As confidentially submitted to the Securities and Exchange Commission on February 3, 2026. This Amendment No. 1 to the draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

___________________________

Rare Earths Americas, Inc.

(Exact name of registrant as specified in its charter)

___________________________

250 Fillmore Street, Suite 150

Denver, CO 80206

[_]

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

___________________________

Donald Swartz

Chief Executive Officer and President

Rare Earths Americas, Inc.

250 Fillmore Street, Suite 150

Denver, CO 80206

[_]

(Name, address, including zip code, and telephone number, including area code, of agent for service)

___________________________

Copies to:

___________________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.

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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Shares

Common Stock

RARE EARTHS AMERICAS, INC.

This is the initial public offering of shares of common stock of Rare Earths Americas, Inc. All of the shares of common stock are being sold by us.

Prior to this offering, there has been no public market for our common stock. It is currently estimated that the initial public offering price per share will be between $ and $ . We intend to apply to list our common stock on the NYSE American LLC (“NYSE American”) under the trading symbol “REA”.

We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings.

Investing in our common stock involves a high degree of risk. See the section titled “Risk Factors” beginning on page 11 to read about factors you should consider before buying shares of our common stock.

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To the extent that the underwriters sell more than shares of common stock, the underwriters have the option to purchase up to an additional shares of common stock from us at the initial public offering price less the underwriting discount.

The underwriters expect to deliver the shares against payment in New York, New York on , 2026.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Cantor

Prospectus dated , 2026

TABLE OF CONTENTS

“REA,” “Rare Earths Americas,” the “Rare Earths Americas” logo, and other trademarks, trade names, or service marks of Rare Earths Americas, Inc. appearing in this prospectus are the property of Rare Earths Americas, Inc. All other trademarks, trade names, and service marks appearing in this prospectus are the property of their respective owners. Solely for convenience, the trademarks and trade names in this prospectus may be referred to without the ® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert their rights thereto.

Neither we nor the underwriters have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of shares of our common stock. Our business, financial condition, and results of operations may have changed since that date.

For investors outside the United States: Neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus or any free writing prospectus we may provide to you in connection with this offering in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus and any such free writing prospectus outside the United States.

GLOSSARY OF MINING AND OTHER TERMS

“Cut-off Grade” means a term used in S-K 1300 to describe the grade that determines the destination of the material during mining. For purposes of establishing “prospects of economic extraction,” the cut-off grade is the grade that distinguishes material deemed to have no economic value (it will not be mined in underground mining or if mined in surface mining, its destination will be the waste dump) from material deemed to have economic value (its ultimate destination during mining will be a processing facility).

“Deposit” means an accumulation of minerals.

“Development Stage” means a term used in S-K 1300 to describe a property that has mineral reserves disclosed but no material extraction.

“Exploration Stage” means a term used in S-K 1300 to describe a property that has no mineral reserves disclosed.

“Feasibility Study” means a term used in S-K 1300 to describe a comprehensive technical and economic study of the selected development option for a mineral project, which includes detailed assessments of all applicable modifying factors, as defined by S-K 1300, together with any other relevant operational factors, and detailed financial analysis that are necessary to demonstrate, at the time of reporting, that extraction is economically viable. The results of the study may serve as the basis for a final decision by a proponent or financial institution to proceed with, or finance, the development of the project.

“Indicated Mineral Resource” means a term used in S-K 1300 to describe that part of a mineral resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling. The level of geological certainty associated with an indicated mineral resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Because an indicated mineral resource has a lower level of confidence than the level of confidence of a measured mineral resource, an indicated mineral resource may only be converted to a probable mineral reserve.

“Inferred Mineral Resource” means a term used in S-K 1300 to describe that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. The level of geological uncertainty associated with an inferred mineral resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Because an inferred mineral resource has the lowest level of geological confidence of all mineral resources, which prevents the application of the modifying factors in a manner useful for evaluation of economic viability, an inferred mineral resource may not be considered when assessing the economic viability of a mining project, and may not be converted to a mineral reserve.

“Measured Mineral Resource” means a term used in S-K 1300 to describe that part of a mineral resource for which quantity and grade or quality are estimated on the basis of conclusive geological evidence and sampling. The level of geological certainty associated with a measured mineral resource is sufficient to allow a qualified person to apply modifying factors, as defined in S-K 1300, in sufficient detail to support detailed mine planning and final evaluation of the economic viability of the deposit. Because a measured mineral resource has a higher level of confidence than the level of confidence of either an indicated mineral resource or an inferred mineral resource, a measured mineral resource may be converted to a proven mineral reserve or to a probable mineral reserve.

“Mineralization” means the concentration of metals within a body of rock or the process by which such concentration occurs.

“Mineral Reserve” means a term used in S-K 1300 to describe an estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of a qualified person, can be the basis of an economically viable project. More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted.

“Mineral Resource” means a term used in S-K 1300 to describe a concentration or occurrence of material of economic interest in or on the Earth’s crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction. A mineral resource is a reasonable estimate of mineralization, taking into account relevant factors

such as cut-off grade, likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable. It is not merely an inventory of all mineralization drilled or sampled.

“Mining” means the extraction of valuable geological materials from the Earth.

“Probable Mineral Reserves” means a term used in S-K 1300 to describe the economically mineable part of an indicated and, in some cases, a measured mineral resource.

“Qualified Person” or “QP” means a term used in S-K 1300 to describe an individual who (1) is a mineral industry professional with at least five years of relevant experience in the type of mineralization and type of deposit under consideration and in the specific type of activity that person is undertaking on behalf of us; and (2) is an eligible member or licensee in good standing of a recognized professional organization that meets certain criteria specified under S-K 1300.

“Recovery” means that portion (usually expressed as a percentage) of the metal contained in mineralized material that is successfully extracted by processing.

“Sampling” means selecting a fractional part of a mineral deposit for analysis.

“Sediment” means solid fragmental material that originates from weathering of rocks and is transported or deposited by air, water, or ice, or that accumulates by other natural agents, such as chemical precipitation from solution or secretion by organisms, and that forms in layers on the earth’s surface at ordinary temperatures in a loose, unconsolidated form.

“S-K 1300” means subpart 1300 of Regulation S-K, promulgated by the U.S. Securities and Exchange Commission, which sets forth the rules and regulations for disclosure by registrants engaged in the mining industry.

“Technical Report Summaries” means, collectively, the technical report summaries for each of the Shiloh Project, Alpha Project and Constellation Project, in accordance with S-K 1300, filed as Exhibits 96.1, 96.3 and 96.2, respectively, to this registration statement, of which this prospectus forms a part.

“TREO” means total rare earth oxides.

RISK FACTORS

In addition to the other information contained in this prospectus, including the matters addressed under the heading “Special Note Regarding Forward-Looking Statements” and “Market and Industry Data,” you should carefully consider the following risk factors, together with all of the other information included in this prospectus, including the financial statements and notes to the financial statements included herein, before deciding whether to invest in our common stock. The risk factors described below disclose the material risks, but are not intended to be exhaustive, and do not describe all of the risks we are facing or may face in the future. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on our business, financial condition, results of operations and prospects of, in which event the market price of our common stock could decline, and you could lose part or all of your investment. Additional risks not currently known to us or that we currently deem to be immaterial, or that are not identified because they are generally common to businesses, also may have a material adverse effect on our business, financial condition, results of operations or prospects. Because of the factors described in this section and elsewhere in this prospectus, as well as other factors affecting our businesses, financial condition, operating results, and prospects, past financial performance should not be considered a reliable indicator of future performance, and investors should not rely on historical trends to anticipate trends or results in the future.

Risks Related to Our Business

We are an exploration stage mining company with no operating history other than conducting limited exploratory activities, and there are no assurances that we will build successful business operations or ever produce minerals from any of our properties.

We are an exploration stage mining company, which means that we have no material property with mineral reserves disclosed. We do not currently operate any mines, and we do not have any direct or indirect interest in any active mining operations. Each of our three material mineral projects, the Shiloh Project, Alpha Project, and Constellation Project, is in an exploration stage and has never been mined for rare earth elements by us or by any prior owner. Additionally, we have several additional, currently not material, early-stage exploration projects, including our Homer Project. As a result, we have never produced revenue, and we have no operating history upon which to base estimates of future operating costs, capital expenditure needs, site remediation costs or other necessary investments. While our management team and board of directors have extensive combined mining sector-related experience, the Company has no experience in developing or operating a mine. We may never be able to develop and produce minerals from a commercially viable mineral property.

Advancing our mineral properties to the development stage (which the SEC defines as the preparation of mineral reserves for extraction) will require significant capital and time, and successful commercial production from any mines will be subject to the additional risks associated with developing and establishing new mining operations and business enterprises including:

Our mining rights are subject to mineral rights purchase option agreements, and we may be unable to exercise such options.

Our wholly owned subsidiaries are party to various mineral rights purchase option agreements, pursuant to which we have been granted options to purchase and/or lease certain mining rights subject to, among other things, our payment of the applicable premiums and exercise prices, which are substantial. Therefore, our acquisition of certain mining rights depends on our ability to obtain adequate financial resources to pay the applicable exercise prices. In some instances, the payment of the exercise price shall be via the issuance of our shares, which issuance would dilute the ownership percentage of existing stockholders. We may not be able to successfully complete our planned exploration activities, establish mining operations or profitably produce rare earth elements at any of our current or future properties if we are unable to exercise such options. Please see the section titled “Business – Mining Rights” for a description of our mineral rights purchase option agreements.

We have no history of producing rare earth elements.

We have no history of producing rare earth elements. Our properties are all exploration stage properties in various stages of exploration and evaluation. Our Shiloh Project and our non-material exploration projects, including Homer, are all early-stage exploration projects and are not yet at the resource stage. Advancing properties from exploration into the development stage requires significant capital and time, and successful commercial production from a property, if any, will be subject to completing various studies through definitive feasibility, permitting and construction of the mines, processing plants, roads, and other related works and infrastructure. As a result, we are subject to all the risks associated with developing and establishing new mining operations and business enterprises including:

The costs, timing and complexities of exploration, development and construction activities may be increased by the location of our properties and demand by other rare earth elements exploration and mining companies. It is common in exploration programs to experience unexpected problems and delays during drill programs and, if warranted, development, construction and mine start-up. Accordingly, our activities may not result in profitable mining operations and we may not succeed in establishing mining operations or profitably producing rare earth minerals.

Mineral exploration is highly speculative and subject to an exceptionally high probability of failure.

The mineral exploration industry is characterized by significant risk and uncertainty. It is widely understood that many exploration programs are unsuccessful for a multitude of reasons including political environment, capital markets, lack of funding and government regulation.

The purpose of exploration is to demonstrate the dimensions, position and mineral characteristics of mineral deposits, estimate mineral resources, assess amenability of the deposit to mining and processing scenarios and estimate potential deposit value. Once mineralization is discovered, it may take several years from the initial exploration phases before production is possible, during which time the project may cease to be feasible. Substantial expenditures are required to establish proven and probable mineral reserves, to determine processes to extract the metals and, if required, to construct mining and processing facilities and obtain the rights to the land and resources required to develop the mining activities.

Development projects have no operating history upon which to base estimates of proven and probable mineral reserves and estimates of future operating costs. Estimates are, to a large extent, based upon the interpretation of geological data and modeling obtained from drill holes and other sampling techniques, feasibility studies that derive estimates of operating costs based upon anticipated tonnage and grades of material to be mined and processed, the configuration of the deposit, expected recovery rates, facility and equipment capital and operating costs, anticipated climatic conditions and other factors. As a result, actual operating costs and economic returns based upon development of proven and probable mineral reserves may differ significantly from those originally estimated. Moreover, significant decreases in actual or expected commodity prices may mean rare earth elements, once found, will be uneconomical to mine.

We have not yet established mineral reserves and hold exploration options that may not mature into viable operations. There is no guarantee that the properties contain economically extractable rare earth elements, or that we will be able to bring such properties to economic production.

Estimates that guide our development plans and anticipated financing needs with respect to our mineral projects may prove inaccurate or incomplete, which could adversely affect our ability to continue our exploration plans and to profitably produce rare earth elements at any of our properties.

Estimates that guide our development and financing plans are based on the interpretation of geological data, feasibility studies, anticipated climatic conditions and other factors. Any of the following events, among the other events and uncertainties described in this prospectus, could affect the accuracy of such estimates:

Inaccuracies in such estimates could adversely affect our ability to continue our exploration plans and to profitably produce rare earth elements at any of our current or future properties.

Any material changes in mineralization estimates and grades of mineralization will affect the economic viability of placing any projects into production.

Because we have not completed various studies and have not commenced actual production, mineralization estimates for our projects may require adjustments or downward revisions. Rare earth elements recovered in small scale tests may not be duplicated in large scale tests under on-site conditions or in production scale.

The estimates contained in this prospectus have been determined and valued based on assumed future prices, cut-off grades and operating costs that may prove to be inaccurate. Extended declines in market prices for rare earth elements may render portions of our mineralization estimates uneconomic and result in reduced reported mineralization or adversely affect the commercial viability determinations we reach. Any material reductions in estimates of mineralization, or of our ability to extract this mineralization, could have a material adverse effect on our share price and the value of our properties.

We may be adversely affected by fluctuations in demand for, and prices of, magnet rare earth elements.

Because our potential revenue is, and will for the foreseeable future be, derived from the production and sale of rare earth elements, changes in demand for, and the market price of, and taxes and other tariffs and fees imposed upon magnet rare earth elements and their inputs could significantly affect our profitability. Our financial results may be significantly adversely affected by declines in the prices of magnet rare earth elements. Magnet rare earth elements prices may fluctuate and are affected by numerous factors beyond our control, such as interest rates, exchange rates, taxes, tariffs, inflation or deflation, fluctuation in the relative value of the U.S. dollar against foreign currencies on the world market, shipping and other transportation and logistics costs, global and regional supply and demand for magnet rare earth elements, potential industry trends, such as competitor consolidation or other integration methodologies, and the political and economic conditions of countries that produce and procure magnet rare earth elements. Furthermore, supply side factors have a significant influence on price volatility for critical and rare earth elements prices. Supply of rare earth elements is currently dominated by Chinese producers. The Chinese Central Government regulates production via quotas and environmental standards and has in the past and may continue to change in the future such production quotas and environmental standards. Periods of over supply or speculative trading of rare earth elements can lead to significant fluctuations in the market price of rare earth elements.

In contrast, extended periods of high commodity prices may create economic dislocations that may be destabilizing to rare earth elements supply and demand and ultimately to the broader markets. While some periods of high rare earth elements market prices generally are beneficial to our financial performance if we are producing rare earth elements, if ever, or if magnet rare earth elements prices rise in concert with such higher rare earth elements prices, strong rare earth elements prices, however, also create economic pressure to identify or create alternate technologies that ultimately could depress future long-term demand for magnet rare earth elements, and at the same time may incentivize development of competing mining properties.

The success of our business will depend, in part, on the growth of existing and emerging uses for magnet rare earth elements.

Our strategy is to produce and sell magnet rare earth elements, which are used in existing and emerging technologies, such as robotics, electric and hybrid vehicles, advanced air mobility, clean energy, consumer electronics and other high-growth, advanced motion technologies. The success of our business accordingly depends on the continued growth of these end markets and successfully commercializing magnet rare earth elements in such markets. If the market for these existing and emerging technologies does not grow as we expect, grows more slowly than we expect, or if the demand for our products in these markets decreases, then our business, prospects, financial condition and operating results could be harmed. In addition, the market for these technologies, particularly in the automotive and wind turbine industry, tends to be cyclical, which exposes us to increased volatility, and it is uncertain as to how such macroeconomic factors will impact our business.

A prolonged or significant economic contraction in the United States or worldwide could put downward pressure on market prices of magnet rare earth elements. Protracted periods of low prices for magnet rare earth elements could significantly reduce revenues and the availability of required development funds in the future. This could cause substantial reductions to, or a suspension of, magnet production operations, impair asset values and reduce our results of operations and financial condition.

Demand for our products may be impacted by demand for downstream products incorporating magnet rare earth elements, including robotics, hybrid and electric vehicles, wind turbines, medical equipment, military equipment and other high-growth, advanced motion technologies, as well as demand in the general automotive and electronic industries. Lack of growth or changes in these markets may adversely affect the demand for our products. Any unexpected costs or delays in the commercialization of magnet rare earth elements or any of our other expected products, or less than expected demand for the critical existing and emerging technologies that use magnet rare earth elements, could have a material adverse effect on our financial condition or results of operations.

An increase in the global supply of magnet rare earth elements or, dumping, predatory pricing and other tactics by our competitors or state actors may adversely affect our profitability.

The pricing and demand for magnet rare earth elements is affected by several factors beyond our control, including growth of economic development and the global supply and demand for magnet rare earth elements. China is projected to continue to account for a substantial portion of global magnet rare earth elements production in the near future. China dominates the manufacture of metals and magnet rare earth elements, capabilities that are not currently materially present in the United States, and the Chinese Central Government regulates production via quotas and environmental standards. Over the past few years, there has been significant restructuring of the Chinese markets in line with China Central Government policy. Assuming that we reach production of magnet rare earth elements and other planned downstream products and subsequently become fully operational and integrated, increased competition may lead our competitors to engage in predatory pricing or other behaviors designed to inhibit our further downstream integration. Any increase in the amount of magnet rare earth elements or related products available in the market, including those exported from other nations, would result in increased competition and may result in price reductions, reduced margins or loss of potential market share, any of which could materially adversely affect our profitability. As a result of these factors, we may not be able to compete effectively against current and future competitors.

A shortage of equipment, supplies and qualified personnel could adversely affect our ability to operate our business.

