accelerate-U-S–Rare-Earth-Magnet-Independence/default.aspx
Bipartisan Policy Center: “DOD Bets Big on Rare Earth Elements” (October 25, 2025) https://bipartisanpolicy.org/article/dod-bets-big-on-rare-earth-elements/
USA Rare Earth Financial Performance:
USA Rare Earth Q3 2025 Form 10-Q USA Rare Earth Form 10-K (March 31, 2025)
Supreme Court Tariff Ruling:
Learning Resources, Inc. v. Trump, 607 U.S. ___ (2026) https://www.supremecourt.gov/opinions/25pdf/24-1287_4gcj.pdf
Stillwater Subsidies and Accountability:
Oklahoma Department of Commerce: “Governor Stitt, Department of Commerce Secure First Domestic Rare Earth Metal and Magnet Manufacturing Facility” (June 9, 2022) https://www.okcommerce.gov/governor-stitt-department-of-commerce-secure-first-domestic-rare-earth-metal-and-magnet-manufacturing-facility/
The Oklahoma Post: “$8.2 Million from Oklahoma, $277 Million from Feds, Zero Dollars in Revenue: The USA Rare Earth Math Problem” (February 2026)
The Oklahoma Post: “The Foundation Just Cracked: Supreme Court Kills Tariffs That Justified USA Rare Earth’s Rise” (February 2026)
Participants in the Solicitation
USAR, TMRC and certain of their respective directors and executive officers and other members of their respective management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction.
Information about the directors and executive officers of USAR, including a description of their direct or indirect interests, by security holdings or otherwise, is contained in the sections entitled “Management” and “Beneficial Ownership of Securities” of USAR’s final prospectus dated February 11, 2026, filed with the SEC on February 12, 2026, and which is available free of charge at the SEC’s website at www.sec.gov, and at the following URL: https://www.sec.gov/Archives/edgar/data/1970622/000121390026015109/ea0269018-03.htm#T99111. Additional information regarding the interests of such participants will be contained in the Registration Statement when available.
Information about the directors and executive officers of TMRC, including a description of their direct or indirect interests, by security holdings or otherwise, is contained in Part III of TMRC’s Annual Report on Form 10-K for the year ended August 31, 2025, filed with the SEC on November 28, 2025, as amended on December 23, 2025, and which is available free of charge at the SEC’s website at www.sec.gov, and at the following URL: https://www.sec.gov/Archives/edgar/data/1445942/000199937125021159/tmrc-10ka_083125.htm#tmrc10kaa001. Additional information regarding the interests of such participants will be contained in the Registration Statement when available.
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