We are dependent on various supplies and equipment to carry out our mining exploration and, if warranted, development operations. The shortage of such supplies, equipment and parts could have a material adverse effect on our ability to carry out our operations and therefore limit or increase the cost of production.

Suitable infrastructure may not be available or damage to existing infrastructure may occur.

Exploration activities depend on adequate infrastructure. Reliable roads, bridges, port and/or rail transportation, power sources, water supply and access to key consumables are important determinants for capital and operating costs. The lack of availability on acceptable terms or the delay in the availability of any one or more of these items could prevent or delay exploration, development or exploitation of our projects. If adequate infrastructure is not available in a timely and cost-effective manner, the exploitation or development of our projects might not be commenced or completed on a timely basis, or at all, the resulting operations might not achieve the anticipated production volume and the construction costs and operating costs associated with the exploitation and/or development of our projects might be higher than anticipated. In addition, extreme weather phenomena, sabotage, vandalism, government, non-governmental organization and community or other interference in the maintenance or provision of such infrastructure could adversely affect our business, results of operations, financial condition or prospects.

Diminished access to water may adversely affect our operations.

Exploration and eventual processing of rare earth elements requires significant amounts of water. Any disruption in the process or loss of access to adequate water sources could prompt the need for significant access to fresh water. Additionally, once we complete the pending projects, we will require an even greater amount of water for our separation and extraction operations, including additional fresh water. In addition, water usage, including extraction, containment, and recycling, requires appropriate permits, which are granted by respective regulatory authorities in Brazil and the United States. The available water supply may be adversely affected by shortages or changes in

governmental regulations. We cannot assure stockholders that water will be available in sufficient quantities to meet our future production needs or will prove sufficient to meet our water supply needs. In addition, we cannot assure stockholders that we will maintain our existing licenses related to water rights, particularly if political changes lead to additional regulatory requirements or review of existing licenses. A reduction in our water supply could materially adversely affect our business, results of operations and financial position. In addition, if we are unable to obtain the necessary licenses with respect to water use, we may be prevented from pursuing some of our planned expansion projects.

We depend on key personnel for the success of our business. We may be unable to attract and retain qualified mining and technical personnel, which could materially and adversely affect our business and the execution of our strategic plans.

We highly value and depend on the contributions of our senior management and key personnel, particularly our experts with respect to rare earth elements production. Our success continues to depend largely upon the performance of key officers, employees and consultants who have advanced us to our current stage and contributed to our potential for future growth. The mining industry in the United States faces a significant and growing shortage of skilled personnel, including qualified mining engineers, geologists, metallurgists, and experienced technical staff. The U.S. mining workforce has a high average age, and a substantial number of experienced professionals are expected to retire in the coming years. At the same time, enrollment in university and college mining engineering and geology programs has been in a long-term decline, leading to a limited pipeline of new talent.

Our ability to execute our exploration, development, and operational plans depends on our capacity to attract, hire, and retain individuals with the necessary technical skills and experience. As a result of this industry-wide shortage, we face increased competition for talent, which may require us to offer higher compensation packages or face delays in hiring. We may also be required to seek talent from foreign jurisdictions, which could be subject to visa and other immigration-related restrictions. We may not be able to replace our senior management or key personnel (including personnel that are key to rare earth elements production) with persons of equivalent expertise and experience within a reasonable period of time or at all if one or more of our senior management and key personnel are not retained, and we may incur additional expenses to recruit, train and retain additional personnel. Any prolonged inability to retain key individuals, or to attract and retain new talent as we grow, could have a material adverse effect upon our growth potential and prospects. Additionally, we have not purchased any “key-man” insurance for our directors, officers or key employees.

The loss of key personnel or our inability to find suitable replacements in a timely manner could:

If we are unable to successfully attract and retain a sufficient number of qualified employees, it could have a material adverse effect on our business, financial condition, and results of operations.

We may enter into contracts with government entities, which may expose us to greater risks than contracts with non-government entities.

We may enter into contracts with government entities. The terms of such contracts are often non-negotiable and may expose us to greater commercial, political and operational risks than we would assume in other contracts, such as, for example, exposure to materially greater environmental liability, personal injury and other claims for damages (including consequential damages), or the risk that the contract may be terminated by the government entity without cause on short-term notice, contractually or by governmental action, under certain conditions that may not provide us

with an early termination payment. Should we enter into such contracts, we can provide no assurance that the increased risk exposure will not have an adverse impact on our future operations.

Risks Related to Our Financial Position and Capital Needs

As a newly public company with no revenue and operations, we will incur substantial operating losses for the foreseeable future and may never achieve or sustain profitability.

We may never achieve or sustain profitability. None of our mineral projects have commenced commercial production, and commercial production at our mineral projects will require significant capital and expenditures. To become and remain profitable, we must generate significant revenues at one or more of our mineral projects, which will require us to be successful in a range of challenging activities that are subject to numerous risks, including those set forth in this “Risk Factors” section. In addition, we may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely affect our revenues, expenses and profitability. Our failure to achieve or sustain profitability would depress our market value, could impair our ability to execute our business plan, raise capital or continue our operations and could cause you to lose all or part of your investment.

Our ability to fund mineral exploration and development depends on our ability to obtain additional financing, and we may be unable to do so on favorable terms, if at all.

Mineral exploration and development are capital-intensive activities. Specifically, the exploration and exploitation of reserves, mining and processing costs, the maintenance of machinery and equipment and compliance with applicable laws and regulations require substantial capital expenditures. We will be required to make substantial expenditures for the continued exploration and, if warranted, development of our mineral properties. Mining industry development projects typically require a number of years and significant expenditures before production can begin.

Our current financial resources are limited and will be insufficient to fund all planned exploration, development, and general administrative expenses. To continue operations, we will need to raise substantial additional capital through equity or debt financings in the future. The ability to secure this capital is subject to numerous factors, including the success of our exploration efforts, the general state of the capital markets, and investor sentiment toward the rare earth elements industry. There is no assurance that future financing will be available when needed or that it will be on terms that are not highly dilutive to existing shareholders. Mineral projects could experience unexpected problems and delays during development, construction and start-up. We may not be successful in obtaining the required financing or, if we can obtain such financing, such financing may not be on terms that are favorable to us. Any failure to obtain sufficient equity or debt financing for our operations on favorable terms could have a material adverse effect on our financial condition, results of operations, and prospects.

We may experience time delays, unforeseen expenses, increased capital costs, and other complications while developing our projects, these could delay the start of revenue-generating activities and increase development costs. If we establish the existence of mineral reserves in our ongoing projects in a commercially exploitable quantity, we will require additional capital in order to develop the properties into producing mines. If we cannot raise this additional capital, we will not be able to exploit any reserves, and our business could fail.

The production of rare earth elements and mineral exploration and mining by their nature involve significant risks and hazards, including potential for adverse environmental impacts, as well as industrial and mining accidents. These include, for example, occupational hazards, leaks, ruptures, explosions, chemical spills, seismic events, fires, cave-ins and blockages, flooding, discharges of gasses and toxic substances, contamination of water, air or soil resources, unusual and unexpected rock formation affecting mineralization or wall rock characteristics, ground or slope failures, rock bursts, wildfires, radioactivity and other accidents, incidents, or conditions resulting from mining or manufacturing activities, including, among others, blasting and the transport, storage and handling of hazardous materials. These operations can be dangerous and safety incidents in these operations may cause damage to and loss of equipment, injury or death, monetary losses and potential legal liabilities. Any such incidents could have a material adverse effect on our business, operating results and financial condition. Furthermore, there is the risk that relevant regulators may impose fines and work stoppages for non-compliant production or mining operating procedures and activities, which could reduce or halt production or mining until lifted. The occurrence of any of these events could delay or halt production, increase production costs and result in financial and regulatory liability for us, which could have a material adverse effect on our business, results of operations and financial condition. In addition, the relevant

environmental authorities have issued and may issue administrative directives and compliance notices in the future, to enforce applicable statutes or regulations which may require us to implement, maintain, or complete specific environmental assessment, protection or remediation measures. The authorities may also order the suspension of part, or all, of our operations if there is non-compliance with applicable laws or regulations. Contravention of some of these statutes or rules may also constitute a criminal offense and an offender may be liable for a fine or imprisonment, or both, in addition to administrative penalties. As a result, the occurrence of any of these events may have a material adverse effect on our business, results of operations and financial condition.

We have no operating history on which to evaluate our business and performance, and accordingly, our prospects must be considered in light of the risks that any new company encounters.

We were re-incorporated under the laws of the State of Texas, effective as of October 15, 2025. We have never generated any revenue from operations, our mineral properties are in the exploration stage, and we have never produced minerals in commercial quantities from any of our mineral properties. We face many risks common to early-stage enterprises, including under-capitalization, cash shortages and limitations with respect to personnel and other resources. The likelihood that in the future we will generate a level of revenue to achieve and sustain profitable operations must be considered in light of the early stage of our operations.

There is no assurance that any of our mineral properties will ultimately produce minerals in commercially viable quantities or otherwise generate operating earnings. Advancing our mineral properties into the development stage will require significant capital and time, and successful commercial production from any mines on such properties will require us to complete feasibility studies to estimate the anticipated economic returns of a project, obtain adequate financing, obtain various permits, construct processing plants and infrastructure, and complete other activities. We may not succeed in establishing mining operations or profitably producing metals at any of our current or future properties.

A non-U.S. holder may be treated as having income that is “effectively connected” with a United States trade or business upon the sale or other taxable disposition of our common stock unless (i) our common stock is regularly traded on an established securities market and (ii) such non-U.S. holder did not meet certain ownership thresholds during the applicable testing period.

A Non-U.S. Holder (as defined below) of our common stock generally will incur U.S. federal income tax on any gain realized upon a sale or other disposition of our common stock to the extent our common stock constitutes a “United States real property interest” (“USRPI”) under the Foreign Investment in Real Property Tax Act of 1980 (“FIRPTA”). A USRPI includes stock in a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code (a “USRPHC”). To our knowledge, we believe we currently are not a USRPHC. However, since the determination of whether we are or may become a USRPHC depends on the fair market value of our USRPIs relative to the fair market value of our non-U.S. real property interests and our other business assets, there can be no assurance we will not become one in the future.

Under the FIRPTA regime, a Non-U.S. Holder is taxed on any gain realized upon a sale or other disposition of a USRPI as if such gain were “effectively connected” with a United States trade or business of the Non-U.S. Holder. A Non-U.S. Holder thus will be taxed on such a gain at the same graduated rates generally applicable to U.S. persons. In addition, a Non-U.S. Holder will have to file a U.S. federal income tax return reporting that gain.

However, if our common stock is regularly traded on an established securities market (the “Regularly Traded Exception”), then gains realized upon a sale or other disposition of the common stock will not be treated as gains from the sale of a USRPI, as long as the Non-U.S. Holder owned, actually and constructively, 5% or less of our common stock throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the Non-U.S. Holder’s holding period. It is uncertain whether a trading market for our securities may develop and whether our common stock will be regularly traded for purposes of the Regularly Traded Exception (see also our “There has been no public market for our common shares prior to this offering, and an active market in which investors can resell their shares may not develop“ risk factor on page 28 of this prospectus). Accordingly, we can provide no assurances that the common stock will meet the Regularly Traded Exception at the time a Non-U.S. Holder purchases such security or sells, exchanges, or otherwise disposes of such security. The foregoing summary is qualified in its entirety

by the discussion contained herein under the heading “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders”.

Non-U.S. Holders should consult their own tax advisors regarding the potential application of the FIRPTA regime to their investment in our common stock.

We may experience increased costs at our mineral properties which could have a material adverse effect on our business, financial condition, results of operation and prospects.

The costs of exploring and developing our mineral properties will be subject to variation from time to time due to a variety of factors including

Costs are also affected by the price of commodities necessary for our operations such as fuel, steel, water, and electricity. Such commodities may be subject to volatile price movements, including increases that could make production at certain operations less profitable. A material increase in costs at any of our four material mineral projects could have a material negative impact on our business, financial condition, results of operation and prospects.

Risks Related to the Rare Earth Elements Mining Industry

The mining industry is highly competitive.

The mining industry is highly competitive. Much of our competition will come from larger and more established mining companies that have greater resources than us, including more executive management and administrative personnel, more qualified employees, newer and more efficient equipment, lower cost structures, greater liquidity and access to credit and other financial resources, more effective risk management policies and procedures, and greater financial resources allowing for a greater ability to explore and develop mining properties and withstand potential losses. As a result of such advantages, some of our competitors may be able to (i) respond more quickly to new laws, regulations or emerging technologies, (ii) devote greater resources to the operation, expansion or efficiency of their operations, and (iii) expend greater amounts of resources, including capital, in acquiring new and prospective mining properties. In addition, current and potential competitors may make strategic acquisitions or establish cooperative relationships among themselves or with third parties; and the resulting competitors or alliances may gain significant market share to our detriment. We may not be able to compete successfully against current and future competitors, and any such failure to compete successfully could have a material adverse effect on our business, financial condition or results of operations.

China has historically been the largest producer of rare earth elements, controlling a significant portion of the global output, and as a significant player, China possesses great leverage in dealing with competitors in the industry, by among other things, manipulating pricing, processing speed and other factors.

China controls a substantial majority of the world’s rare earth elements production. China’s rare earth elements industry benefits from extensive government support, allowing Chinese companies to offer rare earth elements at subsidized prices, often undercutting other producers. Moreover, Chinese companies have invested heavily in improving their processing capabilities, giving them a technological and cost advantage in the global market. Since December 2023, China has banned the export of such technologies and capabilities. While geopolitical friction and

U.S. tariff measures have tightened the pressure on China’s rare earth supply-chain leading position, weakening or displacing China’s preeminence in the sector will demand sustained, coordinated action and significant investment over an extended horizon.

Mining and mineral exploration is inherently dangerous and subject to conditions or events beyond our control, which could have a material adverse effect on our business and plans.

Mining and mineral exploration involves various types of risks and hazards, including:

These risks could result in damage to, or destruction of, our projects, production facilities or other properties, personal injury, environmental damage, delays in mining, increased production costs, monetary losses and possible legal liability. We may not be able to obtain insurance to cover these risks at economically feasible premiums. Insurance against certain environmental risks, including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from production, may be prohibitively expensive. We may suffer a material adverse effect on our business if we incur losses related to any significant events that are not covered by our insurance policies.

Permitting, licensing and approval processes are required for our operations and obtaining and maintaining required permits and licenses is subject to conditions which we may be unable to achieve.

Both mineral exploration and extraction at our projects require permits from various federal, state, provincial and local governmental authorities and are governed by laws and regulations, including those with respect to prospecting, mine development, mineral production, transport, export, taxation, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Please see the sections titled “Properties – Shiloh Project,” “Properties – Alpha Project,” and “Properties – Constellation Project” for a description of the permits known to be required. Such licenses and permits are subject to changes in regulations and changes in various operating circumstances. Companies such as ours that engage in exploration activities often experience increased costs and delays in production and other schedules because of the need to comply with applicable laws, regulations and permits. Issuance of permits for our activities is subject to the discretion of government authorities, and we may be unable to obtain or maintain such permits. Permits required for future exploration or development may not be obtainable on reasonable terms or on a timely basis. There can be no assurance that we will be able to obtain or maintain any of the permits required for the continued exploration or development of our projects (or any other mineral properties that we may subsequently acquire) or for the construction and operation of a mine on our properties that we may subsequently acquire at economically viable costs. If we cannot accomplish these objectives, our business could face difficulty and/or fail.

There may be defects in our rights under the mining claims that comprise our properties, and such defects could impair our ability to explore for mineralized material and to otherwise develop such properties.

The mining claims we rely on at our mineral properties may be challenged, and we may not have, or may not be able to obtain, the surface rights needed to explore for or develop any resources present at the property related to such claims. Unknown defects with respect to any of such claims could adversely affect our ability to explore and develop the property or process the minerals that we may ultimately mine at the applicable property. Title insurance for mineral properties is generally not available at a reasonable cost, and we may have limited ability to ensure that we have obtained valid rights to individual mineral properties. We rely on public records in Brazil with respect to our mining claims. However, any challenge to our rights in a concession could result in litigation, insurance claims and potential losses, hinder our access to capital, delay the exploration and development of the property and ultimately result in the loss of some or all of our interest in the related mineral project.

Mineral operations are subject to market forces outside of our control which could negatively impact our operations.

The marketability of minerals is affected by numerous factors beyond our control including market fluctuations, government regulations relating to prices, taxes, royalties, allowable production, imports, exports and supply and demand. One or more of these risk elements could have an impact on the costs of our operations and if significant enough, reduce the profitability of our operations.

Volatility in commodity markets may impair our financial results and access to capital.

Prices for minerals constantly fluctuate, and if the prices of rare earth elements (the primary minerals for which we are exploring) experience sudden or protracted declines, our exploration activities for those minerals may become unattractive and we may discontinue those activities. Prices of minerals are determined by a variety of factors, including market volatility in commodities prices; the exchange rate between the Brazilian Real and the U.S. Dollar; global and regional supply and demand; and changes or volatility in political and economic conditions and production costs in major mineral producing regions of the world.

Changes in government policies or funding priorities for rare earth elements and critical minerals could reduce or eliminate incentives, grants, or programs we rely on, adversely affecting development of our mineral projects and demand for our products.

Government policies regarding rare earth elements and critical minerals are subject to frequent changes based on national security priorities, supply chain assessments, and political considerations. Changes to critical minerals lists, or government funding priorities related to commercial facilities for the mining or manufacturing of rare earth elements or critical minerals, could affect our eligibility for government incentives, grants, or preferential treatment in government procurement. The modification of programs such as the Defense Production Act, the Infrastructure Investment and Jobs Act, or the Inflation Reduction Act could impact available funding, tax incentives, or regulatory streamlining that we currently benefit from or expect to benefit from in the future. Additionally, changes in government priorities or budget constraints could further result in the elimination or reduction of programs that support domestic rare earth elements and critical mineral production and processing. Further, cooperating nations’ governments may decrease support for rare earth elements and critical minerals, which could also adversely impact demand for our products and/or may pose permitting, financing and other risks for developing our projects.

Risks Related to Our Operations in Brazil

Changes in U.S. trade policy, including the imposition of tariffs on goods from Brazil, could materially and adversely affect our business and financial results.

Our operations in Brazil, including export of rare earth elements, are or could become subject to changes in U.S. trade policy. The current U.S. administration has imposed new tariffs on a wide range of imports from Brazil, citing various national security, economic, and foreign policy concerns. For example, recent executive orders have imposed an additional 40% tariff on certain Brazilian goods, bringing the cumulative duty to as high as 50% for many products.

While some products derived from rare earth elements may be temporarily exempted or subject to different tariff rates under existing trade regulations, there is no guarantee that such exemptions or rates will remain in effect. Furthermore, the political and economic justifications for these tariffs are subject to change, and we cannot predict whether new tariffs will be imposed on additional product categories or if existing tariffs will be increased.

The imposition of new or increased tariffs on these products could:

Any of these factors could have a material adverse effect on our business, financial condition, and results of operations.

Our ability to respond to market fluctuations may be limited by labor regulations and union agreements in Brazil, which could materially adversely affect our financial performance.

We will likely have a significant number of employees in Brazil upon reaching construction and production who could be members of labor unions and covered by collective bargaining agreements. Labor relations in Brazil are governed by a complex framework of laws and regulations, in addition to the terms of these agreements. As a result, our ability to implement cost-cutting measures, such as reducing our workforce or adjusting compensation, during periods of weak demand may be limited by labor regulations or existing collective bargaining agreements. Conversely, during periods of high demand, our ability to rapidly increase production capacity may be constrained by these same regulations and agreements. We may also be subject to labor disputes, strikes, work stoppages, or other industrial actions that could disrupt our operations, result in a loss of production, and negatively impact our financial results. Any such events could have a material adverse effect on our business, financial condition, and results of operations.

Our reliance on a shared services arrangement with third-party individuals in Brazil, rather than directly managing our own employees, may expose us to operational, compliance, and legal risks.

We have entered into a shared services agreement with certain individuals in Brazil to provide services to our Brazilian entities. Unlike our own employees, over whom we exercise direct management and supervision, we have limited direct control over these individuals. Our ability to ensure their compliance with our policies, procedures, and legal obligations, including those related to anti-corruption, anti-bribery, and data privacy, relies on the terms of our contractual arrangement and their adherence to our instructions. The individuals providing these services are not our employees, and we have a more limited ability to train, monitor, and enforce compliance than we would with a traditional employment relationship.

Any failure by these third-party individuals to perform their services adequately, to adhere to our standards, or to comply with applicable laws could result in operational disruption, financial loss, and damage to our reputation. In particular, we could be held liable for any improper acts committed by these individuals, which could subject us to significant fines, penalties, and other sanctions under a range of legal frameworks, including the U.S. Foreign Corrupt Practices Act and Brazil’s “Clean Company Act.” While we have contractual provisions intended to mitigate these risks, there can be no assurance that they will be sufficient or that we will be able to enforce them effectively. A failure to properly manage this shared services arrangement could have a material adverse effect on our business, results of operations, and financial condition.

Health, Safety, Environmental and Social Risks

Our business presents environmental, health, and safety risks and hazards.

The viability of our business is connected to our ability to protect the well-being of the environment, workers, and communities in which we operate. Inherent in our operations are various physical, chemical, biological, ergonomic, and accident hazards and risks, such as those associated with mobile equipment, vehicles or machinery, and the use or proximity to other industrial equipment. These risks include exposure to hazardous materials, accidents involving heavy machinery, vehicle collisions, falls, fires, explosions, and other incidents that may result in serious injury or death. Such events can occur due to deficiencies in risk identification and assessment or in the implementation of controls associated with risk management. The occurrence of any of the foregoing could result in property damage, loss of production or production delays, harm to employees, contractors, or community members, financial losses, reputational harm, and potential legal or regulatory liability. Additionally, our employees and contractors may also be exposed to infectious diseases or other health hazards that can affect their health and safety.

While we have established corporate standards, policies, controls, and monitoring procedures to mitigate such risks, our operations remain subject to incidents that could adversely impact our business, stakeholders, reputation, or result in violations of environmental laws or human rights. Additionally, our operations involve the use, handling, storage, discharge, and disposal of hazardous substances into the environment, as well as the use of significant natural resources such as water and energy. These activities can result in adverse impacts on people, flora and fauna, and the broader environment, including risks of fire, explosion, toxic gas leaks, spills or leaks of hazardous materials, rockfalls, incidents involving dams, failure of other operational structures. We could become subject to claims for toxic torts, natural resource damages and other damages as well as for the investigation and clean-up of soil, surface water, groundwater, and other media.

Any of the foregoing operational, environmental, health, or safety conditions could result in significant adverse environmental, social, health, or human rights impacts, and could adversely affect our business, financial condition, and results of operations. Additionally, under some circumstances, our liability for claims arising out of such matters may be joint and several, so that we may be held responsible for more than our share of the contamination or other damages.

Labor disputes in the United States may disrupt our operations from time to time.

We currently do not have a unionized workforce in the United States. While we believe we will not have a unionized workforce at our United States assets in the future, there is no guarantee that we will not face unionizing activity and ultimately have a unionized workforce in the United States. Strikes or other labor disruptions at any of our operations could adversely affect operational efficiency, delay project completion, and increase project costs. Additionally, our operations could be impacted by labor disputes affecting third-party suppliers that provide us with essential goods or services.

We are, or may become subject to, stringent environmental rules and regulations that may increase operational costs, affect profitability, and impose compliance requirements, and we may face claims and liability for incidents or breaches, or allegations of breaches, of applicable laws and regulations

Our current or future operations, including development activities and commencement of production on our properties, require permits from various federal, provincial and local governmental authorities, and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. These associated requirements are extensive and require various institutional and procedural controls to prevent negative environmental, health, or safety consequences of our operations, including spills, releases or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailings disposal areas, that could result in environmental contamination. The cost of compliance with changes in governmental regulations has the potential to reduce the profitability of operations. Non-compliance with such legislation may result in the imposition of fines and penalties or lead to inspections, audits, or reviews by governmental authorities. The introduction of new regulations, amendments to existing requirements or stricter enforcement or interpretation of current laws, regulations and permitting requirements governing operations and activities of mining companies, could have a material adverse impact on us and cause increases in capital expenditures or production costs

or reduction in levels of production at producing properties or require abandonment or delays in development of new mining properties. These risks may become more significant as our operations advance from the exploration phase.

In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers and employees.

Mining operations and exploration activities may also require our company to obtain permits from various governmental agencies. There can be no assurance, however, that all permits that we may require for our operations and exploration activities will be obtainable on reasonable terms or on a timely basis or that such laws and regulations will not have an adverse effect on any mining project which we might undertake.

Failure to comply with applicable environmental, health, and safety laws, regulations, standards, or permitting requirements may result in litigation, fines, penalties, permit revocation, or other enforcement actions thereunder. This includes orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or other remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of mining activities and may have civil or criminal fines or penalties imposed for violations of applicable environmental, health, and safety laws or regulations.

Natural disasters may cause severe damage to our operations and projects in the countries where we operate and may have a negative impact on our sales to countries affected by such disasters.

Natural disasters may adversely affect our operations, projects and people in the countries where we operate and may cause a contraction in sales to countries adversely affected due to, among other factors, power outages and the destruction of industrial facilities and infrastructure.

Climate change can impact the frequency and intensity of extreme events, both acute and chronic, including our neighboring communities, damage to our assets, operational interruptions, and supply chain disruptions. We assess the exposure to increased incidence and intensity of atmospheric discharges, changes in rainfall patterns, higher temperatures, floods, droughts, water shortages and sea level rise on assets such as ports, railways, mining facilities, and processing plants. Due to the complexity and uncertainties of physical risk evaluation process, there may be additional risks that are not currently known or assessed, and that could negatively affect our operations and projects. In recent years, we have occasionally determined that force majeure events occurred because of severe weather on our mining and logistics activities. Areas with lower ecological integrity (e.g., areas with reduced natural vegetation cover) are more susceptible to these risks due to lower resilience and protection against extreme weather conditions.

Our financial condition, results of operations, cash flows, and competitive position could be materially adversely impacted by pandemics, epidemics, or disease outbreaks.

Disruptions caused by pandemics, epidemics or disease outbreaks, could materially adversely impact our financial condition, results of operations, cash flows, and competitive position, particularly as it relates to rising costs and supply chain delays and disruptions. Measures taken by governmental authorities in response to such events may also impact our business, including upon restrictions to our operations, lockdowns, shutdowns, reduced inspections, assessments and authorizations, among other difficulties. We cannot predict when and if any such events will occur and evolve, neither their scope and duration, and therefore cannot estimate the potential impact in our financial condition, results of operations, cash flows and competitive position.

Our success depends on developing and maintaining relationships with the local communities and stakeholders where we operate.

Our ongoing and future success depends on developing and maintaining productive relationships with the communities surrounding our projects, including those people who may have rights or may assert rights to certain of our properties and other stakeholders in our operating locations. Local communities and stakeholders may be dissatisfied with our activities or the level of benefits provided, which may result in legal or administrative proceedings, civil unrest, protests, direct action or campaigns against us. Any such occurrence could materially and adversely affect our business, financial condition or results of operations, as well as our ability to commence or continue exploration or mine development activities.

Legal, Political, Economic and Regulatory Risks

Our failure to comply with applicable anti-corruption, anti-bribery, anti-money laundering and similar laws and regulations could negatively impact our reputation and results of operations.

The legal and regulatory framework in which we operate is complex, and our governance and compliance policies and processes may not prevent potential breaches of law or accounting or other governance practices. Our operating and ethical codes, among other standards and guidance, may not prevent instances of fraudulent behavior and dishonesty, nor guarantee compliance with legal and regulatory requirements.

We are subject to anti-corruption laws and regulations imposed by governments around the world with jurisdiction over our operations, which includes our business in Brazil. These laws may include, but are not limited to, the U.S. Foreign Corrupt Practices Act (FCPA) and Brazil's "Clean Company Act" (Law No. 12,846/2013). The Brazilian law holds legal entities strictly liable for corrupt acts committed in their interest or benefit, meaning a company can be held responsible even if it did not have prior knowledge of the act.

These and other applicable laws prohibit us and our officers, directors, employees, and business partners acting on our behalf, including agents, from corruptly offering, promising, authorizing, or providing anything of value to "foreign officials" for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment. Due to the nature of our operations in Brazil, our personnel and representatives may be brought into contact with "foreign officials" responsible for issuing or renewing permits, licenses, or approvals or for enforcing other governmental regulations.

Our failure to successfully comply with these laws and regulations may expose us to reputational harm, as well as significant sanctions. The Brazilian Clean Company Act, for instance, provides for severe penalties, including fines of up to 20% of a company's gross revenue, the prohibition from receiving public incentives, and even the potential for a company's dissolution. We may also face criminal fines, imprisonment, civil penalties, disgorgement of profits, and debarment from government contracts under the laws of other jurisdictions, such as the FCPA. Investigations of alleged violations can be expensive and disruptive to our business.

We continuously develop and maintain policies and procedures designed to comply with applicable anti-corruption, anti-bribery, anti-money laundering, and similar laws. However, there can be no guarantee that our policies and procedures will effectively prevent violations by our employees or business partners acting on our behalf, for which we may be held responsible, and any such violation could adversely affect our reputation, business, results of operations, and financial condition.

We are exposed to possible litigation risks, including permit disputes (including in respect of access and/or validity of tenure), environmental claims, occupational health and safety claims and employee claims.

We may become involved in, named as a party to, or be the subject of, various legal proceedings, including regulatory proceedings, tax proceedings and legal actions, relating to personal injuries, property damage, property taxes, land rights, the environment and contract disputes. For certain claims, our liability may be joint and several. Accordingly, we may be held responsible for more than our share of the claimed damages.

The outcome of outstanding, pending or future proceedings cannot be predicted with certainty and may be determined adversely to us and as a result, could have a material adverse effect on our assets, liabilities, business, financial condition or results of operations. Even if we prevail in any such legal proceeding, the proceedings could be costly, time-consuming and may divert the attention of management and key personnel from our business operations, which could adversely affect our financial condition.

Changes in China’s or the United States’ political environment and policies, including changes in export/import policy may affect our business in ways we are not able to anticipate or mitigate.

Because of the current dominance of China in the rare earth elements industry, the possibility of adverse changes in trade or political relations with China, political instability in China, increases in labor or shipping costs, the occurrence of prolonged adverse weather conditions or a natural disaster such as an earthquake or typhoon, or the outbreak of another global pandemic disease like COVID-19 could severely interfere with our industry and would have a material adverse effect on our operations.

Our sales may be adversely affected by the current and future political environment in China and the policies of the China Central Government. China could oversupply our markets in the United States and elsewhere with either cheaper magnet rare earth elements or rare earth elements or feedstock. China has historically heavily subsidized its domestic rare earth producers with respect to both rare earth feedstock and magnets. The United States government has called for substantial changes to foreign trade policy with China and has from time to time raised (as well as has proposed to further raise in the future), tariffs on several Chinese goods. China has at times retaliated with increased tariffs on United States goods, or the ban of exports of rare earth technologies and feedstock to other countries such as the United States. While some impacts of Chinese trade policy may be beneficial for our business, any changes in United States trade policy could trigger retaliatory actions by affected countries, including China, resulting in trade wars which could likely result in increased volatility in the prices of rare earth and critical minerals, necessary feedstock, and magnet rare earth elements. Furthermore, unless and until these dynamic changes in favor of the increased competitiveness of domestic production, domestic production may not be economically viable in the global market place. As China currently dominates the global supply of rare earth feedstock necessary for the production of magnet rare earth elements, any changes in United States and China relations, including through changes in policies by the Chinese government, could adversely affect our financial condition and results of operations, including: changes in laws, regulations or the interpretation thereof, confiscatory taxation, governmental royalties, restrictions on currency conversion, imports or sources of supplies, or the expropriation or nationalization of private enterprises.

Political, economic and social conditions in the countries in which we have operations projects, customers or suppliers, could adversely impact our business.

Our financial performance may be negatively affected by regulatory, political, economic and social conditions in countries in which we have significant operations or projects. In Brazil, we are exposed to various risks such as political instability, political movements for protectionism or for greater vertical integration of value chains, bribery, cyber-attacks, extortion, corruption, robbery, sabotage, kidnapping, civil strife, human rights violation, acts of war, guerilla activities, piracy in international shipping routes and terrorism. These issues may adversely affect the economic and other conditions under which we operate in ways that could have a material negative effect on our business.

In Brazil, where a significant part of our operations is concentrated, the federal government’s economic policies may have important effects on Brazilian companies, including our Brazilian subsidiary, AMBPL, and on market conditions and prices of securities of Brazilian companies. Our financial condition and results of operations may be adversely affected, for instance, by the following factors and the Brazilian federal government’s response to these factors:

Historically, the country’s political situation has influenced the performance of the Brazilian economy and political crises have affected the confidence of investors and the general public, which resulted in economic deceleration, and downgrading of credit ratings of the Brazilian government. Political instability may aggravate economic uncertainties in Brazil. Future economic, social and political developments in Brazil may impair our business, financial condition or results of operations, or cause the market value of our securities to decline.

Our governance, internal controls and compliance processes may fail to prevent breaches of legal, regulatory accounting, ethical or governance standards.

We operate in a global environment and our activities extend over multiple jurisdictions and complex regulatory frameworks, with increasing enforcement activities worldwide. We are required to comply with a wide range of laws and regulations in the countries where we operate or do business, including anti-corruption, international sanctions, anti-money laundering, data protection, privacy of personal data, and related laws and regulations. Our governance and compliance processes, which include the review of internal control over financial reporting, may not timely identify or prevent future breaches of legal, regulatory, accounting, governance or ethical standards. We may be subject to breaches of our code of conduct, anti-corruption policies, human rights policies or other internal policies, or breaches of business conduct protocols and to instances of fraudulent behavior, corrupt practices and dishonesty by our employees, contractors or other agents. Our failure to comply with applicable laws and other standards could subject us to investigations by authorities, litigation, fines, loss of operating licenses, disgorgement of profits, involuntary dissolution and reputational harm.

We could be adversely affected by changes in government policies, rules or regulations or trends such as resource nationalism, including the imposition of new taxes, tariffs, or royalties on mining activities.

Mining is subject to government regulation, including taxes and royalties, which can have a significant financial impact on our operations. In the countries where we operate, including Brazil, we are exposed to varying probabilities of potential renegotiation, annulment, cancellation, or mandatory modification of existing contracts and licenses, changes in local laws, regulations, and policies, as well as audits and reassessments. We may also face risks relating to expropriation or nationalization of property, foreign exchange controls, and capital ownership requirements related to mining activities. We are also subject to new taxes or increases in existing taxes and royalty rates, reductions in tax exemptions and benefits, renegotiation of tax stabilization agreements or changes in the basis on which taxes are calculated in a manner that is unfavorable to us. Governments that have committed to provide a stable taxation or regulatory environment may alter those commitments or shorten their duration. We also face the risk of having to submit to the jurisdiction of a foreign court or arbitration panel or having to enforce a judgment against a sovereign nation within its own territory.

We are also required to meet domestic beneficiation requirements in certain countries, such as local processing rules, export taxes or restrictions or charges on unprocessed ores. The imposition of or increase in such requirements, taxes or charges can significantly increase the risk profile and costs of operations in those jurisdictions. We and the mining industry are subject to rising trends of resource nationalism in certain countries in which we operate that can result in constraints on our operations, increased taxation or even expropriations and nationalizations.

The imposition of tariffs by the U.S. Government in 2025 and other developments in international trade may also adversely impact our business. The overall impact of these developments are difficult to predict, but could adversely impact our costs, our investments, and the demand and price of rare earth elements and magnet rare earth elements. Global trade is subject to a growing trend of increased trade barriers, which could exacerbate commodities’ price volatility and in turn result in instability in the prices of magnet rare earth elements.

Concessions, authorizations, licenses and permits are subject to expiration, limitation on renewal and various other risks and uncertainties.

Our operations depend on authorizations, concessions and licenses from governmental regulatory agencies and other authorities in the countries in which we operate. We are subject to laws and regulations in jurisdictions that can change at any time, and changes in laws and regulations may require modifications to our technologies and operations and result in unanticipated capital expenditures. We are also exposed to political risk in our relationship with governmental and regulatory authorities that issue these authorizations, concessions and licenses.

Some of our mining concessions are subject to fixed expiration dates and might only be renewed a limited number of times for a limited period. Apart from mining concessions, we may need to obtain various authorizations, licenses and permits from governmental or other regulatory bodies in connection with the planning, maintenance, operation and closure of mineral properties and related logistics infrastructure, which may be subject to fixed expiration dates or periodic review or renewal. There is no assurance that renewals will be granted as and when sought, and there is no assurance that new conditions will not be imposed in connection with renewal. Fees for mining concessions might

increase substantially due to the passage of time from the original issuance of each individual exploration license. If so, the costs of holding or renewing our mining concessions may render our business objectives not viable. Accordingly, we need to continually assess the mineral potential of each mining concession, particularly at the time of renewal, to determine if the costs of maintaining the concession are justified by the results of operations to date, and we might elect to let some of our concessions lapse. There can be no assurance that concessions will be obtained on terms favorable to us, or at all, for our future intended mining or exploration targets.

In several jurisdictions where we have exploration projects, we may be required to retrocede to the state a certain portion of the area covered by the exploration license as a condition to renewing the license or obtaining a mining concession. This requirement can lead to a substantial loss of part of the mineral deposit originally identified in our feasibility studies.

We are also subject to laws and regulations and acts by authorities, related to dams, caves, and biodiversity (fauna, flora and ecosystems), that may limit or modify our mineral projects, and impact our costs and resources. For more information on mining concessions and other similar rights, see the sections titled “Properties” and “Business – Mining Rights”.

If we take governmental grants or loans, we could become subject to governmental regulations that could delay timing of our projects and increase costs.

To date, we have not accepted any governmental grants or loans. The acceptance of governmental grants or loans would make our operations subject to continued compliance with various governmental regulations to which we are not currently subject. The imposition of any additional governmental regulations as a result of accepting any governmental grants or loans could delay timing of the expected completion of our projects and increase our costs. Any such delays or increased costs could harm our business and operations.

Risks Related to this Offering and Ownership of Our Common Stock

There has been no public market for our common shares prior to this offering, and an active market in which investors can resell their shares may not develop.

Prior to this offering, there was no public market for our common shares. We plan to apply to list our common shares on the NYSE American under the symbol “REA.” There is no guarantee that NYSE American or any other exchange or quotation system, will permit our common shares to be listed and traded.

Even if our common shares are approved for listing on the NYSE American, a liquid public market for our common shares may not develop. The initial public offering price for our common shares has been determined by negotiation between us and the underwriters based upon several factors, including prevailing market conditions, our historical performance, estimates of our business potential and earnings prospects, and the market valuations of similar companies. The price at which the common shares are traded after this offering may decline below the initial public offering price, meaning that you may experience a decrease in the value of your common shares regardless of our operating performance or prospects.

The market price of our common shares may fluctuate, and you could lose all or part of your investment.

After this offering, the market price for our common shares is likely to be volatile, in part because our shares have not been traded publicly. In addition, the market price of our common shares may fluctuate significantly in response to several factors, most of which we cannot control, including:

The public offering price of our common shares has been determined by negotiations between us and the underwriters based upon many factors and may not be indicative of prices that will prevail following the closing of this offering. Volatility in the market price of our common shares may prevent investors from being able to sell their common shares at or above the initial public offering price. As a result, you may suffer a loss on your investment.

We will have broad discretion in the use of net proceeds from this offering and may invest or spend the proceeds in ways with which you do not agree and in ways that may not yield a return.

We cannot specify with any certainty the particular uses of the net proceeds that we will receive from this offering. Our management will have broad discretion over the use of net proceeds from this offering, including for any of the purposes described in “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Investors may not agree with our decisions, and our use of the proceeds may not yield any return on your investment. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. We may invest the net proceeds from this offering in a manner that does not produce income. The decisions made by our management may not result in positive returns on your investment and you will not have an opportunity to evaluate the economic, financial, or other information upon which our management bases its decisions. Our failure to apply the net proceeds of this offering effectively could impair our ability to pursue our growth strategy or could require us to raise additional capital and could have a material adverse effect on our business, financial condition, and results of operations.

You will experience immediate and substantial dilution in the net tangible book value of the shares of common stock you purchase in this offering.

The initial public offering price of our common stock is substantially higher than the pro forma net tangible book value per share of our common stock immediately after this offering. If you purchase shares of our common stock in this offering, you will suffer immediate dilution of $ per share, representing the difference between the assumed initial public offering price of $ per share, the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and our pro forma net tangible book value per share as of , 2026 after giving effect to the sale of common stock in this offering at the assumed initial public offering price of $ per share. See “Dilution.”

Additional stock issuances (including pursuant to the exercise of option rights in connection with mineral rights purchase and/or lease option agreements which we and/or our subsidiaries are a party to, or in connection with the repayment of the Loan) or the exercise of warrants could result in significant dilution to our shareholders and cause the trading price of our common stock to decline.

We may issue our capital stock or securities convertible into our capital stock from time to time in connection with financing our business operations or growth, to repay debt, or for acquisitions, investments or otherwise (including pursuant to the exercise of option rights in connection with mineral rights purchase and/or lease option agreements which our subsidiaries are a party to). Additional issuances of our common stock or securities convertible into common stock will result in dilution to existing holders of our common stock. Any such issuances could result in substantial dilution to our existing shareholders and cause the trading price of our common stock to decline.

Prior to this offering, warrants to purchase our common stock were issued to certain shareholders, of which are in the money and do not terminate until 2029. In addition, up to shares of our common stock (or shares of our common stock if the underwriters exercise their option to purchase additional shares in full) may be issued upon the exercise in full by the underwriters of the Underwriter’s Warrants (see “Underwriting—Underwriter’s Warrants”). Additional issuances of our common stock upon the exercise of such warrants could result in substantial dilution to our existing shareholders and cause the trading price of our common stock to decline.

In particular, following the issuance of shares of common stock in connection with the exercise of option rights in connection with mineral rights purchase and/or lease option agreements which our subsidiaries are a party to and the issuance of shares upon the exercise of warrants, such shares of common stock will have the same economic rights as other shares of common stock. Further, shares of common stock may be issued in connection with the repayment of the Loan pursuant to the Deed of Novation, which could result in dilution to our existing shareholders and cause the trading price of our common stock to decline.

Future sales, or the perception of future sales, by us or our existing shareholders in the public market following this offering could cause the market price for our common stock to decline.

After this offering, the sale of shares of our common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

Upon consummation of the offering, we will have outstanding a total of shares of common stock. Of the outstanding shares, the shares sold in this offering (or shares if the underwriters exercise in full their option to purchase additional shares of common stock) will be freely tradable without restriction or further registration under the Securities Act of 1933, as amended (the “Securities Act”), other than any shares held by our affiliates. Any shares of common stock held by our affiliates will be eligible for resale pursuant to Rule 144 under the Securities Act, subject to the volume, manner of sale, holding period and other limitations of Rule 144.

Our directors and executive officers will enter into lock-up agreements with the underwriters prior to the commencement of this offering pursuant to which each of these persons or entities, subject to certain exceptions, restrict the sale of the shares of our common stock and certain other securities held by them for a period of 180 days after the date of this prospectus. Cantor may, in its sole discretion and at any time, release all or any portion of the shares or securities subject to any such lock-up agreements. See “Underwriting.”

In addition, we have reserved shares of common stock for issuance under the 2025 EIP. Any common stock that we issue under the 2025 EIP or other equity incentive plans that we may adopt in the future would dilute the percentage ownership held by the investors who purchase common stock in this offering.

As restrictions on resale end or if these shareholders exercise their registration rights, the market price of our shares of common stock could drop significantly if the holders of these shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of our shares of common stock or other securities.

In the future, we may also issue securities in connection with investments, acquisitions, or capital raising activities. In particular, the number of shares of our common stock issued in connection with an investment or acquisition, or to raise additional equity capital, could constitute a material portion of our then-outstanding shares of our common stock. Any such issuance of additional securities in the future may result in additional dilution to you or may adversely impact the price of our common stock.

Our trading price and trading volume could decline if securities or industry analysts do not publish research about our business, or if they publish unfavorable research.

Equity research analysts do not currently provide coverage of our common stock, and we cannot assure that any equity research analysts will adequately provide research coverage of our common stock after the listing of our common stock on NYSE American. A lack of adequate research coverage may harm the liquidity and trading price of our common stock. To the extent equity research analysts do provide research coverage of our common stock, we will not have any control over the content and opinions included in their reports. The trading price of our common stock could decline if one or more equity research analysts downgrade our stock or publish other unfavorable commentary or research. If one or more equity research analysts cease coverage of our company, or fail to regularly publish reports

on us, the demand for our common stock could decrease, which in turn could cause our trading price or trading volume to decline.

We do not intend to pay dividends for the foreseeable future.

We have never declared or paid any cash dividends on our capital stock, and we do not intend to pay any cash dividends in the foreseeable future. We expect to retain future earnings, if any, to fund the development and growth of our business. Any future determination to pay dividends on our capital stock will be at the discretion of our board of directors. In addition, our ability to pay dividends on our capital stock may be further restricted by the terms of any future debt or preferred securities. Accordingly, shareholders must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.

We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our common stock less attractive to investors and may make it more difficult to compare our performance with other public companies.

The JOBS Act is intended to reduce the regulatory burden on “emerging growth companies.” As defined in the JOBS Act, a public company whose initial public offering of common equity securities occurs after December 8, 2011, and whose annual net revenues are less than $1.235 billion will, in general, qualify as an “emerging growth company” until the earliest of:

Under this definition, we will be an “emerging growth company” upon completion of this offering and could remain an “emerging growth company” until as late as the fifth anniversary of the completion of this offering. For so long as we are an “emerging growth company,” we will, among other things:

In addition, Section 107 of the JOBS Act provides that an emerging growth company can use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. This permits an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to use this extended transition period and, as a result, our combined financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to other public companies.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates is equal to or exceeds $250 million as of the prior June 30, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates is equal to or exceeds $700 million as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

We cannot predict if investors will find our common stock less attractive as a result of our decision to take advantage of some or all of the reduced disclosure requirements above. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

Provisions in our corporate charter documents and under Texas law may prevent or frustrate attempts by our shareholders to change our management or hinder efforts to acquire a controlling interest in us, and the market price of our common stock may be lower as a result.

There are provisions in our certificate of formation and bylaws, as in effect immediately prior to the closing of this offering, that may make it difficult for a third party to acquire, or attempt to acquire, control of our company, even if a change in control was considered favorable by our shareholders.

Such provisions that could have an anti-takeover effect include:

Further, as a Texas corporation, we are also subject to provisions of Texas law that may impair a takeover attempt that our shareholders may find beneficial. For additional information, see “Description of Capital Stock – Anti-Takeover Provisions in our Governing Documents and Under Texas Law.” Any provision of our certificate of formation, bylaws, or Texas law that has the effect of delaying or preventing a change in control could limit the opportunity for our shareholders to receive a premium for their shares of our capital stock and could also affect the price that some investors are willing to pay for our common stock.

Texas law permits, and our corporate charter documents may adopt, provisions which may limit our shareholders’ ability to submit a proposal on a matter to be acted upon at a meeting of shareholders.

Currently, our corporate charter documents permit any shareholder to submit a proposal for consideration at the annual meeting if, and only if, the shareholder (i) is a shareholder of record entitled to vote at the annual meeting on the date the shareholder’s notice is given, on the record date for determining shareholders entitled to vote at that meeting, and on the date of the meeting, and (ii) complies with the advance notice procedures set forth in Section 2.14(a) of our bylaws. Our corporate charter documents do not impose any minimum stock ownership requirements to submit a shareholder proposal.

Following this offering, we will be considered a “nationally listed corporation” as defined under Section 21.373 of the TBOC and may adopt such section’s standing requirements, which would limit our shareholders’ ability to submit proposals. Section 21.373 of the TBOC permits a “nationally listed corporation” to amend its governing documents to impose stock ownership requirements on shareholders seeking to submit a proposal on a matter (other than director nominations and procedural resolutions ancillary to the conduct of a shareholder meeting) to the shareholders of such corporation for approval at a shareholder meeting. If a corporation elects to be governed by Section 21.373 of the TBOC, a shareholder or group of shareholders may submit a proposal on a matter to the shareholders of such corporation for approval at a meeting of shareholders only if such shareholder or group of shareholders (i) holds an amount of shares entitled to vote at such meeting equal to at least $1,000,000 in market value of the Company (determined as of the date of submission of the proposal) or 3% of the total number of shares eligible to vote at such meeting, and (ii) has held such amount for a continuous period of at least six months before the date of the meeting, (iii) holds such amount throughout the meeting and (iv) solicits the holders of shares representing at least 67% of the voting power of shares entitled to vote on the proposal at the shareholder meeting.

Our certificate of formation provides that the Business Court in the First Business Court Division of the State of Texas (or, if the Business Court determines that it lacks jurisdiction, the federal district court for the Northern District of Texas, Dallas Division) will be the sole and exclusive forum for substantially all disputes between us and our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or shareholders.

Our certificate of formation provides that, unless we consent in writing to the selection of an alternative forum, the Business Court in the First Business Court Division of the State of Texas (the “Texas Business Court”) will be the exclusive forum for the following types of actions or proceedings under Texas statutory or common law:

In addition, our certificate of formation provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause or causes of action arising under the Securities Act or the Exchange Act. For the avoidance of doubt, this provision is intended to benefit, and may be enforced by, us, our officers and directors, the underwriters to any offering giving rise to such complaint, and any other professional entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering. If a court were to find either choice of forum provision contained in our certificate of formation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions.

These choice of forum provisions may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees. While the Texas courts have determined that such choice of forum provisions are facially valid, a shareholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions, and there can be no assurance that such provisions will be enforced by a court in those other jurisdictions. We note that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

Additionally, our certificate of formation provides that any person or entity holding, owning or otherwise acquiring any interest in any of our securities shall be deemed to have notice of and consented to these provisions.

Our certificate of formation includes a waiver of jury trial for “internal entity claims” as defined in the TBOC and, to the fullest extent permitted by applicable law, other claims within the scope of the exclusive forum provision in our certificate of formation, which could discourage or limit our shareholders from bringing lawsuits against us or our directors and officers and cause them to face increased costs or delays.

Our certificate of formation provides that any person or entity purchasing or otherwise acquiring or holding any interest in shares of stock of the Company shall be deemed to have irrevocably and unconditionally waived any right to a trial by jury in any legal action, proceeding, cause of action or counterclaim asserting an “internal entity claim” (as defined in Section 2.115 of the TBOC), and to the fullest extent permitted by applicable law, any other legal action, proceeding, cause of action or counterclaim within the scope of the exclusive forum provision in our certificate of formation.

Section 2.115(a) of the TBOC defines “internal entity claim” as “a claim of any nature, including a derivative claim in the right of an entity, that is based on, arises from, or relates to the internal affairs of the entity.” In turn, Section 1.105 of the TBOC defines “internal affairs” as “(1) the rights, powers, and duties of its governing authority, governing persons, officers, owners, and members; and (2) matters relating to its membership or ownership interests.” The jury trial waiver set forth in our certificate of formation also applies, to the fullest extent permitted by applicable law, to any other claim within the scope of the exclusive forum provision in our certificate of formation. The exclusive forum provision includes, but is not limited to, any derivative action or proceeding brought on behalf of the Company, any action asserting a claim for breach of a fiduciary duty by any current or former director, officer, other employee, agent or shareholder of the Company, any other claim arising under the TBOC or within the jurisdiction of the Texas Business Court, and any cause of action arising under the Securities Act or the Exchange Act. As such, the jury trial waiver set forth in our certificate of formation applies to claims under the federal securities laws and claims other than in connection with this offering.

Section 2.116 of the TBOC specifically authorizes a Texas corporation to include a waiver of the right to a jury trial in its governing documents for “any internal entity claim.” Section 2.116(c) states that “[i]n a lawsuit asserting an internal entity claim, a waiver of the right to a jury trial contained in the governing documents of a domestic entity is enforceable, regardless of whether the applicable governing document is signed by the members, owners, officers, or governing persons.” Section 2.116(d) states that “[a] person asserting an internal entity claim is considered to have been informed of the waiver of the right to a jury trial contained in the governing documents and to have knowingly waived the right in the action if the person: (1) voted for or affirmatively ratified the governing document containing the waiver; or (2) acquired an equity security of the domestic entity or any predecessor to the entity at, or continued to hold an equity security of a domestic entity that has one or more classes of equity securities listed on a national securities exchange after, a time at which the waiver was included in the governing documents.”

As set forth above, the certificate of formation includes a waiver of jury trial to the fullest extent permitted by applicable law and is not limited to “internal entity claims” as defined by the TBOC. To our knowledge, the scope of such a waiver, including its applicability to claims arising under the federal securities laws, has not been finally adjudicated by any applicable federal or state court. At all times, we intend to enforce the waiver to the fullest extent permitted by then-existing applicable law.

Further, the jury trial waiver applies to any person or entity purchasing or otherwise acquiring or holding any interest in shares of stock of the Company. Therefore, purchasers of interests in a secondary transaction would also be subject to the jury trial waiver provision.

We believe the waiver of the right to trial by jury set forth in our certificate of formation benefits us by providing increased consistency in the application of Texas law in the types of lawsuits to which it applies. To the extent that this provision is enforceable, the provision may have the effect of discouraging lawsuits against the Company’s directors, officers, employees and shareholders, as a result of, among other things, increased costs to bring such lawsuits or claims. Further, the jury trial waiver provision could limit a shareholder’s ability to bring or demand a jury trial in any litigation against the Company involving corporate governance or securities claims, which could result in less favorable outcomes to the plaintiffs of any such action. If a lawsuit is brought against any of the Company’s directors, officers, employees and shareholders, it may be heard only by a judge or justice of the applicable court as set forth in the exclusive forum provision of our certificate of formation, which would be conducted according to different procedures and may result in different outcomes than a trial by jury would have.

We believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of Texas, as set forth above. Nevertheless, by agreeing to the jury trial waiver provision set forth in our certificate of formation, investors will not be deemed to have waived the Company’s compliance with the substantive provisions of federal securities laws and the rules and regulations thereunder.

Investors in our common stock may wish to consult legal counsel regarding the waiver of this jury trial provision prior to purchasing or otherwise acquiring any interest in our common stock. The waiver of jury trial provision set forth in our certificate of formation may discourage investors from investing in our shares of common stock, as well as discourage or limit investors from bringing lawsuits against us or our directors and officers, even in instances where they might otherwise have a valid claim, due to the perceived disadvantages of a non-jury process or the potential for increased costs. Alternatively, if a court were to find the waiver of jury trial provision set forth in our certificate of formation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions or before a jury, which could harm our business, results of operations, and financial condition.

General Risks

Our financial condition and results of operations are subject to, and may be adversely affected by, a number of economic or political factors, many of which are also largely outside our control and as such our results may fluctuate significantly and may not fully reflect the underlying performance of our business.

Our results of operations may vary significantly in the future as they have in the past, and period-to-period comparisons of our results of operations may not be meaningful. Accordingly, the results of any one period should not be relied upon as an indication of future performance. Our results of operations may fluctuate as a result of a variety of factors, many of which are outside of our control and, as a result, may not fully reflect the underlying performance of our business. In the future, results of operations may fall below the expectations of securities analysts and investors. In that event, the price of our common stock could be adversely impacted. Factors that may cause fluctuations in our results of operations include, without limitation, those listed elsewhere in this Risk Factors section.

Changes in statutory, regulatory, accounting, and other legal requirements, including changes in accounting principles generally accepted in the United States, could potentially impact our operating and financial results.

We are subject to numerous statutory, regulatory and legal requirements. Our operating results could be negatively impacted by developments in these areas due to the costs of compliance in addition to possible government penalties and litigation in the event of deemed noncompliance.

Generally accepted accounting principles in the United States (“GAAP”) are subject to interpretation by the Financial Accounting Standards Board, the American Institute of Certified Public Accountants, the SEC, and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results, and could affect the reporting of transactions completed before the announcement of a change.

In addition, changing laws, regulations, and standards relating to corporate governance and public disclosure, including regulations implemented by the SEC and NYSE American, may increase legal and financial compliance costs and make some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, and as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. We intend to invest resources to comply with evolving laws, regulations, and standards, and this investment may result in increased selling, general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If, notwithstanding our efforts, we fail to comply with new laws, regulations, and standards, regulatory authorities may initiate legal proceedings against us and our business may be harmed.

We will incur costs and demands upon management as a result of complying with the laws and regulations affecting public companies in the United States, which may harm our business.

As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, and the rules and regulations of the applicable listing standards of NYSE American. These rules and regulations could make it more difficult for us to attract and retain qualified persons to serve on our board of directors or our board committees or as executive officers. Our management and other personnel will devote a substantial amount of time to these compliance initiatives. As a result, management’s attention may be diverted from other business concerns, which could harm our business and operating results. We will need to hire more employees in the future to comply with these requirements, which will increase our costs and expenses.

Our management team and other personnel devote a substantial amount of time to new compliance initiatives and we may not successfully or efficiently manage our transition to a public company. To comply with the requirements of being a public company, including the Sarbanes-Oxley Act, we will need to undertake various actions, such as implementing new internal controls and procedures and hiring accounting or internal audit staff, which would require us to incur additional expenses and harm our results of operations.

Failure to comply with these rules might also make it more difficult for us to obtain certain types of insurance, including director and officer liability insurance, and we might be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these events would also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, on committees of our board of directors or as members of senior management.

We may be subject to shareholder litigation, governmental investigations, and other proceedings involving our officers and directors, which could result in significant costs, divert management’s attention, and adversely affect our reputation and financial condition.

From time to time, we and certain of our officers and directors may become the subject of claims and investigations, including, but not limited to, securities class actions, derivative suits, and whistleblower and employment claims. In connection with this offering and our transition to a public company, we may face an increased likelihood of such claims or proceedings. For certain claims, our liability may be joint and several. Accordingly, we may be held responsible for more than our share of the claimed damages. The outcome of outstanding, pending or future proceedings cannot be predicted with certainty and may be determined adversely to us and as a result, could have a material adverse effect on our assets, liabilities, business, financial condition or results of operations. Even if we prevail in any such legal proceeding, the proceedings could be costly, time-consuming and may divert the attention of management and key personnel from our business operations, which could adversely affect our reputation and financial condition.

Our management team has limited experience managing a public company.

Most members of our management team have limited experience managing a publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage our transition to being a public company that is subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. Furthermore, we are committed to maintaining high standards of corporate governance and public disclosure, and our efforts to establish the corporate infrastructure required of a public company and to comply with evolving laws, regulations and standards are likely to divert management’s time and attention away from revenue generating activities to compliance activities, which may prevent us from implementing our business strategy and growing our business. Moreover, we may not be successful in implementing these requirements. If we do not effectively and efficiently manage our transition into a public company and continue to develop and implement the right processes and tools to manage our changing enterprise and maintain our culture, our ability to compete successfully and achieve our business objectives could be impaired, which could negatively impact our business, financial condition and results of operations.

Our business could be negatively affected by security threats and disruptions, including electronic, cybersecurity or physical security threats and other disruptions.

We rely on computer systems, hardware, software, technology infrastructure and online sites and networks for both internal and external operations that are critical to our business (collectively, “IT Systems”). We own and manage some of these IT Systems but also rely on third parties for a range of IT Systems and related products and services. Our business faces numerous and evolving security threats, including cybersecurity risks that threaten the confidentiality, integrity and availability of our IT Systems and information that we collect, maintain and process, including personal, confidential and other types of proprietary or sensitive information (collectively, “Confidential Information”); threats to the security of our facilities and infrastructure or third-party facilities and infrastructure, such as processing plants and pipelines; and threats from terrorist acts, civil unrest and similar acts. The potential for such security threats has subjected our operations to increased risks that could have a material adverse effect on our business. In particular, our implementation of various procedures and controls to monitor and mitigate security threats and to increase security for our information, facilities and infrastructure may result in increased capital and operating costs. Moreover, there can be no assurance that such procedures and controls will be sufficient to prevent security threats, incidents or disruptions from occurring. Security incidents could lead to losses of Confidential Information, critical infrastructure or capabilities essential to our operations, or otherwise impact the availability, integrity or confidentiality of our IT Systems and Confidential Information and could have a material adverse effect on our reputation, financial position, results of operations and cash flows.

There can be no assurance that our efforts to secure our IT Systems will be effective in protecting such IT Systems, facilities, infrastructure and Confidential Information, or that future attempted cybersecurity attacks, incidents, or disruptions would not be successful or damaging. Cybersecurity attacks and risks in particular are becoming more varied, and include threats from diverse vectors such as social engineering/phishing, malware (including ransomware), malfeasance by insiders, human or technological error, as a result of malicious software or malicious code embedded in open-source software, misconfigurations, bugs or other vulnerabilities in commercial software that are integrated into our (or our third party’s) IT Systems. The threat landscape is constantly evolving as threat actors become increasingly sophisticated in using techniques and tools, including artificial intelligence (“AI”) and other emerging technologies, that circumvent security controls, evade detection and remove forensic evidence. As a result, we may be unable to detect, investigate, remediate or recover from future attacks or incidents, or to avoid a material adverse impact to our IT Systems, Confidential Information or business. While to date we have not experienced cyberattacks or other incidents, we cannot guarantee that cyberattacks or other incidents will not occur in the future.

Any adverse impact on the availability, integrity or confidentiality of our IT Systems or Confidential Information, including any attempts to gain unauthorized access to information and systems and other security incidents or breaches, could lead to disruptions in critical systems, unauthorized release of information and corruption of data. They could also damage our reputation, lead to legal claims or proceedings, regulatory investigations and enforcement actions, significant costs from remedial actions, loss of business or potential liability. We cannot guarantee that any costs and liabilities incurred in relation to an attack or incident will be covered by our existing insurance policies or that applicable insurance will be available to us in the future on economically reasonable terms or at all.

We operate in an intensely competitive business environment. We may not be as successful as our competitors incorporating AI into our business or adapting to a rapidly changing marketplace.

Our competitors may be larger, more diversified, better funded, and have access to more advanced technology, including AI. These competitive advantages may enable our competition to innovate better and more quickly, to compete more effectively on quality and price, causing us to lose business and profitability. Burgeoning interest in AI may increase our competition and disrupt our business model. AI may lower barriers to entry in our industry and we may be unable to effectively compete with the products or services offered by new competitors. AI-related changes to the products and services on offer may affect our customers’ expectations, requirements, or tastes in ways we cannot adequately anticipate or adapt to, causing our business to lose sales, market share, or the ability to operate profitably and sustainably.

A failure to establish and maintain an effective system of disclosure controls and internal control over financial reporting, could adversely affect our ability to produce timely and accurate financial statements or comply with applicable regulations.

As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, and the rules and regulations of the applicable listing standards of NYSE American. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act, is accumulated and communicated to our principal executive and financial officers. We are also continuing to improve our internal controls over financial reporting. For example, as we have prepared to become a public company, we have worked to improve the controls around our key accounting processes and our quarterly close process, and we have hired additional accounting and finance personnel to help us implement these processes and controls. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and investments to strengthen our accounting systems.

Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. In addition, changes in reporting requirements or accounting principles or interpretations could also challenge our internal controls and require that we establish new business processes, systems, and controls to accommodate such changes. We have limited experience with implementing the systems and controls that will be necessary to operate as a public company, as well as adopting changes in accounting principles or interpretations mandated by the relevant regulatory bodies. Additionally, if these new systems, controls or standards and the associated process changes do not give rise to the benefits that we expect or do not operate as intended, it could adversely affect our financial reporting systems and processes, our ability to produce timely and accurate financial reports or the effectiveness of internal control over financial reporting. Moreover, our business may be harmed if we experience problems with any new systems and controls that result in delays in their implementation or increased costs to correct any post-implementation issues that may arise.

Further, weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our results of operations or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the SEC. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our common stock. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on NYSE American. We are not currently required to comply with the SEC rules that implement Section 404 of the Sarbanes-Oxley Act and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. As a public company, we will be

required to provide an annual management report on the effectiveness of our internal control over financial reporting commencing with our second annual report on Form 10-K.

Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until after we are no longer an “emerging growth company” as defined in the JOBS Act. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could harm our business, results of operations, and financial condition and could cause a decline in the trading price of our common stock. Changes in tax laws or regulations could be enacted or existing tax laws or regulations could be applied to us or our guests in a manner that could increase the costs of our products and harm our business.

We may engage in merger and acquisition activities or strategic partnerships, which could require significant management attention, disrupt our business, dilute shareholder value, and adversely affect our business, results of operations, and financial condition.

As part of our business strategy, we have in the past and may in the future make investments in or acquisitions of other companies, products, or technologies, or pursue strategic opportunities, including potential downstream integration or early-stage processing technology partnerships. The identification of suitable acquisition or partnership candidates can be difficult, time-consuming, and costly, and we may not be able to complete acquisitions or partnerships on favorable terms, if at all. These acquisitions or partnerships may not ultimately strengthen our competitive position or achieve the goals of such acquisition, and any acquisitions or partnerships we complete could be viewed negatively by guests or investors. We may encounter difficult or unforeseen expenditures in integrating an acquisition or partnership, particularly if we cannot retain the key personnel of the acquired company. In addition, if we fail to successfully integrate such acquisitions, or the assets, technologies or personnel associated with such acquisitions or partnerships, into our company, the business and results of operations of the combined company would be adversely affected.

These transactions may disrupt our ongoing operations, divert management from their primary responsibilities, subject us to additional liabilities, increase our expenses, subject us to increased regulatory requirements, cause adverse tax consequences or unfavorable accounting treatment, expose us to claims and disputes by shareholders and third parties, and adversely impact our business, financial condition, and results of operations. We may not successfully evaluate or utilize the acquired assets and accurately forecast the financial impact of an acquisition or partnership transaction, including accounting charges. We may have to pay cash for any such acquisition or partnership which would limit other potential uses for our cash. If we incur debt to fund any such acquisition or partnership, such debt may subject us to material restrictions in our ability to conduct our business, result in increased fixed obligations, and subject us to covenants or other restrictions that would decrease our operational flexibility and impede our ability to manage our operations. If we issue a significant amount of equity securities in connection with future acquisitions or partnerships, existing shareholders’ ownership would be diluted.

We may need additional capital, and we cannot be sure that additional financing will be available.

Historically, we have financed our operations and capital expenditures through private raises. In the future, we may raise additional capital through additional equity or debt financings to support our business growth, to respond to business opportunities, challenges or unforeseen circumstances, or for other reasons. On an ongoing basis, we are evaluating sources of financing and may raise additional capital in the future. Our ability to obtain additional capital will depend on our business plans, the realization of rare earth elements in our mineral properties, investor demand, operating performance, the condition of the capital markets, and other factors. We cannot assure you that additional financing will be available to us on favorable terms when required, or at all. If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of existing shareholders, and existing shareholders may experience dilution. Further, if we are unable to obtain additional capital when required, or are unable to obtain additional capital on satisfactory terms, our ability to continue to support our business growth or to respond to business opportunities, challenges, or unforeseen circumstances would be adversely affected.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus 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:

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 prospectus, 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 the section titled “Risk factors” and elsewhere in this prospectus 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.

You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus forms a part, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in this prospectus by these cautionary statements.

MARKET AND INDUSTRY DATA

We use market and industry data, forecasts and projections throughout this prospectus. We have obtained certain market and industry data from publicly available industry publications and from certain sources that may not be publicly available without payment of subscription or similar fees. These sources generally state that the information they provide has been obtained from sources believed to be reliable, but that the accuracy and completeness of the information are not guaranteed. In some cases, the information contains forecasts and projections based on historical market data, and there is no assurance that any of the forecasts or projected amounts will be achieved. While we believe such information is reliable, we have not independently verified the accuracy or completeness of the data contained in these industry publications and other publicly available information. The market and industry data used in this prospectus involve risks and uncertainties that are subject to change based on various factors, including those discussed in the section titled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in, or implied by, the estimates made by independent parties and by us. Furthermore, we cannot assure you that a third party using different methods to assemble, analyze or compute industry and market data would obtain the same results.

The sources of certain statistical data, estimates and forecasts contained in this prospectus include the following independent industry publications or reports:

USE OF PROCEEDS

We estimate that the net proceeds to us from this offering will be approximately $ million (or approximately $ million if the underwriters exercise in full their option to purchase up to additional shares of common stock), based on an assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting the underwriting discounts and estimated offering expenses payable by us.

The principal purposes of this offering are to obtain additional capital to support our operations, to create a public market for our common stock and to facilitate our future access to the public equity markets.

We intend to use the net proceeds from this offering together with our existing cash and cash equivalents as follows:

Each $1.00 increase or decrease in the assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, our as-adjusted net tangible book value per share after this offering by $ per share and the dilution per share to new investors participating in this offering by $ per share, assuming that the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discounts and estimated offering expenses payable by us. Similarly, an increase of 1.0 million in of shares of common stock offered by us would increase the as adjusted net tangible book value after this offering by $ per share and decrease the dilution per share to new investors participating in this offering by $ per share, and a decrease of 1.0 million shares of common stock offered by us would decrease the as adjusted net tangible book value by $ per share, and increase the dilution per share to new investors in this offering by $ per share, assuming that the assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discounts and estimated offering expenses payable by us.

Our expected use of net proceeds from this offering represents our current intentions based upon our present plans and business condition. As of the date of this prospectus, we cannot predict with certainty all of the particular uses for the net proceeds to be received upon the closing of this offering, or the amounts that we will actually spend on the uses set forth above. The amounts and timing of our actual use of the net proceeds will vary depending on numerous factors, including the progress of our exploration and development efforts, the status of our permit applications, and overall market conditions. We may find it necessary or advisable to use the net proceeds for other purposes, and our management will have broad discretion in the application of the net proceeds, and investors will be relying on our judgment regarding the application of the net proceeds from this offering.

DIVIDEND POLICY

We have never paid or declared any cash dividends on our common stock, and we do not anticipate paying any cash dividends on our common stock in the foreseeable future. We intend to retain all available funds and any future earnings to fund the development and expansion of our business. Any future determination to pay dividends will be at the discretion of our board of directors and will depend upon a number of factors, including our results of operations, financial condition, future prospects, contractual restrictions, restrictions imposed by applicable law and other factors our board of directors deems relevant.

CAPITALIZATION

The following table sets forth our cash, cash equivalents, and capitalization as of , 2026:

You should read the following table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the notes thereto included elsewhere in this prospectus.

The above table gives effect to the transactions described above and excludes:

DILUTION

Dilution is the amount by which the offering price paid by purchasers of our common stock sold in this offering will exceed the as-adjusted net tangible book value per share of our common stock after the completion of this offering. The net tangible book value (deficit) of our common stock at , 2026 was $ million, or $ per share. Net tangible book value per share represents our total tangible assets less our total liabilities, divided by the number of outstanding shares of our common stock.

After giving effect to the sale of shares of our common stock by us in this offering at an assumed initial public offering price of $ per share (the midpoint of the range set forth on the cover of this prospectus) and our receipt of an estimated $ million of net proceeds from this offering after deducting the estimated underwriting discounts and offering expenses payable by us, our as adjusted net tangible book value at , 2026, would have been $ million, or $ per share. This represents an immediate increase in net tangible book value of $ per share of our common stock to our existing stockholders and immediate dilution of $ per share to purchasers of our common stock in this offering.

The following table illustrates the per share dilution (in thousands, except per share data):

Each $1.00 increase or decrease in the assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, our as-adjusted net tangible book value per share after this offering by $ per share and the dilution per share to new investors participating in this offering by $ per share, assuming that the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discounts and estimated offering expenses payable by us. Similarly, an increase of 1.0 million in of shares of common stock offered by us would increase the as adjusted net tangible book value after this offering by $ per share and decrease the dilution per share to new investors participating in this offering by $ per share, and a decrease of 1.0 million shares of common stock offered by us would decrease the as adjusted net tangible book value by $ per share, and increase the dilution per share to new investors in this offering by $ per share, assuming that the assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discounts and estimated offering expenses payable by us.

If the underwriters exercise in full their option to purchase additional shares of common stock from us, the as-adjusted net tangible book value per share after giving effect to this offering at an assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the underwriting discounts and estimated offering expenses payable by us, would be $ per share, representing an immediate increase to existing stockholders of $ per share, and dilution to new investors participating in this offering of $ per share.

The following table summarizes the as adjusted basis described above, the differences between the number of shares purchased from us, the total consideration paid and the average price per share paid to us by existing stockholders and by investors purchasing shares in this offering at the assumed initial public offering price of $ per share, the

midpoint of the price range set forth on the cover page of this prospectus, before deducting the underwriting discounts and estimated offering expenses payable by us:

If the underwriters exercise their option to purchase additional shares in full, our existing stockholders would own % and our new investors would own % of the total number of shares of our common stock outstanding upon the closing of this offering.

The total number of shares of our common stock reflected in the discussion and tables above is based on shares outstanding at , 2026, and excludes:

To the extent that new RSUs or other equity awards are issued under the 2026 Plan, or we issue additional shares in the future, there may be further dilution to new investors participating in this offering.

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 audited financial statements for the years ended December 31, 2024 and 2023 and the respective notes thereto, which have been included elsewhere in this prospectus.

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 the sections entitled “Risk Factors” and “Special Note Regarding Forward-Looking Statements” appearing elsewhere in this prospectus.

The information for the years ended December 31, 2024 and 2023 is derived from Alpha Minerals Brazil Participacoes Ltda’s (“AMBPL” or “Predecessor”), our predecessor, audited combined financial statements and the notes thereto included elsewhere in this prospectus.

Any reference in this section to “we”, “us”, “our”, “REA”, or the “Company” refers to Rare Earths Americas, Inc. and our consolidated subsidiaries on a forward-looking basis or, as the context requires, to the historical results of 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 (the “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 then 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 warrants. The Private Placement, which resulted in the raise of $16.0 million after transaction costs, was completed on July 31, 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. Refer to “Note 10—Subsequent Events” in our financial statements for the years ended December 31, 2024 and 2023 for additional details regarding the Acquisitions and the Private Placement.

We have determined that our acquisition of AMBPL is required to be accounted for as a transaction between entities under common control under accounting principles generally accepted in the United States (“U.S. GAAP”) because the former sole shareholder of AMBPL, Rare Earths Americas Limited (“REA Australia”), retained control of REA upon REA’s consummation of the acquisitions of both AMBPL and FRE Australia. Furthermore, as (1) the activities of REA through the Merger Date were limited to administrative tasks supporting the Acquisitions and Private

Placement and (2) REA succeeded to substantially all of the operations of AMBPL, we determined that AMBPL is the predecessor entity for purposes of the financial statements included in this prospectus. Accordingly, the reported results of the Company for the fiscal years ended December 31, 2024 and 2023, as well as the accompanying discussion and analysis, relates solely to the historical operations of AMBPL. As the acquisition of AMBPL by REA is a transaction between entities under common control, costs incurred by REA will be reported in the Company’s financial results commencing with the date that REA was incorporated.

FRE Australia was not determined to be under common control with REA or AMBPL and was not determined to be a predecessor entity to REA. Accordingly, the operating results and cash flows of FRE Australia will begin to be reflected in our reported operating results as of the Merger Date, and our reported working capital and financial condition are not impacted by FRE Australia’s assets and liabilities until reporting periods ending subsequent to the Merger Date. FRE Australia was determined to be a variable interest entity and its acquisition was deemed an asset acquisition.

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 Shiloh, along with certain non-material early-stage exploration projects, most notably our Homer Project in Goiás, Brazil. 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. 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.

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 exploration costs reported for the years ended December 31, 2024 and 2023 primarily reflect the use of contractors, as AMBPL did not hire full-time employees to perform this work. Furthermore, as AMBPL was a subsidiary of REA Australia prior to being acquired by REA, our reported results for the years ended December 31, 2024 and 2023 include allocations of shared costs incurred and recorded by REA Australia, primarily consisting of cash and share-based compensation related to management of REA Australia. Our financial results reported for the fiscal years ended December 31, 2024 and 2023 are not reflective of our expectations for our ongoing operations, as further discussed in the subsequent sections titled “Factors that Will Impact Our Exploration Costs” and “Factors that Will Impact Our General and Administrative and Other Operating Costs”.

Factors that Will Impact Our Exploration Costs

The timing of when costs attributable to exploration activities at each of our projects have been, and will be, included in our reported financial results, as well as the amounts of such costs recognized, are a reflection of our corporate history; the timing of our acquisitions of AMBPL and FRE Australia; the accounting and reporting conclusions applicable to our acquisitions of AMBPL and FRE Australia; the stage of our exploration activities at each project; and our plans for, level of exploration activity at, and commitments of resources to each project. For a discussion of our core projects and properties, please refer to the section titled “Properties” in this prospectus. The following is a description of how our corporate history and our acquisitions (1) have impacted the nature, amounts, and properties

for which exploration costs are included in the historical financial statements and (2) are expected to impact our ongoing operations in subsequent periods:

We have not demonstrated the existence of mineral reserves at any of our current projects. We also hold rights to several additional early-stage exploration projects at which we could incur exploration costs in the future.

Furthermore, some of our mining concessions are subject to fixed expiration dates and might only be renewed a limited number of times for a limited period. Apart from mining concessions, we may need to obtain various authorizations, licenses and permits from governmental or other regulatory bodies in connection with the planning, maintenance, and operation of our mineral properties and related logistics infrastructure, and those authorizations, licenses and permits may be subject to fixed expiration dates or periodic review or renewal. There is no assurance that renewals will be granted as and when sought, and there is no assurance that new conditions will not be imposed in connection with such renewals. Accordingly, the timing and amount of exploration activities and associated costs at each or all of our projects could be impacted by our ability to obtain, maintain, and/or renew related mining concessions, authorizations, licenses, and permits. Further, fees for mining concessions might increase substantially due to the passage of time from the original issuance of each individual exploration license. Accordingly, we will need to continually assess the mineral potential of each mining concession, particularly at the time of renewal, to determine if the costs of maintaining the concession are justified by the results of our exploration activities performed to date. Decisions to renew or allow concessions to lapse could directly impact our exploration costs incurred or expected to be incurred for each project.

Factors that Will Impact Our General and Administrative and Other Operating Costs

We expect the following factors to contribute to an increase in our general, administration and other operating costs in future periods:

Certain of the incremental costs that we expect to incur may be partially offset by a lower dependency on contracted labor and the elimination of shared costs incurred and recorded by REA Australia and included in our financial statements on an allocated basis. Our reported results for the fiscal years ended December 31, 2024 and 2023 include allocated shared costs incurred and recorded by AMBPL’s former parent totaling $0.3 million and $0.2 million, respectively.

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 plan and operations, including funding of mineral exploration and evaluation for economic viability; 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.

Description of Expenses Reported in Our Statements of Operations

Exploration expenses: Exploration expenses consist of all personnel and contractor costs, warehouse and other lease costs, and other costs directly attributed to our exploration, sampling and testing activities necessary to define the resources located at the properties where our projects are being conducted. Examples of exploration, sampling, and testing activities and related expenses include costs related to mineral property licenses and lease payments, option payments, permitting, survey activities, drilling programs, process flowsheet development, metallurgical test work, engineering studies, and other activities related to validating the economic viability of our projects.

General and administrative expenses: General and administrative expenses primarily consist of (1) management salaries, share-based compensation, personnel and consulting costs, and indirect taxes and fees to support our corporate activities and functions – including, but not limited to legal, finance and accounting, human resources, and other administrative functions – and (2) lease costs related to facilities that support our corporate functions.

Depreciation expense: Depreciation expense relates to our limited amount of plant, property and equipment. No depreciation expense has been allocated to the other expense categories reported on our statement of operations.

Comparison of years ended December 31, 2024 and 2023

The following tables set forth our historical results for the periods indicated, and the variances in amounts reported for the comparable reporting periods:

Operating Costs and Expenses

Exploration expenses. Exploration expense decreased by $1.0 million, or 26%, to $2.9 million in 2024, as compared to $3.9 million in 2023. The decrease was primarily due to a $1.6 million decrease in mineral rights acquisitions, partially offset by a $0.6 million increase in laboratory testing and evaluation costs. Our exploration costs are expected to increase as compared to amounts reported in 2024 for reasons cited in the discussion of “Factors that Will Impact Our Exploration Costs.”

General and administrative expenses. General and administrative expense decreased by $0.3 million, or 21%, to $1.1 million in 2024, as compared to $1.4 million in 2023. The decrease was primarily due to across-the-board cost reduction activities implemented in the second half of 2024 to conserve cash, including reduction in consulting related expenses, legal and professional fees, and facilities costs. General and administrative expenses are expected to increase as compared to amounts reported in 2024 for reasons cited in the discussion of “Summary of Historical Operations and Expected Trends.”

Depreciation expense. Depreciation decreased by $6.0 thousand, or 50%, to $6.0 thousand in 2024 compared to $12.0 thousand in 2023. The decrease was primarily due to certain property, plant and equipment becoming fully depreciated and sold in 2023 and 2024.

Other Income

Interest income. Interest income decreased by $70.0 thousand, or 82%, to $15.0 thousand in 2024, as compared to $85.0 thousand in 2023. The decrease was primarily due to lower balances in our money market funds.

Other income, net. Other income decreased by $0.2 million, or 100%, to $0.0 in 2024, as compared to $0.2 million in 2023. During the course of 2023, the Company continued to optimize the utilization of its leased equipment through certain sublease arrangements. There were no such arrangements in 2024.

Liquidity and Capital Resources

Liquidity

Sources and Uses of Liquidity

We consider cash equivalents to be highly liquid investments purchased with original maturities of three months or less. As of December 31, 2024 and 2023, we had $6.0 thousand and $0.8 million, respectively, in cash and cash equivalents.

We are an exploration stage company and, since our inception, we have not generated revenues. We incurred net losses of $4.0 million and $5.0 million in 2024 and 2023, respectively, and have reported an accumulated deficit of $9.9 million and $5.9 million as of December 31, 2024 and 2023, respectively. We have 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 2024 and 2023, 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 earth mineral assets. In 2024, we also incurred payables to related parties that, in 2025, along with additional borrowings, were formalized under a certain loan agreement dated June 2, 2025, between Brazil Royalty Corp Participacoes E Investments Ltda. (“BRC”), as a lender, and AMBPL (as borrower), for a loan of up to R$6,105,000.00 to AMBPL (the “Loan Agreement”). The Loan Agreement was subsequently novated to REA pursuant to a deed of novation (the “Deed of Novation”) with AMBPL and BRC, pursuant to which we agreed to assume AMBPL’s obligation to pay the loan amount under the Loan Agreement. Payment of the loan amount pursuant to the Deed of Novation may be satisfied, at BRC’s election, either in cash in accordance with the terms of the Loan Agreement or by the issuance of our shares. On November 6, 2025, we entered into Amendment No. 1 to the Deed of Novation with BRC and AMBPL, which amended the Deed of Novation to provide that all or part of the loan amount is convertible at BRC’s election and in its sole discretion into issued shares of our common stock at a fixed conversion price of $6.55 per share.

In July 2025, we completed the Private Placement, raising $16.0 million after transaction costs.

Our current liabilities exceeded our current assets by $0.2 million as of December 31, 2024, compared to current assets in excess of current liabilities of $0.4 million as of December 31, 2023. The change of $0.6 million was primarily attributable to a decrease in cash of $0.8 million.

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

Operating Activities

During the year ended December 31, 2024, our operating activities used $3.8 million of net cash, as compared to $4.2 million during 2023. The $0.4 million decrease in net cash used in operating activities during 2024 compared to 2023 was primarily due to our $1.0 million decrease in net loss due to across-the-board exploration and general and administrative cost reductions initiated in the second half of 2024. We also incurred a $0.3 million increase in due to related parties for transfers received and costs paid on our behalf in order to help us maintain our operations in 2024. This was offset by a $0.9 million reduction in accounts payables and accrued expenses, as we curtailed costs primarily in payments for employee and professional services related expenses.

Investing Activities

Our investing activities provided approximately $0.1 million in each year ended December 31, 2024 and 2023. Cash provided by investing activities was primarily due to the sale of certain existing property and equipment to related parties, coupled with our decision not to make additional investments in capital expenditures associated with our property and equipment until we raised further capital in 2025.

Financing Activities

During the years ended December 31, 2024, and 2023, our financing activities provided $3.3 million and $4.7 million of cash, respectively, from the direct investment by REA Australia.

Liquidity Outlook

As of December 31, 2024, we had available cash balances totaling $6.0 thousand. 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.

Our cash forecast for the remainder of Fiscal Year 2025 and the 12 months thereafter:

We believe that funds raised in our Private Placement and the net proceeds from this offering will be sufficient to fund our cash needs for the remainder of Fiscal Year 2025 and the 12 months thereafter. In addition, historically, we have been successful in raising cash through equity financing; 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.

Off-Balance Sheet Arrangements

Other than as otherwise described in this 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.”

Critical Accounting Estimates

See Note 2. Summary of Significant Accounting Policies to our audited financial statements as of and for the years ended December 31, 2024 and 2023, included elsewhere in this prospectus for a description of our significant accounting policies. As of and for the years ended December 31, 2024 and 2023, there were no accounting estimates that we considered critical for understanding and evaluating our financial condition and results of our operation.

Recently Adopted Accounting Standards

See Note 2. Summary of Significant Accounting Policies to our audited financial statements for the years ended December 31, 2024 and 2023.

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:

BUSINESS

Overview

We are an exploration stage company advancing a portfolio of critical minerals projects focused on high-grade heavy rare earth mineral assets. Our work is aimed toward defining mineralization for our projects and increasing our understanding of its characteristics and economics. Our portfolio includes three material projects, which we believe positions REA as a future potential cornerstone of non-Chinese rare earth supply, aligning with Western industrial and national security priorities:

We also hold rights to several additional, currently not material, early-stage exploration projects, most notably our Homer Project located in Goiás, Brazil. The Homer Project hosts multiple large carbonatite clusters with potential for rare earth minerals and niobium considering the region contains some of the world’s preeminent niobium mines. We control an additional 1,233 km² of tenements in Brazil.

Our primary focus is on heavy rare earth elements, which are critical to high-performance permanent magnets used in robotics, defense applications, electric vehicles, and wind power systems. We are currently in the exploration stage, with no revenue generated to date. Our objective is to systematically advance our portfolio—comprising the Shiloh Project, Alpha Project, and Constellation Project—from early exploration toward resource definition and, eventually, development.

Our projects are strategically positioned, with dual-jurisdiction exposure in the United States and Brazil, which aligns with growing initiatives in the U.S. and its cooperating nations to ensure diversified, secure rare earth elements supply chains.

Our headquarters are located at 250 Fillmore Street, Suite 150, Denver, Colorado, 80206 USA. We also maintain field offices in the state of Georgia and in Brazil. Our website address is rareearthsamericas.com. Information on or accessible through our website is not a part of this prospectus.

Market Assessment

We are an exploration stage company advancing a portfolio of projects with known occurrences of magnetic rare earth oxides (“MREO”), one of the most valuable rare earth minerals due to their relatively high price and increasing market size. MREO is comprised of light rare earth oxides – Nd and Pr – and heavy rare earth oxides – Dy and Tb. Rare earth minerals have emerged as a highly strategic commodity due to geopolitical concerns regarding the supply chain of these minerals and their applications in next-generation technologies with military, industrial and civilian applications which require high-performance permanent magnets. Light rare earth oxides are required in the manufacturing of basic permanent magnets, while heavy rare earth oxides are critical in the enhancement of basic permanent magnets into high-performance permanent magnets. The principal consumers of MREO are North American, European, Chinese, Japanese, and South Korean manufacturers of permanent magnets for the automotive and renewable energy sectors.

We have the potential to fill in the heavy rare earth oxides gap in the U.S. domestic supply chain. Exploration results from the Shiloh Project and mineral resources at the Constellation Project and Alpha Project indicate shallow, high-grade occurrences of heavy rare earth oxides.

Rare earth mineral production is geographically constrained, with about two-thirds of global production occurring in China and another 20% in the U.S. and Australia. Processing capacity is even more limited, as the majority of rare earth element processing takes place in China, with certain elements processed exclusively there. China and Myanmar account for a total of 91% of Dy and Tb production (Rare Earth Magnet Market Outlook to 2040, Adamas Intelligence, Q3 2024), and given the U.S.-China ongoing geopolitical and trade tensions, reliance on such production poses significant supply chain risk.

Further, China lacks heavy rare earth rich resources and is highly reliant on Myanmar for heavy rare earth elements, with China’s production quota for heavy rare earth elements flat since 2014 (Mineral Commodity Summaries and Minerals Yearbook, U.S. Geological Survey, 2014-2025). According to the U.S. Geological Survey, supply growth in heavy rare earth elements (0.7% CAGR since 2014) lags far behind light rare earth elements (11.2% CAGR since 2014). The rising demand for high-performance magnets requires the development of new supply sources for heavy rare earth elements.

China has restricted the export of Dy and Tb since April 2025 in response to U.S. tariffs on Chinese products. Myanmar is not a reliable long-term supplier due to ongoing civil war, human right violations, inadequate environmental regulations, and fragile international trade relations. Brazil is projected to expand its role in the rare earth market with ionic clay deposits, including Serra Verde (operating) and emerging projects (such as Alpha and Constellation), expected to increase Brazil’s share of Dy supply.

The risk of losing access to rare earth mineral supplies has prompted the U.S. government to secure its own rare earth supply chain through funding and trade agreements with Australia, Malaysia, Japan, and Thailand. In March 2025, the Trump administration issued an executive order to increase domestic minerals production for national security purposes by invoking the Defense Production Act. The executive order authorizes the U.S. Department of War and the International Development Finance Corporation to issue funding for domestic critical mineral producers. Since July 2025, the U.S. Department of War invested $400 million in the preferred stock of MP Materials Corp. – the only producer of rare earth minerals in the U.S. – and provided $150 million in loan financing to MP Materials Corp. in addition to committing to an offtake agreement with a price floor guarantee for the purchase of Nd and Pr.

In addition to the investment in MP Materials Corp., the U.S. government has taken stakes in Lithium Americas Corp. and Trilogy Metals Inc. On January 26, 2026, USA Rare Earth, Inc. announced its entry into a non-binding letter of

intent with the U.S. Department of Commerce for $277 million in proposed federal funding and $1.3 billion in a proposed senior secured loan under the CHIPS Act.

In October 2025, the U.S. and Australia signed a critical minerals framework agreement, pursuant to which both countries will invest $1.0 billion in financing over the next six months for critical minerals and rare earth projects within each respective country to accelerate the pipeline of priority projects and deliver a secure supply chain required for defense and other advanced technologies.

According to Adamas Intelligence, Global MREO demand is forecasted to grow at an 8.2% compound annual growth rate (CAGR) and Dy and Tb demand is forecasted to grow at 7% annually through 2040. A high demand growth rate combined with geographically constrained production can lead to volatile prices for rare earth elements, including Dy and Tb.

Note: Source Adamas Intelligence (2024)

Note: Source Adamas Intelligence (2024)

Note: Source Adamas Intelligence (2024)

According to Adamas Intelligence, through 2040, MREO will experience a production shortfall. According to Rare Earths Forecast Report, Benchmark Mineral Intelligence, Q4 2024, the anticipated supply gap in 2040 for Dy and Tb will be equivalent to approximately 116 times the annual production of the Mt. Weld mine in Australia, assuming Dy and Tb production of approximately 50tpa and excluding any expansions. The Mt. Weld mine is one of few major producers of Dy and Tb outside of China. Further, according to Adamas Intelligence, prices for magnetic rare earths are expected to increase by over 100% over the next 15 years.

Separated rare earth oxides are specialty chemicals, not exchange-traded commodities, and are typically priced in U.S. dollars per kilogram. Prices are negotiated through private contracts and reflects product purity, oxide composition, delivery terms, and prevailing demand. While the Shiloh Project is still under evaluation regarding its final products, the Alpha Project and Constellation Project are anticipated to produce a mixed rare earth carbonate—an intermediate material used in the production of refined, separated rare earth oxides.

Payability represents the proportion of contained rare earth elements value (based on spot oxide prices) that is realized upon sale of mixed rare earth carbonate. Payability depends on the concentration of high-value elements, total rare earth oxide grade, impurity levels, and offtake processing costs. We intend to produce a high-quality mixed rare earth carbonate with low impurities and elevated magnet rare earth elements. Our technical analyses assume a payability of 70%.

Corporate History

We were incorporated in February 2025 under the laws of the Cayman Islands as “Rare Earths Americas Ltd.” Our Redomestication took effect on October 15, 2025. Following the Redomestication, our name changed to “Rare Earths Americas, Inc.”

In July 2025, in two transactions, each contingent upon the completion of the other, we acquired our Predecessor, AMBPL, and FRE Australia (the “Acquisition”). Consideration paid to the shareholders of AMBPL and FRE Australia consisted of shares of our common stock and warrants exercisable for shares of our common stock. REA and AMBPL were entities under common control at the acquisition date.

In June 2025, we established T.E. Liberty, a wholly-owned subsidiary of REA organized under the laws of Texas, and REA Management Company, LLC (“REA Management”), a then-wholly-owned subsidiary of REA organized under the laws of Texas, to serve as our U.S. management and operating platforms. Initially incorporated as Piedmont Rare Earths, LLC in North Carolina, FRE US was organized to serve as the party to the option agreements entered into in Georgia. Effective December 31, 2025, we completed a merger of REA Management into REA, which resulted in all employees of REA Management becoming employees of REA as of January 1, 2026.

Since our formation, we have focused on assembling and advancing a portfolio of exploration-stage projects: the Shiloh Project in Georgia, USA; Alpha Project in Bahia, Brazil; and Constellation Project in Minas Gerais, Brazil. We have prepared technical report summaries for each of our material properties in accordance with S-K 1300, filed as Exhibits 96.1, 96.2 and 96.3 to the registration statement of which this prospectus forms a part.

We have not generated revenue to date. Our operations have consisted primarily of acquiring exploration rights, conducting geophysical surveys and drilling programs, preparing technical studies, and establishing the organizational and governance framework to support the advancement of our projects.

Our Business Strategy

Our objective is to grow the value of our assets and position the Company as a leading U.S. supplier of critical minerals. To achieve this, we intend to:

Through this integrated strategy, we aim to create a scalable platform capable of delivering secure, sustainable, and strategically important supplies of rare earth elements to the global market, while enhancing long-term value for our shareholders.

We believe the long-term prospects for rare earth elements, more specifically heavy rare earth elements, continue to be strong. In part, this reflects the acknowledgment of the U.S. Government that critical minerals, including rare earth elements, are essential for national security and economic resilience, followed by adoption of policies to facilitate domestic mineral production, including by offering expedited permitting, reconsidering regulatory bottlenecks, and providing capital and technical assistance. 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. Further, our management team has extensive experience with permitting and development of large-scale mining projects.

Market Opportunity and Growth

Rare earth elements are fundamental across a number of sectors, such as robotics, defense applications, electric vehicles, wind power systems, renewable energy systems, and consumer electronics. Demand for such sectors is expected to grow. Adamas Intelligence projects demand for robotics to grow at a CAGR of 24% from 2024 to 2040. Robotics is projected to become the largest rare earths demand category by 2040 and is expected to account for over 16% of REO demand by 2040, requiring over 70,000 tonnes p.a. of REO for robots across manufacturing, transport, and logistics (Adamas Intelligence projections are for general robots, originally driven by low-tech consumer robots, and in later years driven more heavily by humanoid robots). The increased demand for humanoid robotics is projected to lead to an unprecedented increase in demand for rare earth elements, with various industry estimates for humanoid robot scale-up. For example, Goldman Sachs projects 1 million in annual production of humanoid robots by mid-2030s, BofA Securities projects 1 million in annual production by 2030 and 3 billion in operation by 2060, Morgan Stanley predicts 134 million in operation by 2040 and 1 billion in operation by 2050, and the Tesla Earnings Call in April 2025 predicts 1 million units of Tesla’s Optimus humanoid robot produced annually by 2030.

According to Rare Earths Forecast Report, Benchmark Mineral Intelligence, Q4 2024, 280 of new Mt. Weld sized mines would be required to meet the anticipated demand for Dy and Tb for 100mm of humanoid robot annual production, assuming 4kg of permanent magnets per robot with 4% Dy and Tb content and assuming Dy and Tb production of approximately 50tpa, excluding any expansions.

Demand for electric vehicles is projected to grow at a CAGR of 10% from 2024 to 2040, driven by cheaper batteries, improved charging, and policy support. Electric vehicles today use up to approximately six times more metals than internal combustion engine vehicles, with each electronic vehicle today using approximately 2-3 kg of rare earth magnets (The future of four wheels is all electric, Goldman Sachs, February 16, 2024). Demand for advanced air mobility is projected to grow at a CAGR of 17% from 2024 to 2040, led by drones shifting to electric vertical take-off and landing (“eVTOL”), which requires higher power and torque density than electric vehicles. A passenger eVTOL is expected to use approximately 10-20 times more magnets than an electric vehicle (Rare Earth Market Overview & Outlook: EVs, Robotics and AAM, Adamas Intelligence, Q1 2025). Demand for clean energy is projected to grow at a CAGR of 8% from 2024 to 2040. A 3MW wind turbine requires approximately 2,000 kg of rare earth magnets (How are rare earths used, Lynas Rare Earths). Global renewable energy targets adopted at the UN’s COP28 require renewable energy capacity to increase by three times by 2030 (COP28 Tripling Renewable Capacity Pledge, International Energy Agency, June 2024). Demand for consumer electronics is expected to grow at a CAGR of 2%

from 2024 to 2040, driven by global tech and smart device adoption. Rare earth elements are used in phones, laptops, headphones, tablets and smart home devices, and elements such as Y, Eu, and Tb are critical for displays and LEDs.

According to Adamas Intelligence, MREO are projected to grow at a CAGR of 8.3% through 2035, driven by accelerating global clean energy and defense requirements.

China continues to account for around 70% of global rare earth elements mined supply, highlighting the strategic need for Western-aligned suppliers. The U.S. has designated REEs as “critical minerals,” with various federal and state-level incentive programs in place to foster supply chain diversification.

Our dual-jurisdiction portfolio positions us to contribute to this emerging U.S.–Brazil corridor. Our growth plan includes: advancing exploration to define compliant resource estimates, conducting scoping and feasibility studies, exploring offtake and partnership opportunities, and evaluating downstream processing potential in collaboration with governmental and industrial stakeholders.

Government Regulations, Environmental, Health and Safety

Our mineral interests are subject to an extensive array of laws, regulations, permits, and approvals at the federal, state and local levels in the U.S. and in Brazil, covering areas including mining activities, environmental protection, permitting, health and safety, land use, and reclamation.

United States

Our exploration efforts and proposed development in Georgia will be governed primarily by the Georgia Department of Natural Resources (“GDNR”) and Environmental Protection Division (“GEPD”); the target areas of the Shiloh Project are on private lands. GDNR and GEPD regulate a broad spectrum of activities—ranging from exploration, mineral claims, land reclamation, water and air emissions to occupational health and safety. Permitting may include requirements such as industrial stormwater coverage, hazardous materials handling, industrial wastewater discharge, and air emission permits. We intend to leverage evolving U.S. policy to accelerate and prioritize permitting for critical minerals projects.

In addition to state oversight, certain aspects of our activities may also be subject to regulation by federal agencies, including the U.S. Environmental Protection Agency, the U.S. Army Corps of Engineers, the Mine Safety and Health Administration, and the Occupational Safety and Health Administration. These agencies may impose additional permitting, environmental, health, and safety requirements on our operations, and in particular as federal policy continues to evolve in response to the strategic importance of critical minerals.

We aim to maintain compliance in all material respects with these regulations throughout our operations, though future legislative or regulatory changes may impose heightened requirements, delay permitting, or necessitate substantially increased capital outlays.

Brazil

Our projects in Brazil are subject to Decree-Law 227, 1967 (the “Mining Code”) and environmental assessment and licensing procedures enforced by national and state environmental authorities. Key components of the regulatory landscape include obtaining exploration and mining authorizations, undertaking environmental baseline studies, community consultations, and developing environmental management and reclamation plans. Our U.S. relationships will seek to engage with special trade initiatives that support bilateral cooperation between Brazil and the U.S. on critical mineral supply chains.

The Alpha Project is located in the State of Bahia, Brazil, which we believe maintains a generally supportive regulatory environment for mining activities and may offer permitting advantages, including relatively clearer processes and potentially shorter timelines compared to certain other jurisdictions in Brazil. Notwithstanding these perceived advantages, permitting remains subject to the discretion of applicable authorities, project-specific factors, and compliance with federal and state requirements.

Environmental, Health and Safety (“EHS”)

We subject our field operations to EHS policies and practices, including safety training, contractor oversight, emergency preparedness, and environmental stewardship. Consistent with industry best practices, we require that our contractors adhere to health and safety standards and hold relevant training and policies. Any incident of non‑compliance—such as environmental releases, injury, or regulatory infraction—could result in fines, corrective or other regulatory enforcement actions, or other penalties.

Naturally Occurring Radioactive Material (“NORM”)

Rare earth element mineralization, particularly monazite-bearing sands, may contain thorium and uranium, which in turn can generate heightened radioactivity in tailings and residues. Management of these materials must comply with applicable radiation safety standards and disposal requirements.

Legal Risks and Permitting Challenges

Future operations may be affected by amendments to, or stricter enforcement or interpretation of, existing rules and regulations laws as well as new regulatory initiatives, whether in environmental, health, safety, reclamation, or permitting domains. We may face delays or increases in cost, especially if new regulatory thresholds or licensing requirements are enacted.

Government Support and Policy Context

In the U.S., rare earth elements have been designated “critical minerals,” leading to enhanced government focus on developing domestic supply chains. For example, incentive mechanisms, certain tax credits, and efforts from agencies such as the Department of Energy and Department of War, serve to advance domestic critical minerals development. Nonetheless, reliance on such incentives is uncertain, and continued shifts in government policy may influence strategic and financial planning.

Our Mineral Projects

The following is a summary of our mineral projects. See “Properties” for additional information.

Shiloh

The Shiloh Project is located in Harris and Talbot Counties, Georgia, approximately 110 km from Atlanta. The project comprises approximately 1,927 total acres. It is located approximately 110 km south southwest of Atlanta, Georgia, 40 km southeast of LaGrange, Georgia and 40km northeast of Columbus, Georgia. The properties host monazite enriched in Nd, Pr, Dy, and Tb. Initial exploration that occurred in early 2025 included high-resolution geophysical surveys, over 3,500 meters of grid drilling, and diamond drilling programs. Results confirm widespread structurally controlled intrusion-related vein/disseminated rare earth deposit, including structural emplacement of monazite within foliated gneiss and high-grade hard rock rare earth mineralization. The project benefits from robust nearby infrastructure, including rail and public highways access, low-cost electricity, and proximity to eastern U.S. ports. Planned exploration in the remainder of 2025 includes additional geophysical surveys, drilling, and metallurgical testing, aimed at establishing an initial mineral resource estimate. The Shiloh Technical Report Summary is provided as Exhibit 96.1 to the registration statement of which this prospectus forms a part, and presents exploration results; a mineral resource estimate has not been prepared for the Shiloh Project at this time. Further information about our Shiloh Project is set forth in this prospectus under the section titled “Properties — Shiloh Project.” Between 2021 and 2025, over 4,105 meters of saprolite core were recovered via direct-push technology (“DPT”) and sonic drilling from 494 boreholes (which includes Lazer Creek). In 2025, a 908-meter diamond drill program was completed across 13 holes in January, and a 541.6-meter DPT program was completed in May. Sampling intervals ranged from 0.3 to 5 meters. Notable intercepts include 20.01% TREO over 15 cm and +1.0 m weighted composites intercepts exceeding 10% TREO in several holes at the Newbill target. We believe the current assay approach introduces a conservative estimate of TREO concentrations.

The following table shows higher grade samples from direct-push drilling in 2025:

* Other parameters contributing to the total rare earth oxide (TREO) calculation are not shown.

> The reported result is at the upper detection or calibration limit of the method.

The above table presents a subset of higher grade range assay results from the 2025 DPT drilling at the Newbill property and is intended to provide a concise snapshot of elevated TREO values observed during that campaign. Results have been selected and applied consistently across the dataset. Specifically, the above table includes only samples with TREO% concentrations of at least 10%, showcasing elevated REEs and excludes other results that do not meet those thresholds or would distort a fair presentation if shown in isolation. Samples are organized from highest (green) to lowest TREO% values (blue). As documented in the Shiloh Technical Report Summary, 2021, 2022 and 2025 drilling returned a wide range of TREO values, with 2025 DPT programs yielding numerous short-interval assays at or above 2% TREO (Table 10 of the Shiloh Technical Report Summary).

TREO was calculated including the following oxides: La2O3, Ce2O3, Pr2O3, Nd2O3, Sm₂O₃, Eu₂O₃, Gd₂O₃, Tb₂O₃, Dy₂O₃, Ho₂O₃, Er₂O₃, Tm₂O₃, Yb₂O₃, Lu₂O₃, and Y₂O₃. Where analytical results exceeded the upper method detection limit, the method detection limit value was assigned for calculation purposes. This approach introduces a conservative estimate and may result in underreporting of actual TREO% concentrations. The true values may be higher but cannot be accurately quantified within the validated range of the method. Accordingly, caution is advised when interpreting TREO values derived under these conditions.

The selection of drill hole samples is limited to discrete sample intervals collected and logged by lithological and mineralization contacts, with standard DPT sample lengths generally between approximately 0.3 m and 1.5 m. Isolated “Spike” assays over very short downhole lengths are not presented without accompanying context unless they occur within a broader run of mineralization or are otherwise significant to demonstrate grade tenor at the scale at which DPT samples were collected.

Routine quality assurance and quality control (QA/QC) samples (certified reference material (CRM’s), blanks and duplicates) along with low grade or barren intervals, are excluded from the above table because they are not “higher grade” samples and their inclusion would not assist investors in understanding the nature of elevated TREO

occurrences. Reported lengths are downhole lengths; true width cannot be reliably estimated at this stage given the drilling methods, spacing and early stage geologic models.

Sampling, preparation and analytical procedures are described in the Shiloh Technical Report Summary. 2025 assays were prepared at ALS Mineral Analysis Laboratories (ALS) facility in Reno, Nevada and analyzed at ALS’s Vancouver Canada facility for fusion/ inductively coupled plasma mass spectrometry (ICP‑MS) method ME-MS81/ME-MS81h. Laboratories are ISO/ International Electrotechnical Commission (IEC) 17025-accredited for the specified methods. Drillhole location and total depth are presented in Table 9 and analytical results in Table 10 of the Shiloh Technical Report Summary, along with QA/QC results. Only parameters that are part of the TREO% calculation are shown in the TRS. These exploration results are not mineral resources or reserves and do not demonstrate economic viability.

The table below presents statistics for analyzed samples above low grade cutoff (TREO≥2%) for the 2021, 2022 and 2025 drilling programs.

Of the 3,056 drilling samples collected between 2021, 2022 and 2025 and reviewed for laboratory analysis, 65 samples exceeded the low-grade zone cutoff (TREO ≥ 2%). These higher-grade samples were distributed across three properties: Dead Tree, one sample at an average depth of 6.2 m bgs; Newbill, forty-two samples averaging 5.5 m bgs; and Pig Trail, twenty-two samples with an average depth of 5.7 m bgs. Among these, Newbill samples show the highest TREO average of approximately 9% and maximum value near 20%.

Preliminary metallurgical testing has been conducted on material from the Shiloh Project to evaluate the processing characteristics and recovery potential of rare earth mineralization. Metallurgical work completed to date includes mineralogical characterization, ammonium sulfate leach testing, monazite concentration testing, magnetic separation, gravity separation, flotation testing, heavy liquid separation, and sieve size–by–size assay analysis. These programs were designed to confirm monazite as the dominant rare earth–bearing mineral and to assess the amenability of both saprolitic and bedrock-hosted material to physical concentration methods. In addition, Quantitative Evaluation of Minerals by Scanning Electron Microscopy (“QEMSCAN”) and other mineralogical analyses were performed to evaluate mineral associations, metallurgical variability, and the presence of deleterious elements. The metallurgical testing remains at an early stage and has been conducted at a laboratory scale to inform ongoing exploration, processing concept development, and future metallurgical test programs.

Future work programs and recommendations from the Shiloh Technical Report Summary include, among other things, to:

We expect that development of the Shiloh Project will require a budget of US$13.5 million.

Alpha

The Alpha Project is located in Bahia State, Brazil, approximately 120 km from the Port of Ilhéus. The project resources are located within nine granted exploration permits covering approximately 100 km². Mineralization occurs as ionically adsorbed clays within the weathering profile of the Jequié Complex. As of October 31, 2025, the Alpha Project hosts an inferred mineral resource of 201.7 million tonnes grading 1,520 ppm TREO (using a 1,000 ppm cutoff), containing approximately 322 tonnes of NdPr and 38.5 tonnes of DyTb. The project is wholly owned by the Company. Nearby infrastructure includes federal highways, municipal roads, and proximity to petrochemical reagents and port facilities. Ongoing work includes further drilling, surveying, and metallurgical testing to refine geological models and advance resource classifications. The Alpha Technical Report Summary is provided as Exhibit 96.3 to the registration statement of which this prospectus forms a part. Further information about our Alpha Project is set forth in this prospectus under the section titled “Properties — Alpha Project.”

Preliminary metallurgical test work at the Alpha Project evaluated the leaching behavior and recovery potential of ionic clay-hosted rare earth mineralization using bench-scale ammonium sulphate leachability testing on systematically collected drill samples at 1 m intervals across the regolith, ensuring representative vertical coverage. A total of 1,078 leach tests were completed by SGS Geosol between 2022 and 2024, and 1,154 by ALS Geochemistry between 2023 and 2024, for 2,232 tests overall. Results were comparable to those from adjacent ionic adsorption clay projects and infer amenability to ion‑exchange leaching under atmospheric conditions. Optimization test work is planned to advance flowsheet development.

The Alpha Project hosts rare earth element mineral resources that warrant further exploration and evaluation. A two-phase work program is recommended. Phase A will focus on generating additional exploration data and materials, while Phase B will address targeted test work and technical analysis.

Phase A aims to improve understanding of the controls on mineralisation and to delineate additional prospective zones. Infill drilling and technical studies will be undertaken to potentially upgrade mineral resources from the inferred to higher-confidence mineral resource classifications. Phase A is estimated to require a budget of US$2.58 million to complete.

Results from Phase A exploration will provide representative drill samples for metallurgical testing and will provide a basis for an updated appraisal of the deposits If results are positive, the Alpha Project will advance to Phase B, which will involve the analysis of key modifying factors, including mining and processing considerations, to update the Initial Assessment and mineral resource estimates. Phase B is estimated to require a budget of US$1.15 million.

We expect that Phase A and Phase B, collectively, will require a budget of US$3.73 million.

Additional details on Phase A and Phase B activities and their respective estimated costs can be seen in the figures below:

1. Program budgets are inclusive of assay, personnel, equipment, consumables and transport costs.

Constellation

The Constellation Project is located near Poços de Caldas in Minas Gerais, Brazil, a district with a long mining history. The project consists of 37 granted permits covering approximately 59.5 km², including six mining concessions and 31 exploration permits. Mineralization occurs as high-grade ionic clays derived from the Poços de Caldas alkaline complex, hosting NdPr and DyTb. As of October 31, 2025, the project contains an inferred mineral resource of 266.2 million tonnes grading 2,637 ppm TREO, with contained NdPr of approximately 564 tonnes and DyTb of 26.9 tonnes. Infrastructure access is strong, with proximity to highways, power lines, gas pipelines, and the Port of Santos. Planned programs include additional drilling, infill surveys, and expanded metallurgical testing. The Constellation Technical Report Summary is provided as Exhibit 96.2 to the registration statement of which this prospectus forms a part. Further information about our Constellation Project is set forth in this prospectus under the section titled “Properties — Constellation Project.”

Preliminary metallurgical test work at the Constellation Project evaluated the leaching behavior and recovery potential of ionic clay–hosted rare earth mineralization using bench‑scale ammonium sulphate leachability testing on systematically collected drill samples. ALS Lima completed 3,374 ammonium sulphate leach tests in 2024 on drill samples representing. Cerium was excluded from the threshold because it does not readily leach under the mild acid conditions characteristic of ionic clay processing and therefore does not contribute to leach solution grades or influence cut‑off determinations. The sample distribution adequately represented the saprolite domain used in the resource model, ensuring the metallurgical dataset was appropriate for supporting estimation work. An optimization test program is planned to advance process development.

The Constellation Project hosts rare earth element mineral resources that warrant further exploration and evaluation. A two-phase work program is recommended. Phase A will focus on generating additional exploration data and materials, while Phase B will address targeted test work and technical analysis.

Phase A will aim to improve understanding of the controls on mineralization and to delineate additional prospective zones in regional exploration concessions. Infill drilling and technical studies will be undertaken to potentially upgrade mineral resources from the inferred to higher-confidence mineral resource classifications. Phase A is estimated to require a budget of US$3.34 million to complete.

Results from Phase A exploration will provide representative drill samples for metallurgical testing and will provide a basis for an updated appraisal of the deposits. If results are positive the project will advance to Phase B, which will involve the analysis of key modifying factors, including mining and processing considerations, to update the Initial Assessment and mineral resource estimates. Phase B is estimated to require a budget of US$1.15 million.

We expect that Phase A and Phase B, collectively, will require a budget of US$4.49 million.

Additional details on Phase A and Phase B activities and their respective estimated costs can be seen in the figures below:

1. Program budgets are inclusive of assay, personnel, equipment, consumables and transport costs.

Other Mining Properties

Additionally, we hold rights to several additional, non-material, early-stage exploration projects, most notably our Homer Project (Goiás, Brazil), which hosts multiple, large carbonatite clusters with potential for rare earth and niobium – located in a region containing the world’s preeminent niobium mines. The State of Goiás has a wide range of significant mining projects. Niobium is a critical material, primarily used in small quantities to enhance the strength, durability, and corrosion resistance of steel without adding weight. There are 527 carbonatite intrusions known globally, yet only approximately 60 are known to host Nb and REEs, and fewer than 10 are in production; however, carbonatites account for approximately 95% of global niobium production (Emma R. Humphreys-Williams, Sabin Zahirovic; Carbonatites and Global Tectonics. Elements 2021; 17 (5): 339–344; Niobium Market: Market Share by Occurrence, Mordor Intelligence, 2024). Brazil is home to numerous high-grade carbonatite complexes and accounts for approximately 90% of global niobium mine production (Mineral Commodity Summaries, USGS Geological Survey, January 2024).

The Homer Project is at an early exploration stage, and is a non-material project with no mineral resources defined to date. We hold 63 exploration licenses in connection with the Homer Project, covering over 123,301 ha. The Homer Project is located 180km from Goiânia and 975km from Santos Port, close to a paved highway. We are in the preliminary phase of planning exploration activities, including identifying key target areas for drilling and sampling.

A location map for the Homer Project is shown below:

Exploration Stage Company

None of our mineral projects have an operating mine or have ever produced any minerals in commercial quantities. We have not demonstrated the existence of mineral reserves at any of our projects, and therefore each of our projects is in the exploration stage and we are considered an exploration stage company. We are conducting on-site exploration activities at the Shiloh Project, Alpha Project and Constellation Project, and we plan to conduct additional exploration activities at each of these projects. See “Properties — Shiloh Project — Planned Exploration and Related Programs”, “Properties — Alpha Project — Planned Exploration and Related Programs,” and “Properties — Constellation Project — Planned Exploration and Related Programs.” We expect to remain an exploration stage company for the foreseeable future. To exit the exploration stage and become a development stage company and, ultimately, commence mining at any of our projects, it will be necessary for us to demonstrate the existence of proven or probable mineral reserves at one or more of our projects, and complete one or more feasibility studies that would enable us to obtain financing on reasonable terms and in amounts sufficient to establish and operate the applicable mining operations.

The following chart shows the positions of the Shiloh Project, Alpha Project and Constellation Project on the Lassonde Curve:

Summary of Mineral Resource Estimates

The following table summarizes our mineral resource estimates as shown in the Alpha Technical Report Summary and Constellation Technical Report Summary.

Notes to the mineral resource table with respect to the Alpha Project:

CONSTELLATION PROJECT (Poços de Caldas, Brazil)
Effective Date: October 31, 2025:

Notes to the mineral resource table with respect to the Constellation Project:

Mining Rights

We, or our subsidiaries, are a party to various leases, options and other mining rights agreements with third parties, such as landowners, pursuant to which we hold mining rights in our material projects.

Shiloh Project

The project area in Georgia is secured through a combination of option agreements that collectively define a significant land position in Harris and Talbot Counties. We have secured a strategically-located total project area of approximately 1,927 acres. A location map for the Shiloh Project is shown below:

On February 25, 2021, FRE US, formerly known as Piedmont Rare Earths, LLC prior to its name change in March 2021, entered into an option agreement with a local landowner in Georgia (the “Optionor”) to purchase land parcels in Talbot County, Georgia (the “Newbill Option”). The Newbill Option covers a total of approximately 263.66 acres in Talbot County, Georgia, with a term ending on February 28, 2027, during which time commercial mining is not permitted. The Newbill Option does not provide for automatic extension, and any extension would require a mutually agreed written amendment between the parties. The Newbill Option grants FRE US the exclusive right to conduct exploration, drilling, surveys, technical studies and permitting at the property, and an option to purchase the property, with commercial mining of the property prohibited during the option period.

The Newbill Option required an initial payment within 30 days of signing of the option agreement, followed by annual payments until February 28, 2026. Remaining option payments are due by February 28, 2026, at $125 per acre (totaling $32,958). Additionally, a drilling bonus of $1 per foot (core, reverse circulation, sonic, or similar exploration) is payable annually by February 28, 2026 for footage drilled by FRE US within the property in the previous calendar year. If, during the option period, FRE US deems that minerals occur on or within the property in sufficient qualities and/or quantities, and elects to exercise the purchase option, the parties will enter into a purchase agreement consistent with the terms in the option agreement, for a purchase price of 125% of the fair market value of the property, as determined either by mutual agreement of the parties or by an appraisal conducted by a Member of the Appraisal Institute. The value added to the property by the exploration for minerals or the discovery of minerals shall not be included in the fair market value determination. Pursuant to such purchase agreement, the Optionor will retain a production royalty and a 12-month right to remove timber after closing. The retained production royalty will be perpetual and three percent (3%) of net smelter returns on concentrates or products produced from any part of the property, payable annually on the same February 28 cadence and covering the prior calendar year’s production. Additionally, under such purchase agreement, the Optionor will grant FRE US a right of first offer and refusal on the sale of royalty.

The following table provides a summary of royalties, encumbrances, payees, triggers, and related terms in the Newbill Option.

Additionally, FRE US and FRE Australia, each an indirect and direct wholly owned subsidiary of us and FRE US a wholly owned subsidiary of FRE Australia, are parties to an option and project evaluation agreement with Southeast Metals, LLC (“SEM”) and the four members of SEM (the “Members”) (“the “SEM Option”). The SEM Option covers land and mineral interests in Harris and Talbot Counties, Georgia, spanning approximately 1662.828 acres, as well as certain rights of access to the lease area, as set forth in the Mining Lease Agreement between SEM and Weyerhaeuser Company (the “SEM Lease”). The SEM Option (i) grants FRE US the exclusive option to purchase 100% of the membership interest of SEM, (ii) authorizes FRE US to perform geological survey and exploration work on the covered property (as defined therein) during the option period to determine suitability for commercial mining and exploitation, (iii) provides FRE US with access to all historical data and due diligence material related to the exploration mining business previously developed by SEM or in SEM’s possession or control, and (iv) grants FRE US certain rights with the respect to the covered property. The SEM Lease requires royalty payments on production of Rare Earth Element Products and Byproducts (each as defined therein) by SEM and its successor and assigns, including the grant of a non-participating overriding royalty interest to Weyerhaeuser Company on such production occurring from within a defined area of interest outside the lease area that will survive termination or expiration of the lease.

Annual rental payments due under the SEM lease are $0 for each of the first three years of the lease, and $75,000 beginning in year four of the lease, with the amount subject to annual adjustment based on the Consumer Price Index (“CPI”). The CPI was assigned to the starting month of October 2022 and is rounded up to the nearest $100 and shall be adjusted upwards only annually. These rental payments are creditable against royalties due in the same lease year. The SEM Lease provides for a 5% royalty on net smelter return–style value of products and byproducts produced and sold from the leased premises. Foothills/SEM must also make annual rental payments of $75,000 (CPI adjusted), which are creditable against royalties due in the same lease year. In addition, Weyerhaeuser retains a 1% overriding royalty on production from properties acquired within the defined Area of Interest (AOI) counties. Should Foothills exercise the SEM Option, Foothills will assume the obligations of SEM in regards to the Weyerhaeuser Lease discussed herein.

The following table provides a summary of royalties, encumbrances, payees, triggers, and related terms in the SEM Option:

Pursuant to the SEM Option, FRE US agrees to provide SEM with a bi-monthly written report outlining all material activities conducted on the covered property in connection with mineral exploration. The option period for the SEM Option ends on the earliest of (i) August 1, 2026, (ii) the date five days after the satisfaction or waiver of conditions precedent set forth in the option agreement, but in no event more than 120 days following the exercise date of the option, or (iii) termination of the agreement. The SEM Option does not provide for automatic extension. However, the option period may be extended by mutual written agreement of the parties through an amendment to the option agreement. Pursuant to the SEM Option, each Member grants to FRE US the option to purchase 100% of the ownership

interests in SEM. If FRE US exercises the purchase option, FRE US and FRE Australia, as applicable, are required to pay: