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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended August 31, 2025

 OR

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from ________ to ________

 Commission
file number: 000-53482

 TEXAS

 (Exact
Name of Registrant as Specified in its Charter)

 87-0294969

 (State of other jurisdiction of incorporation or organization)

 (I.R.S. Employer Identification No.)

 527 21 st Street

 #44

 Galveston, Texas

 77550

 (Address of Principal Executive Offices)

 (Zip Code)

 ( 361)
 790-5831

 (Registrant's
Telephone Number, including Area Code)

 SECURITIES
REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None

 SECURITIES
REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Common Stock, par value $0.01

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 Yes
 No

by checkmark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files). Yes No

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

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 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 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the
effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.
7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the
registrant included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price
at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day
of the registrant's most recently completed second fiscal quarter: As of February 28, 2025 the aggregate market value of
the registrant's voting and non-voting common equity held by non-affiliates of the registrant was $ 20,591,400 based upon
the closing sale price of the common stock as reported by the OTCQB.

 The
number of shares of the Registrant's common stock outstanding as of November 25, 2025 was 81,335,813.

 PRELIMINARY NOTES

 GLOSSARY OF TERMS

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 SUMMARY OF SELECTED RISKS ASSOCIATED WITH OUR BUSINESS

 ITEM 1.

 BUSINESS

 ITEM 1A.

 RISK FACTORS

 ITEM 1B.

 UNRESOLVED STAFF COMMENTS

 ITEM 1C.

 CYBERSECURITY

 ITEM 2.

 PROPERTIES

 ITEM 3.

 LEGAL PROCEEDINGS

 ITEM 4.

 MINE SAFETY DISCLOSURES

 ITEM 5.

 MARKET
 FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 ITEM 6.

 CLIMATE-RELATED DISCLOSURE

 ITEM 7.

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 ITEM 7A.

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 ITEM 8.

 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 ITEM 9.

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM 9A.

 CONTROLS AND PROCEDURES

 ITEM 9B.

 OTHER INFORMATION

 ITEM 9C

 DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 ITEM 10.

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM 11.

 EXECUTIVE COMPENSATION

 ITEM 12.

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 ITEM 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM 14.

 PRINCIPAL ACCOUNTANT FEES AND SERVICES

 ITEM 15.

 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 ITEM 16.

 FORM 10-K SUMMARY

 SIGNATURES

 PRELIMINARY
NOTES

 As
used in this Annual Report on Form 10-K ("Annual Report"), references to "Texas Mineral", "the Company,"
"we," "our," "us" or "TMRC" mean Texas Mineral Resources Corp. and its predecessors,
as the context requires.

 GLOSSARY
OF TERMS

 Alteration

 Any physical or chemical
 change in a rock or mineral subsequent to its formation.

 Concession

 A grant of a tract of land made by a government
 or other controlling authority in return for stipulated services or a promise that the land will be used for a specific purpose.

 Core

 The long cylindrical piece of a rock, about
 an inch in diameter, brought to the surface by diamond drilling.

 Diamond drilling

 A drilling method in which the cutting is done
 by abrasion using diamonds embedded in a matrix rather than by percussion. The drill cuts a core of rock, which is recovered
 in long cylindrical sections.

 Drift

 A horizontal underground opening that follows
 along the length of a vein or rock formation as opposed to a cross-cut which crosses the rock formation.

 Exploration

 Work involved in searching
 for ore, usually by drilling or driving a drift.

 Exploration expenditures

 Costs incurred in identifying areas that may
 warrant examination and in examining specific areas that are considered to have prospects that may contain mineral deposit
 reserves.

 Geophysics

 Exploration techniques employing such indirect
 methods as gravity and electro-magnetism.

 GLO

 Texas General Land Office.

 Grade

 The average assay of a ton of ore, reflecting
 metal content.

 HREE

 Heavy rare earth element(s).

 Intrusive

 A body of igneous rock formed by the consolidation
 of magma intruded into other rocks, in contrast to lavas, which are extruded upon the surface.

 Lode

 A mineral deposit in solid rock.

 Mine development

 The work carried out for the purpose of opening
 up a mineral deposit and making the actual ore extraction possible.

 A naturally occurring homogeneous substance
 having definite physical properties and chemical composition, and if formed under favorable conditions, a definite crystal
 forms.

 Mineralization

 The presence of minerals in a specific area
 or geological formation.

 Mineral Reserve

 That part of a mineral deposit which could be
 economically and legally extracted or produced at the time of the reserve determination. Reserves are customarily stated in
 terms of "Ore" when dealing with metalliferous minerals.

 Ore

 The naturally occurring material from which
 a mineral or minerals of economic value can be extracted profitably or to satisfy social or political objectives. The term
 is generally but not always used to refer to metalliferous material, and is often modified by the names of the valuable constituent;
 e.g., iron ore.

 Ore body

 A continuous, well-defined mass of material
 of sufficient ore content to make extraction economically feasible.

 Ore Shoot

 A zone or area within a vein
 that contains ore of economic grade.

 PEA

 Preliminary
 economic assessment.

 Probable
 (Indicated) Reserves

 Reserves
 for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves,
 but the sites for inspection, sampling, and measurement are farther apart or are otherwise less adequately spaced. The degree
 of assurance, although lower than that for proven (measured) reserves, is high enough to assume continuity between points
 of observation.

 Prospect

 A mining
 property, the value of which has not been determined by exploration.

 Proven
 (Measured) Reserves

 Reserves
 for which (I) (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes and (b) grade
 and/or quality are computed from the results of detailed sampling and (ii) the sites for inspection, sampling and measurement
 are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves
 are well-established.

 REE

 Rare
 earth element(s).

 REO

 Rare
 earth oxide(s).

 Round
 Top, RTMD or Round Top Mountain Development

 Round
 Top Mountain Development, LLC, a Delaware limited liability company, which is the entity that owns the Round Top Project.

 Round
 Top Project

 The
 Round Top Project is owned by Round Top and includes the following that were assigned by the Company to Round Top in May 2021:

 two
 leases with the GLO, executed in September 2011 and November 2011, that each expire in 2030, to explore and develop a 950
 acre rare earths project located in Hudspeth County, Texas;

 the
 54,990 acre surface lease, known as the West Lease, that provides unrestricted surface access for the potential development
 and mining of the Round Top Project;

 an
 option to purchase from the GLO the surface rights covering approximately 5,670 acres over the mining lease and additional
 acreage adequate to the site to handle potential heap leaching and processing operations as currently anticipated at the Round
 Top Project; and

 a
 ground water lease securing the right to develop the ground-water within a 13,120-acre lease area located approximately 4
 miles from Round Top, containing five existing water wells.

 Tonne

 A metric ton which is equivalent
 to 2,200 pounds.

 Trend

 A general term for
 the direction or bearing of the outcrop of a geological feature of any dimension, such as a layer, vein, ore body, or fold.

 Unpatented mining
 claim

 A parcel of property
 located on federal lands pursuant to the General Mining Law and the requirements of the state in which the unpatented claim
 is located, the paramount title of which remains with the federal government. The holder of a valid, unpatented lode-mining
 claim is granted certain rights including the right to explore and mine such claim.

 Vein

 A mineralized zone
 having a more or less regular development in length, width, and depth, which clearly separates it from neighboring rock.

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This
Annual Report contains "forward-looking statements" (collectively, "forward-looking statements") with
respect to the Company's anticipated results and developments in the Company's operations, planned exploration and
development of its properties, plans related to its business, and other matters that may occur in the future. These statements
relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable
and assumptions of management.

 Any
statements that express or involve discussions with respect to predictions, expectations, anticipations, beliefs, plans, projections,
objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects"
or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans",
"estimates" or "intends", or stating that certain actions, events or results "may", "could",
"would", "might" or "will" be taken, occur or be achieved) are not statements of historical
fact and may be forward-looking statements. Forward-looking statements include, but are not limited to:

 the
 progress, potential and uncertainties of the rare-earth exploration plans at our Round
 Top project in Hudspeth County, Texas (the "Round Top Project" or "Round
 Top");

 timing
 for a completed feasibility study, if any, for the Round Top Project;

 the
 success of obtaining the necessary permits for future Round Top drill programs and project
 development;

 success,
 if any, of RTMD in developing the Round Top Project, including without limitation raising
 sufficient capital to fund any development;

 expectations
 regarding our ability to raise capital and to continue our exploration plans on our properties
 (either to fund our proportionate expenditures in the Round Top Project as a member of
 RTMD or otherwise);

 ability
 to complete a preliminary feasibility study for the Round Top Project;

 plans
 regarding anticipated expenditures at the Round Top Project and ability, if any, to fund
 anticipated Company expenditures;

 plans
 to enter into a joint venture arrangement with Santa Fe and our ability to fund any such
 potential exploration and development project; and

 plans
 to enter into a mining venture with Steeple Rock and our ability to fund any such potential
 exploration and development project.

 Forward-looking
statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events
or results to differ from those expressed or implied by the forward-looking statements, including, without limitation:

 risks
 of being classified as an "exploration stage" company for purposes of SEC
 Regulation S-K Item 1300;

 risks
 associated with our ability to continue as a going concern in future periods;

 risks
 associated with our history of losses and immediate need for additional financing;

 risks
 associated with our ability to raise capital on acceptable terms, if at all;

 risks
 associated with our operating history;

 risks
 associated with owning a membership interest in Round Top which may be diluted (which
 could be significant) if we are unable to fund our cash call obligations and elect to
 dilute our ownership interest in Round Top in lieu of funding our cash calls per the
 amended RTMD Operating Agreement (as of the filing date of this Annual Report, our membership
 interest is 18.715%);

 risks
 associated with our properties;

 risks
 associated with the lack of history in producing metals from the Round Top Project;

 risks
 associated with our need for additional financing to fund our cash call obligations with
 respect to Round Top, as well as the requirement in general for additional capital to
 further develop, the Round Top Project;

 risks
 associated with dilution of our Round Top membership interest due to the inability to
 fund our cash calls;

 risks
 associated with owing a minority interest in Round Top;

 risks
 associated with exploration activities not being commercially successful (as there is
 no assurance that Round Top will be commercially successful);

 risks
 associated with ownership of surface rights and other title issues with respect to the
 Round Top Project;

 risks
 related to pursuing a potential Santa Fe joint venture arrangement and ability to finance
 any such arrangement;

 risks
 related to pursuing a potential Steeple Rock mining venture and ability to finance any
 such arrangement;

 risks
 associated with increased costs affecting our financial condition;

 risks
 associated with a shortage of equipment and supplies adversely affecting the ability
 to operate properties;

 risks
 associated with mining and mineral exploration being inherently dangerous;

 risks
 associated with mineralization estimates;

 risks
 associated with changes in mineralization estimates affecting the economic viability
 of the properties;

 risks
 associated with uninsured risks;

 risks
 associated with mineral operations being subject to market forces beyond our control;

 risks
 associated with fluctuations in commodity prices;

 risks
 associated with permitting, licenses and approval processes;

 risks
 associated with the governmental and environmental regulations;

 risks
 associated with future legislation regarding the mining industry and climate change;

 risks
 associated with potential environmental lawsuits;

 risks
 associated with land reclamation requirements;

 risks
 associated with rare earth and mining in general presenting potential health risks;

 risks
 related to competition in the mining and rare earth elements industries;

 risks
 related to macroeconomic conditions, both in the United States and internationally, including
 without limitation inflation, high interest rates, tariffs and other economic measures
 implemented or that may be adopted by President Trump, and supply chain issues;

 risks
 associated with cybersecurity threats, breaches, and disruptions associated therewith;

 risks
 related to our ability to manage growth;

 risks
 related to the potential difficulty of attracting and retaining qualified personnel;

 risks
 related to our dependence on key personnel;

 risks
 related to conducting our business in order to be excluded from the definition of an
 "investment company" under the Investment Company Act of 1940;

 risks
 related to global hostilities, both in Ukraine and the Middle East;

 risks
 related to cybersecurity threats;

 risks
 related to our United States Securities and Exchange Commission (the "SEC")
 filing history; and

 risks
 related to our securities and the limited, sporadic market for our common stock, $0.01
 par value ("Common Stock").

 This
list is not exhaustive of the factors that may affect the Company's forward-looking statements. Some of the important risks
and uncertainties that could affect forward-looking statements are described further under the section headings "Risk Factors"
and "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Annual Report.
Although the Company has attempted to identify important factors that could cause actual results to differ materially from those
described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or
intended. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual
results may vary materially from those anticipated, believed, estimated or expected. The Company cautions readers not to place
undue reliance on any such forward-looking statements, which speak only as of the date made. Except as required by law, the Company
disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date
of such statements or to reflect the occurrence of anticipated or unanticipated events. We qualify all the forward-looking
statements contained in this Annual Report by the foregoing cautionary statements.

 In
light of these risks and uncertainties, many of which are described in greater detail elsewhere in this Annual Report, there can
be no assurance that the events predicted in forward-looking statements contained in the Annual Report will in fact transpire.

 An
investment in our Common Stock involves significant risks, including the risk of a loss of your entire investment. You should
carefully consider the risks and uncertainties described herein before purchasing our Common Stock. The risks set forth herein
are not the only ones facing our Company. Additional risks and uncertainties may exist and others could arise that could also
adversely affect our business, financial condition, operations and prospects. If any of the risks set forth herein actually materialize,
our business, financial condition, prospects and operations would suffer. In such event, the value of our Common Stock would decline,
and you could lose all or a substantial portion of your investment.

 SUMMARY
OF SELECTED RISKS ASSOCIATED WITH OUR BUSINESS

 Our
business faces significant risks and uncertainties. If any of the following risks are realized, our business, financial condition
and results of operations could be materially adversely affected. You should carefully review and consider the full discussion
of our risks factors in the section entitled "Rick Factors" in Part I, Item 1A of this Annual Report. Some of the
more significant risks include the following:

 Failure
 to fund cash calls;

 matters that require unanimous management committee approval will not be applicable if
 the Company's membership interest falls below 15% in Round Top;

 We
 have relied on an exclusion from the definition of "investment company" in
 order to avoid being subject to the Investment Company Act of 1940; to the extent the
 nature of our business changes in the future or our reliance on the exclusion is misplaced,
 we may become subject to the requirements of the Investment Company Act of 1940; which
 would limit our business operations and require us to spend significant resources in
 order to comply with such Act;

 Our
 financial statements have been prepared assuming that the Company will continue as a
 going concern;

 We
 have a history of losses and will require immediate additional financing to fund operations;
 failure to obtain immediate additional financing could have a material adverse effect
 on our financial condition and results of operation and could cast uncertainty on our
 ability to continue as a going concern in future periods;

 We
 have a limited operating history on which to base an evaluation of our business and properties;

 The
 Round Top Project is in the exploration stage and there is no assurance that Round Top
 can establish the existence of any mineral reserve from the Round Top Project in commercially
 exploitable quantities; until then, we cannot earn any revenues from the Round Top Project,
 and our business could fail;

 There
 is no history of producing metals from the Round Top Project;

 If
 Round Top establishes the existence of a mineral reserve in the Round Top Project in
 a commercially exploitable quantity, of which there can be no assurance, we will require
 additional capital in order to maintain our current membership interest in Round Top
 and fund our proportionate costs to develop the property into a producing mine; if we
 cannot raise this additional capital, our membership interest in RTMD will be diluted,
 our membership interest will lose value, and our Company could fail;

 Our
 exploration activities may not be commercially successful;

 Increased
 costs could affect our financial condition;

 Macroeconomic
 conditions, domestic and global political turbulence could have a materially adverse
 impact on our business, financial condition, or results of operations;

 No
 assurance that the Company will enter into any agreement with respect to the Alhambra
 project owned by Santa Fe or that this project will proceed;

 No
 assurance that the Steeple Rock non-binding letter of intent will result in a definitive
 agreement or result in materialization of a possible mining venture;

 Licensing
 and permitting of mining operations in the State of New Mexico is difficult and could
 have a material effect on the length of time and cost of securing the required permits;

 A
 shortage of equipment and supplies could adversely affect our ability to operate our
 business;

 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;

 The
 figures for our mineralization are estimates based on interpretation and assumptions
 and may yield less mineral production under actual conditions than is currently estimated;

 The
 Round Top operations may contain significant uninsured risks which could negatively impact
 future profitability;

 operations are subject to market forces outside of our control which could negatively
 impact us;

 We
 may be adversely affected by fluctuations in demand for, and prices of, rare earth minerals
 and products;

 Permitting,
 licensing and approval processes are required for the operations at the Round Top Project
 and obtaining and maintaining required permits and licenses is subject to conditions
 which may be unable to be achieved;

 Round
 Top is subject to significant governmental regulations, which affect its operations and
 costs of conducting its business;

 Regulations
 and pending legislation governing issues involving climate change could result in increased
 operating costs, which could have a material adverse effect on Round Top as well as any
 other business in which we engage;

 Round
 Top's exploration and development activities are subject to environmental risks,
 which could expose Round Top to significant liability and delay, suspension or termination
 of our operations;

 Round
 Top could be subject to environmental lawsuits;

 Land
 reclamation requirements for the Round Top Project may be burdensome and expensive;

 presents potential health risks; payment of any liabilities that arise from these health
 risks may adversely impact Round Top;

 There
 may be challenges to the title of the Round Top Project or any other mineral properties
 that we may acquire;

 Increased
 competition could adversely affect our ability to attract necessary capital funding or
 acquire suitable producing properties or prospects for mineral exploration in the future;

 Round
 Top competes with larger, better capitalized competitors in the mining industry;

 Current
 economic conditions and capital markets are subject to fluctuations which could adversely
 affect our ability to access the capital markets, and thus adversely affect our business
 and liquidity;

 Our
 resources may not be sufficient to manage our existing business as well as any growth;
 failure to properly manage our existing business will be detrimental;

 We
 may experience difficulty attracting and retaining qualified management to meet our current
 business needs and/or any growth needs, and the failure to manage any growth effectively
 could have a material adverse effect on our business and financial condition;

 Our
 operations are dependent upon key personnel, the loss of which would be detrimental to
 our business;

 We
 have a history of losses and fluctuating operating results that raises doubt about our
 ability to continue as a going concern;

 Our
 stock price is highly volatile;

 The
 market for our Common Stock is limited, sporadic and volatile. Any failure to develop
 or maintain an active trading market could negatively affect the value of our shares
 and make it difficult or impossible for you to sell your shares;

 The
 sale of substantial shares of our Common Stock or the issuance of shares upon exercise
 of our common stock equivalents will cause immediate and substantial dilution to our
 existing stockholders and may depress the market price of our Common Stock;

 A
 low market price may severely limit the potential market for our Common Stock;

 We
 do not currently intend to pay cash dividends;

 Control
 by current stockholders;

 There
 is not now, and there may never be, an active market for our Common Stock; and

 We
 may issue shares of preferred stock.

 PART
I

 ITEM
1. BUSINESS

 Narrative
Description of Business

 We
are a mining company engaged in the business of owning, acquiring, exploring and developing mineral properties. Currently we own
an 18.715% membership interest in Round Top, which entity holds two mineral property leases with the GLO to explore and develop
a 950-acre rare earths project located in Hudspeth County, Texas, known as the Round Top Project. The leases expire in 2030 with
provisions for automatic renewal if Round Top is producing in paying quantities (the receipt from the sale of materials exceeds
all costs and expenses associated therewith for the prior 12 months). Round Top also holds prospecting permits covering 9,345
acres adjacent to the Round Top Project and other related assets. The strategy with Round Top is to develop a metallurgical process
to concentrate or otherwise extract the metals from the Round Top Project's rhyolite, conduct additional engineering, design,
geotechnical work, and permitting necessary for a bankable feasibility study and then to extract mineral resources from the Round
Top Project. The Round Top Project has not established as of the date hereof that any of the properties contain any probable mineral
reserves or proven mineral reserves under Item 1300 of Regulation S-K.

 Rare
earth elements are a group of chemically similar elements that usually are found together in nature – they are referred
to as the "lanthanide series." These individual elements have a variety of characteristics that are critical in a
wide range of technologies, products, and applications and are critical inputs in existing and emerging applications. Without
these elements, multiple high-tech technologies would not be possible. These technologies include:

 cell
 phones;

 computer
 and television screens;

 battery
 operated vehicles;

 clean
 energy technologies, such as hybrid and electric vehicles and wind power turbines;

 fiber
 optics, lasers and hard disk drives;

 numerous
 defense applications, such as guidance and control systems and global positioning systems;
 and

 advanced
 water treatment technology for use in industrial, military and outdoor recreation applications.

 Because
of these applications, global demand for REE is projected to steadily increase due to continuing growth in existing applications
and increased innovation and development of new end uses. Interest in developing resources domestically has become a strategic
necessity as there is limited production of these elements outside of China. Our ability to raise additional funds to continue
to fund our participation interest in the Round Top Project may be impacted by, among other factors, future prices for REEs.

 As
a part of our ongoing operations, we will occasionally investigate potential new mining opportunities. We may also incur expenses
associated with our investigations. These costs are expensed as incurred until such time when we have agreements in place to purchase
any such mining rights.

 Operations
Update

 USA
Rare Earth, LLC ("USARE"), the operating manager of the Round Top project, continues to progress the Round Top Project
toward operations. Over the last three years, Round Top achieved several milestones including: (i) favorable breaker trials with
the goal to increase mine throughput; (ii) favorable CIX separation trials for rare earth elements indicating that the CIX technology
employed can extract commercial quality rare earths from the Round Top Project ore; and (iii) favorable membrane concentration
trials. The USARE Round Top team continues to pursue its plan to determine an efficient means of managing alumina content, to
add gallium to its output and to maximize the value of the lithium content.

 History
of the Round Top Project

 In
2011, the Company entered into two leases with the GLO to explore and develop the Round Top Project, which leases were transferred
to Round Top in 2021.

 In
March 2013, we purchased the 54,990 acre surface lease covering the Round Top Project, known as the West Lease, from the
Southwest Wildlife and Range Foundation ("Foundation") for $500,000 and the issuance of 1,063,830 shares of our
Common Stock and agreed to support the Foundation through an annual payment of $45,000 for ten years to support conservation
efforts within the Rio Grande Basin. The West Lease provides exclusive surface access to the area for the potential
development and mining of the Round Top Project. We transferred the West lease to Round Top in 2021.

 In
October 2014, we executed agreements with the GLO securing the option to purchase the surface rights covering the Round Top Project
mine and plant areas and, separately, a groundwater lease. The option to purchase the surface rights covers approximately 5,670
acres over the mining lease and we believe that the additional acreage should be adequate to site all potential heap leaching
and processing operations as currently anticipated by Round Top. The option may be exercised for all or part of the option acreage
at any time during the primary term of the mineral lease as defined above. The "primary term" of the GLO mineral leases
and the option is through August 2030. The option can be kept current by an annual payment of $10,000. The purchase price will
be the appraised value of the surface at the time of exercising the option. The ground water lease secures the right to develop
the ground water within a 13,120-acre lease area located approximately 4 miles from the Round Top Project. This lease has an annual
minimum production payment of $5,000 prior to production of water for the operation. After initiation of production payments of
$0.95 per thousand gallons or $ 20,000 annually, whichever is greater, is required. This lease remains effective as long as the
mineral lease is in effect. We transferred the option to purchase the surface rights and water lease to Round Top in 2021.

 Cautionary
Note

 Cautionary
Note to Investors: The PEA dated August 16, 2019 was prepared in accordance with Canadian National Instrument 43-101
— Standards of Disclosure for Mineral Projects ("NI 43-101") and the Canadian Institute of Mining,
Metallurgy and Petroleum (the "CIM") — CIM Definition Standards on Mineral Resources and Mineral
Reserves, adopted by the CIM Council, as amended. The Company voluntarily had the PEA prepared in accordance with NI
43-101 but the Company is not subject to regulation by Canadian regulatory authorities and no Canadian regulatory authority
has reviewed the PEA or passed upon its accuracy or compliance with NI 43-101. The terms "mineral reserve",
"proven mineral reserve" and "probable mineral reserve" are Canadian mining terms as defined in
accordance with NI 43-101. These definitions differ from the definitions in Item 1300 of Regulation S-K under the United
States Securities Act of 1933, as amended (the "Securities Act"). Under Item 1300 of Regulation S-K standards, a
"final" or "bankable" feasibility study is required to report reserves, the three-year historical
average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or
report must be filed with the appropriate governmental authority. In addition, the terms "mineral resource",
"measured mineral resource", "indicated mineral resource" and "inferred mineral resource"
while defined in NI 43-101 and Item 1300 of Regulation S-K are normally not permitted to be used in reports and registration
statements filed with the SEC. Investors are cautioned not to assume that all or any part of mineral deposits in these
categories will ever be converted into reserves. "Inferred mineral resources" have a great amount of
uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed
that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules,
estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare
cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically
or legally mineable. Disclosure of "contained ounces" in a resource is permitted disclosure under Canadian
regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute
"reserves" by Item 1300 of Regulation S-K standards as in place tonnage and grade without reference to unit
measures. Accordingly, information in the PEA contains descriptions of our mineral deposits that may not be comparable to
similar information made public by United States companies subject to the reporting and disclosure requirements under the
United States federal securities laws and the rules and regulations thereunder. The Round Top Project as described in the PEA
currently does not contain any known proven or probable mineral reserves under Item 1300 of Regulation S-K reporting
standards. U.S. investors are urged to consider closely the disclosure in the Registrant's latest reports filed with
the SEC. U.S. Investors are cautioned not to assume that any defined resources in these categories will ever be converted
into Item 1300 of Regulation S-K compliant reserves.

 USA
Rare Earth Agreement

 In
August 2018, the Company and Morzev Pty. Ltd. ("Morzev") entered into an agreement (the "2018 Option Agreement")
whereby Morzev was granted the exclusive right to earn and acquire a 70% interest in the Round Top Project by financing $10 million
of expenditures in connection with the Round Top Project, increasable to an 80% interest, for an additional $3 million payment
to the Company. Morzev began engaging in business as USA Rare Earth and in May 2019 notified the Company that it was nominating
USA Rare Earth, LLC ("USARE") as the optionee under the terms of the 2018 Option Agreement. In August 2019, the Company
and USARE entered into an amended and restated option agreement as further amended on June 29, 2020 (the "2019 Option Agreement"
and collectively with the 2018 Option Agreement, the "Option Agreement"), whereby the Company restated its agreement
to grant USARE the exclusive right to earn and acquire a 70% interest, increasable to an 80% interest, in the Round Top Project.

 In
May 2021, and in accordance with the terms of the Option Agreement, the Company and USARE entered into a contribution agreement
("Contribution Agreement") whereby the Company and USARE contributed assets to Round Top, at the time a wholly-owned
subsidiary of the Company, in exchange for their initial ownership interests in Round Top, of which the Company initially owned
a membership interest equating to 20% of Round Top and USARE initially owned a membership interest equating to 80% of Round Top.
Concurrently therewith, the Company and USARE as the two members entered into a limited liability company agreement ("Operating
Agreement") governing the operations of Round Top which contains customary and industry standard terms as contemplated by
the Option Agreement. USARE serves as manager of Round Top.

 Upon
entry into the Contribution Agreement, the Company assigned the following contracts and assets to Round Top in exchange for its
initial 20% membership interest in Round Top:

 the
 assignment and assumption agreement with respect to the mineral leases from the Company
 to Round Top;

 the
 assignment and assumption agreement with respect to the surface lease from the Company
 to Round Top;

 the
 assignment and assumption agreement with respect to the surface purchase option from
 the Company to Round Top;

 the
 assignment and assumption agreement with respect to the water lease from the Company
 to Round Top; and

 the
 bill of sale and assignment agreement of existing data and other relevant contracts and
 permits with respect to Round Top owned by the Company.

 Upon
entry into the Contribution Agreement, USARE assigned the following assets to Round Top (or the Company, as applicable) for its
initial 80% membership interest in Round Top:

 cash
 to Round Top to continue to fund Round Top operations in the amount of approximately
 $3,761,750 comprising the balance of the $10 million required expenditure to earn a 70%
 interest in Round Top;

 cash
 in the amount of $3 million to the Company upon exercise of the USARE option to acquire
 from the Company an additional 10% interest in Round Top, resulting in the aggregate
 ownership interest of 80% in Round Top;

 bill
 of sale and assignment agreement of the Pilot Plant and other relevant contracts and
 permits to Round Top; and

 bill
 of sale and assignment agreement of existing data and intellectual property owned by
 USARE to Round Top.

 In
June 2023, the Company, USARE and the manager amended and restated the Operating Agreement and the following material amendments
to the Operating Agreement were adopted:

 Cash
Calls.

 On
the basis of the adopted program and budget (sometimes referred to as the "Budget") then in effect, the manager will
submit to each member monthly cash calls at least 10 days before the last day of each month, and within 10 days of receipt, (a)
USARE will pay to RTMD, as an additional capital contribution, its proportionate share of the estimated cash requirements based
on its interest and (b) the Company will either (i) pay to RTMD, as an additional capital contribution, its proportionate share
of the estimated cash requirements based on its interest, or (ii) deliver to RTMD a written notice indicating what amount, if
any, of the applicable estimated cash requirements that the Company will contribute (the "Notice of Non-Contribution").
Failure by the Company to deliver payment of its proportionate share of the estimated cash requirements, as an additional capital
contribution, or to deliver a Notice of Non-Contribution within the 10 day period shall automatically be considered a "Deemed
Non-Contribution" and shall have the same effect as if the Company provided a timely Notice of Non-Contribution with respect
to non-contribution of its entire proportionate share of the applicable cash call.

 Remedies
for Failure to Meet Cash Calls

 Non-Contribution.
Capital contributions only will be made to fund programs and budgets. If the Company does not contribute all or any portion of
any additional capital contribution that it is required to contribute pursuant to a Notice of Non-Contribution or a Deemed Non-Contribution
(such unfunded amount shall be deemed the "Shortfall Amount"), then USARE shall fund the entire Shortfall Amount within
5 business days after the Notice of Non-Contribution or Deemed Non-Contribution.

 Dilution.
Upon the contribution of the Shortfall Amount by USARE, the interests of the members will be recalculated based on the adjustment
provision set forth below in the sub-heading "– Adjustment of Interests".

 Maximum
Dilution. The dilution of the Company shall not fall below a 3% interest in RTMD (the "Minimum Percentage Interest").
Upon the contribution by USARE of a Shortfall Amount which otherwise would result in a dilution of the Company below the Minimum
Percentage Interest, USARE will receive a priority distribution of available cash, in addition to a distribution of available
cash to which USARE otherwise is entitled to receive as a result of its proportionate additional capital contribution pursuant
to the applicable cash call request, up to the Shortfall Amount that would have resulted in the Company's interest being
further diluted but for the Minimum Percentage Interest (the "Priority Distribution"). The Priority Distribution will
continue until USARE has been reimbursed for its contribution of the Shortfall Amount that would have resulted in the Company
having an interest below the Minimum Percentage Interest, after which time the members shall receive distributions of available
cash pro rata in proportion to their respective interests.

 Adjustment
of Interests.

 If
USARE contributes the Shortfall Amount, then the then current interest of the Company will be reduced (subject to the Minimum
Percentage Interest), effective as of each cash call under an additional capital contribution for the applicable program and budget,
by a fraction, expressed as a percentage:

 the
 numerator of which equals the Shortfall Amount actually funded by USARE; and

 the
 denominator of which equals the market capitalization of the Company.

 In
October 2025, Round Top sent a cash call notice for the November 2025 Round Top cash call in the aggregate amount of
$903,978, of which $734,429 was contributed by USARE and $169,549 was to be contributed by the Company but the Company
elected to incur dilution rather than to fund its portion. The dilution to the Company's membership interest in Round
Top with respect to the November 2025 Round Top cash call notice was calculated as follows: (A) the USARE ownership interest
in Round Top at September 30, 2025 was 81.260% and the Company's ownership interest in Round Top at September 30, 2025
was 18.740%; (B) the Company provided a Notice of Non-Contribution in October 2025 stating that it will not contribute the
$169,549 which then became the Shortfall Amount; (C) USARE contributed its $734,429 plus the Shortfall Amount; (D) the
Company as of the date of the Notice of Non-Contribution had a market capitalization of $126,783,791; and (E) as the
Shortfall Amount equaled 0.134% of the Company's market capitalization, the Company's percentage Interest in
Round Top was reduced to 18.715%.

 Distributions

 Cash
in excess of authorized reserves will be distributed to the members pro-rata in proportion to their respective interests on a
periodic basis as determined by the management committee. RTMD will be required to make tax distributions to each member. Once
USARE has been paid the Priority Distribution, if applicable, all distributions made in connection with the sale or exchange of
all or substantially all of RTMD's assets and all distributions made in connection with the liquidation of RTMD will be
made to the members pro-rata in accordance with their respective interests.

 Other
material terms of the Operating Agreement that remain unchanged are as follows:

 Management.

 A
management committee will make the major decisions of RTMD, such as approval of the respective program and budget, and the manager
will implement such decisions. The management committee consists of three representatives of the members, with two being appointed
by USARE and one by the Company which is Dan Gorski. The representatives vote the ownership percentage interests of their appointing
member.

Committee Meetings.

 Meetings
will be held every three months unless otherwise agreed. For matters before the management committee that require a vote, voting
is by simple majority except for certain "major decisions" that require a unanimous vote. So long as the Company maintains
a 15% or greater ownership interest, the nine decisions identified in the bullet points below require unanimous approval. If the
Company's ownership interest falls below 15%, the number of unanimous decisions is reduced to five (being the first five
bullet points below). If the Company is acquired by a REE mining company or sells its ownership interest to a REE mining company,
in each case who elects a majority of the Company's board, this unanimous approval requirement can be suspended by USARE,
at its option. The major decisions requiring unanimous approval, as set forth above, are:

 approval
 of an amendment to any program and budget that causes the program and budget to increase
 by 15% or more, except for emergencies;

 other
 than purchase money security interests or other security interests in RTMD equipment
 to finance the acquisition or lease of RTMD equipment used in operations, the consummation
 of a project financing or the incurrence by RTMD of any indebtedness for borrowed money
 that requires the guarantee by any member of any obligations of RTMD;

 substitution
 of a member under certain circumstances and dissolution of RTMD;

 the
 issuance of an ownership interest or other equity interest in RTMD, or the admission
 of any person as a new member of RTMD, other than in connection with the exercise of
 a right of first offer by a member;

 the
 redemption of all or any portion of an ownership interest, except for limited circumstances
 provided for in the Operating Agreement;

 a
 decision to grant authorization for RTMD to file a petition for relief under any chapter
 of the United States Bankruptcy Code, to consent to such relief in any involuntary petition
 filed against RTMD by any third party, or to admit in writing any insolvency of RTMD
 or inability to pay its debts as they become due, or to consent to any receivership of
 RTMD;

 acquisition
 or disposition of significant mineral rights, other real property or water rights outside
 of the area of interest as set forth in the Operating Agreement or outside of the ordinary
 course of business;

 the
 merger of RTMD into or with any other entity; and

 the
 sale of all or substantially all of RTMD's assets.

 Manager.

 The
manager will manage, direct and control operations in accordance with program and budget, will prepare and present to the management
committee a proposed program and budget, and will generally oversee and implement all of the day to day activities of RTMD. The
manager will conduct necessary equipment and materials procurement and property and equipment maintenance activities, with all
operations to be conducted in accordance with adopted program and budget.

 Permitted
Transfers.

transfers are permitted under the Operating Agreement, including transfers to affiliates or through certain mergers or other forms
of business reorganization. A member may also encumber its ownership interest provided that if the ownership interest is foreclosed
upon, the other member has a pre-emptive right to acquire such ownership interest at the foreclosure sale. If the transfer is
a "permitted transfer," the transferee is automatically admitted as a member; otherwise unless the other member
agrees, the transferee is only an economic interest holder with no voting or other rights held by a member.

 Right
of First Offer.

 If
a member desires to transfer all or a portion of its ownership interest to a third party (other than a permitted transfer), it
may do that without the consent of the other member so long as it gives the other member the first right to purchase its ownership
interest on the same terms. If the other member does not elect to purchase the ownership interest on such terms, the member may
sell its ownership interest on such terms and the transfer will be a permitted transfer.

 Drag-Along
Right.

 If
USARE accepts a bona fide offer to purchase its entire ownership interest and all other rights under the Operating Agreement from
an unrelated third party, the Company will then be obligated to sell its entire ownership interest and all other rights under
the Operating Agreement to the unrelated third party on the same terms and conditions as are accepted by USARE.

 Current
Ownership in Round Top.

 Pursuant
to the Operating Agreement, USARE initially owned membership interests equating to 80% of Round Top and the Company
initially owned membership interests equating to 20% of Round Top. These ownership interests have been and will be adjusted
further under a variety of circumstances, including a decision by us not to fund in cash our portion of a Budget. Currently,
USARE and the Company are obligated, subject to an election by the Company not to fund in cash its portion of a Round Top
cash call and in lieu thereof to incur dilution to its membership interests, to fund further expenditures in proportion to
their respective ownership interests. We did not fund any of our $631,042 cash call requirements during the fiscal year ended
August 31, 2025 (total cash call for Round Top was $3,304,829) which resulted in the dilution of our Round Top membership
interest to 18.779% at August 31, 2025. Subsequent thereto, we received cash calls for September, October and November 2025
which resulted in the dilution of our Round Top membership to our current ownership of 18.715%. We have not been advised by
USARE with respect to any preliminary estimate of the Round Top budget ("Round Top Budget") for the fiscal year
ending August 31, 2026. Last year we were not advised as to any Round Top Budget. In the prior year, we were advised that the
estimated budget for the fiscal year ended August 31, 2024 was anticipated to be between $15 million to $20 million, with the
Company's portion estimated to be between $3 million to $4 million. During the fiscal year ended August 31, 2024, the
total expenditure on the Round Top Project by USARE (as we elected not to fund our portion, have USARE fund our portion, and
in lieu thereof to incur dilution) was $4,200,996 (of which $898,740 was our portion funded by USARE when we elected to incur
dilution rather than fund). It is possible that the Round Top Budget for the current fiscal year ending August 31, 2026 will
exceed prior year cash calls, and it should be expected that in future periods the Round Top Budget will be higher. The
Company likely will decide to incur dilution to its then current membership interest in lieu of funding in cash its Round Top
Budget obligations during this fiscal year, as it currently does not have sufficient capital to fund any cash calls during
this current fiscal year (and only has sufficient cash to fund estimated general and administrative expenses and related
costs through August 2026); consequently our ownership interest in the Round Top Project will likely be further diluted
during this current fiscal year. We will be required to raise additional capital to fund future cash calls from Round
Top (unless we elect in lieu of making cash contributions to dilute our membership interest percentage, which dilution
could be significant), and there can be no assurance that we will be able to raise the necessary capital to fund future Round
Top cash calls (or to fund estimated general and administrative expenses subsequent to August 2026). We estimate that our
current cash is sufficient to fund estimated general and administrative expenses and related costs through August 2026. See
"Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and
Capital Resources."

 Operations
of the Round Top Project

the fiscal year ended August 31, 2025, the total cash calls by Round Top, and expenditures in Round Top, was $ 3,304,829 used
primarily to optimize the leaching and developing of the CIX/CIC processing of the Round Top Project. It is unclear what the preliminary
estimate of the Round Top budget will be for the fiscal year ending August 31, 2026. Initial process design work will be carried
out at USARE's facility in Wheat Ridge, Colorado. Pending completion of the initial process development, this facility will
either be relocated to or replicated at USARE's Oklahoma facility where a pilot plant is expected to be established. It
is estimated that the Round Top Project will require additional time and further expenditure to complete a bankable feasibility
study. The Company lacks sufficient capital to fund any cash calls during the current fiscal year or thereafter and we expect
to incur dilution to our then current membership interest in lieu of funding our Round Top cash calls during 2026.

 Potential
Santa Fe Gold Corporation/Alhambra Project

 In
November 2021, the Company entered into a mineral exploration and option agreement with Santa Fe Gold Corporation ("Santa
Fe"), which agreement was amended in May 2024. Under the option agreement, the Company has the right to pursue a joint venture
arrangement with Santa Fe to jointly explore and develop one or more target silver properties to be selected by the Company among
patented and unpatented mining claims held by Santa Fe within the project area located in the Black Hawk Mining District in Grant
County, New Mexico. Completion of a joint venture agreement, if any, is subject to the successful outcome of a multi-phase exploration
plan leading to a bankable feasibility study planned to be undertaken in the near future by the Company. Under the contemplated
terms of the proposed joint venture agreement, the Company would be project operator and initially own 50.5% of the joint venture
while Santa Fe would initially own 49.5%. Additional terms of the joint venture are to be negotiated between the Company and Santa
Fe in the future. There can be no assurance that the Company and Santa Fe will enter into a formal joint venture agreement, that
there will be a successful outcome to any multi-phase exploration plan, that we will have the financial resources to fund exploration
activities in the future, that any bankable feasibility study will be completed, or that this project will be commercialized.

 Under
the terms of the option agreement, the Company plans to conduct a district-wide evaluation among the patented and unpatented claims
held by Santa Fe, as well as the area of interest, consisting of geologic mapping, sampling, trenching, radiometric surveying,
geophysics, drilling and/or other methods as warranted. Based on the district-wide evaluation, the Company would designate a "project
area or areas," the size or sizes of which will be decided at the time, and commence development work. The property covered
in the option agreement is approximately 1,600 acres and covers approximately 75% of the Black Hawk Mining District. The area
to be studied also includes a two-mile radius "area of interest." The term of the option is for so long as the Company
continues to conduct exploration activities in the Project Area (although there can be no assurance that the Company will continue
to conduct exploration activities in any future period, due to lack of financial resources or otherwise) and can be exercised
on 60 days' notice to Santa Fe. During the term of the option and subject to limited exceptions, Santa Fe has agreed not
to transfer any portion of its patented and unpatented mining claims within the Black Hawk Mining District without granting the
Company the right of first refusal. In October 2024, a Minimum Impact Exploration Permit, No. GR094EM, was issued by the New Mexico
Mining and Minerals Division related to the project area.

 The
Black Hawk district and the Alhambra mine, in particular, are historically known for the occurrence of native silver lenses, randomly
distributed in narrow carbonate veins. The "ore shoots" are small, ranging from ten feet to seventy feet along the
vertical axis and five to fifty feet along the horizontal axis. We believe that the excessive cost of locating and mining these
small "ore shoots" has been the principal reason for the inability to sustain a mining operation in this district.

 Because
of the high native silver content of ore historically mined in the district, we have considered the use of geophysics to locate
these small lenses and pods, with the goal to make potential development and mining feasible. We have worked with a geophysical
service provider and consultants, and have completed four phases of electromagnetic surveying in the immediate area of the Alhambra
mine. The method producing the most meaningful geological data is a method called NANOTEM by its developer, Zonge International.
This technique was developed to locate small electrically conducting objects such as pipes, underground tanks and unexploded ordinance.
Working with consultants and with Zonge International this technique was modified and applied to the immediate area of the Alhambra
mine. Results are encouraging and plans have been made to conduct a diamond drilling campaign to test the electrically conductive
anomalies detected to date. This drilling is sited to test these "anomalies" within the geologically favorable area
along the vein immediately to the north of the Alhambra mine workings.

April and May 2025, 20 diamond drill holes aggregating 2751 feet were drilled at the historic Alhambra mine; eight drill
holes were directed to test electro-magnetic anomalies separate from the Alhambra vein itself; three were multi-targeted to
test electro-magnetic features and also to intersect the Alhambra vein; eight were drilled to intersect the Alhambra vein in
the upper workings; and one was abandoned. Planning of the next phase of exploration is ongoing and while there can be
no assurance that further exploration will continue, such continuation will be guided by analysis of the drill core.

 Potential
Steeple Rock Project

 The
Company entered into a non-binding letter of intent with Steeple Rock Holding Company, LLC ("Steeple Rock") to explore
the possibility of entering into a mining venture involving (i) four mines, being the Billali mine, the Jim Crow mine, the inactive
Imperial mine, and the Carlisle mine, all located on patented mining claims in Grant County, New Mexico, and (ii) certain related
assets including a 150 tons per day, unassembled flotation mill located in Duncan, Arizona. New Mexico Minimum Impact Mining permits
are in effect for the Billali mine, which also holds a valid Federal Discharge Permit, and the Jim Crow and adjacent Imperial
mine which are operated under a common permit. The millsite holds a valid operating permit issued by the State of Arizona. The
Carlisle mine is currently unpermitted.

 The
initial anticipated capital required for the potential project, in an amount to be determined and agreed upon by the parties,
is expected to be used for the initiation of mining and milling operations. There can be no assurance that entry into the non-binding
letter of intent will result in a definitive agreement or, if a definitive agreement is reached, the potential project will proceed
on the preliminary and general terms described above or at all. Legal, regulatory, business and financial diligence, along with
the procurement of necessary capital to proceed with this potential project in an amount to be determined (of which there can
be no assurance the necessary capital can be procured to proceed with this potential project), will need to be satisfactorily
completed by the parties, as well as other customary conditions and approvals. No exploration costs were incurred with respect
to this potential project in the fiscal year ended August 31, 2025.

 We
may acquire up to a 50.1% interest in this potential project by contribution of the Carlisle mine and by raising the initial capital
needed, in an amount to be determined, to assemble the mill and commence development and production.

 Trends
– Markets

 Rare
earth elements, or REEs, are a group of chemically similar elements that usually are found together in nature – they are
referred to as the "lanthanide series." These individual elements have a variety of characteristics that are important
in a wide range of technologies, products, and applications and are critical inputs in existing and emerging applications including:
computer hard drives, cell phones, clean energy technologies, such as hybrid and electric vehicles and wind power turbines; multiple
high-tech uses, including fiber optics, lasers and hard disk drives; numerous defense applications, such as guidance and control
systems and global positioning systems; and advanced water treatment technology for use in industrial, military and outdoor recreation
applications. As a result, global demand for REE is projected to steadily increase due to continuing growth in existing applications
and increased innovation and development of new end uses. Interest in developing resources domestically has become a strategic
necessity as there is limited production of these elements outside of China. Our ability, if any, to raise additional funds in
order to fund our expected cash calls in RTMD may be impacted by future prices for REEs.

 Sources
and Availability of Raw Materials

 The
Round Top Project is currently in the exploration stage and as such Round Top does not require any significant raw materials in
order to carry out its primary operating activities. The goal of RTMD is to continue to fund the exploration and development of
the Round Top Project to determine whether it is commercially feasible, of which there can be no assurance. The raw materials
that the current operations of Round Top rely upon are gasoline and diesel fuel for the exploration vehicles and for the heavy
equipment required to build roads and conduct drilling operations. Water is expected to be provided per service contract by Eagle
Mountain Gang or through other sources.

 Seasonality

 Seasonality
in the State of Texas is not a material factor to our operations for our project.

 Competition

 The
mining industry is highly competitive. Round Top competes with numerous companies, substantially all of which have greater financial
resources available to them. Round Top is, therefore, operating at a significant disadvantage in the course of acquiring mining
properties and obtaining materials, supplies, labor, and equipment. Additionally, Round Top is and we are and will continue to
be an insignificant participant in the business of exploration and mineral property development. A large number of established
and well-financed companies are active in the mining industry and will have an advantage over RTMD and the Company if they are
competing for the same properties. Nearly all such entities have greater financial resources, technical expertise and managerial
capabilities than ourselves and, consequently, RTMD and the Company will be at a competitive disadvantage in identifying possible
mining properties and procuring the same.

 China
accounts for the vast majority of rare earth element production. While rare earth element projects exist outside of China, very
few are in actual production. Further, given the timeline for current exploration projects to come into production, if at all,
it is likely that the Chinese will be able to dominate the market for rare earth elements into the future. This gives the Chinese
a competitive advantage in controlling the supply of rare earth elements and engaging in competitive price reductions to discourage
competition. Any increase in the amount of rare earth elements exported from other nations, and increased competition, may result
in price reductions, reduced margins and loss of potential market share, any of which could materially adversely affect our operations.
As a result of these factors, RTMD and the Company may not be able to compete effectively against current and future competitors.

 Government
Approvals

 The
exploration, drilling and mining industries operate in a legal environment that requires permits to conduct virtually all operations.
Thus permits are required by local, state and federal government agencies. Local authorities, usually counties, also have control
over mining activity. The various permits address such issues as prospecting, development, production, labor standards, taxes,
occupational health and safety, toxic substances, air quality, water use, water discharge, water quality, noise, dust, wildlife
impacts, as well as other environmental and socioeconomic issues.

 Prior
to receiving the necessary permits to explore or mine, the operator must comply with all regulatory requirements imposed by all
governmental authorities having jurisdiction over the project area. Very often, in order to obtain the requisite permits, the
operator must have its land reclamation, restoration or replacement plans pre-approved. Specifically, the operator must present
its plan as to how it intends to restore or replace the affected area. Often all or any of these requirements can cause delays
or involve costly studies or alterations of the proposed activity or time frame of operations, in order to mitigate impacts. All
of these factors make it more difficult and costly to operate and have a negative and sometimes fatal impact on the viability
of the exploration or mining operation. It is possible that future changes in these laws or regulations could have a significant
impact on our business as well as RTMD's business, causing those activities to be economically reevaluated at that time.

 Effect
of Existing or Probable Government and Environmental Regulations

exploration, including mining operations are subject to governmental regulation. The Round Top operations may be affected in varying
degrees by government regulation such as restrictions on production, price controls, tax increases, expropriation of property,
environmental and pollution controls or changes in conditions under which minerals may be marketed. An excess supply of certain
minerals may exist from time to time due to lack of markets, restrictions on exports, and numerous factors beyond our control.
These factors include market fluctuations and government regulations relating to prices, taxes, royalties, allowable production
and importing and exporting minerals. The effect of these factors cannot be accurately determined. This section is intended as
a brief overview of the laws and regulations described herein and is not intended to be a comprehensive treatment of the subject
matter.

 Overview.
 Like all other mining companies doing business in the United States, Round Top is subject to a variety of federal, state and
local statutes, rules and regulations designed to protect the quality of the air and water, and threatened or endangered species,
in the vicinity of its operations. These include "permitting" or pre-operating approval requirements designed to ensure
the environmental integrity of a proposed mining facility, operating requirements designed to mitigate the effects of discharges
into the environment during exploration, mining operations, and reclamation or post-operation requirements designed to remediate
the lands affected by a mining facility once commercial mining operations have ceased.

 Federal
legislation in the United States and implementing regulations adopted and administered by the Environmental Protection Agency,
the Forest Service, the Bureau of Land Management, the Fish and Wildlife Service, the Army Corps of Engineers and other agencies—in
particular, legislation such as the federal Clean Water Act, the Clean Air Act, the National Environmental Policy Act, the Endangered
Species Act, the National Forest Management Act, the Wilderness Act, and the Comprehensive Environmental Response, Compensation
and Liability Act—have a direct bearing on domestic mining operations. These federal initiatives are often administered
and enforced through state agencies operating under parallel state statutes and regulations.

 The
Clean Water Act. The federal Clean Water Act is the principal federal environmental protection law regulating mining operations
in the United States as it pertains to water quality.

 At
the state level, water quality is regulated by the Environment Department, Water and Waste Management Division under the Water
Quality Act (state). If our exploration or any future development activities might affect a ground water aquifer, it will have
to apply for a Ground Water Discharge Permit from the Ground Water Quality Bureau in compliance with the Groundwater Regulations.
If exploration affects surface water, then compliance with the Surface Water Regulations is required.

 The
Clean Air Act. The federal Clean Air Act establishes ambient air quality standards, limits the discharges of new sources and
hazardous air pollutants and establishes a federal air quality permitting program for such discharges. Hazardous materials are
defined in the federal Clean Air Act and enabling regulations adopted under the federal Clean Air Act to include various metals.
The federal Clean Air Act also imposes limitations on the level of particulate matter generated from mining operations.

 National
Environmental Policy Act (NEPA). NEPA requires all governmental agencies to consider the impact on the human environment of
major federal actions as therein defined.

 Endangered
Species Act (ESA). The ESA requires federal agencies to ensure that any action authorized, funded or carried out by such agency
is not likely to jeopardize the continued existence of any endangered or threatened species or result in the destruction or adverse
modification of their critical habitat. In order to facilitate the conservation of imperiled species, the ESA establishes an interagency
consultation process. When a federal agency proposes an action that "may affect" a listed species, it must consult
with the United States Fish and Wildlife Service ("USFWS") and must prepare a "biological assessment"
of the effects of a major construction activity if the USFWS advises that a threatened species may be present in the area of the
activity.

 National
Forest Management Act. The National Forest Management Act, as implemented through title 36 of the Code of Federal Regulations,
provides a planning framework for lands and resource management of the National Forests. The planning framework seeks to manage
the National Forest System resources in a combination that best serves the public interest without impairment of the productivity
of the land, consistent with the Multiple Use Sustained Yield Act of 1960.

 Wilderness
Act. The Wilderness Act of 1964 created a National Wilderness Preservation System composed of federally owned areas designated
by Congress as "wilderness areas" to be preserved for future use and enjoyment.

 The
Comprehensive Environmental Response, Compensation and Liability Act (CERCLA). CERCLA imposes clean-up and reclamation responsibilities
with respect to discharges into the environment, and establishes significant criminal and civil penalties against those persons
who are primarily responsible for such discharges.

 The
Resource Conservation and Recovery Act (RCRA). RCRA was designed and implemented to regulate the disposal of solid and hazardous
wastes. It restricts solid waste disposal practices and the management, reuse or recovery of solid wastes and imposes substantial
additional requirements on the subcategory of solid wastes that are determined to be hazardous. Like the Clean Water Act, RCRA
provides for citizens' suits to enforce the provisions of the law.

 National
Historic Preservation Act. The National Historic Preservation Act was designed and implemented to protect historic and cultural
properties. Compliance with the Act is necessary where federal properties or federal actions are undertaken, such as mineral exploration
on federal land, which may impact historic or traditional cultural properties, including native or Indian cultural sites.

 In
the fiscal year ended August 31, 2025, RTMD incurred minimal costs in complying with environmental laws and regulations in relation
to its operating activities.

 Employees

 Including
our executive officers, we currently have two full-time employees. We also utilize the services of qualified consultants with
geological and mineralogical expertise as well as an individual for accounting services.

 Investment
Company Act Exclusion

 Section
3(c)(9) of the Investment Company Act of 1940, as amended ("1940 Act"), provides that a company "substantially
all of whose business consists of owning or holding oil, gas, or other mineral royalties or leases, or fractional interests therein,
or certificates of interest or participation in or investment contracts relative to such royalties, leases, or fractional interests"
is not an investment company within the meaning of the 1940 Act. The Company has determined that this exemption applies to it
giving consideration to the following four factors:

 whether
 the exempted activity constitutes "substantially all" of our business;

 The
 Company has owned mineral leases since 2010, substantially all of our business to date
 has been comprised of owning and developing the mineral leases and, after the May 2021
 "farm-down" of its 100% interest in the mineral leases, substantially all
 of our business continues to be comprised of owning and holding a certificate of interest
 and a participation in the mineral leases owned by Round Top. The Company's mineral
 assets historically, as well as the value of the certificate of interest at August 31,
 2025, have been booked at cost in accordance with accounting principles generally accepted
 in the United States of America ("GAAP"). We have an accumulated deficit
 of approximately $45.1 million at August 31, 2025 as a result of owning and developing
 the Round Top Project.

 whether
 we own or trade in the mineral leases;

 The
 Company has owned the mineral leases, which are now owned by Round Top, since 2010 and
 neither the Company nor Round Top is in the business of dealing or trading in the mineral
 leases.

 what
 qualifies as an eligible asset for purposes of the exception; and

 The
 statute specifically references mineral leases and our mineral leases were owned by the
 Company and are now owned by Round Top. In accordance with Regulation S-K Item 1300 that
 governs disclosure by registrants engaged in mining operations, the definition of mineral
 resource is "a concentration or occurrence of material of economic interest in
 or on the Earth's crust." Our rare earth elements and minerals underlying
 the mineral leases meet that definition, as well as does coal, silver, gold and other
 material mined for economic value by registrants involved in mining operations. The SEC
 staff has recognized that an excepted entity can also engage in related business activities
 such as exploring, developing, and operating the eligible assets.

 what
 qualifies as a "certificate of interest or participation in" or an "investment
 contract relative to" the eligible assets.

 The
 statute allows a Company to own a "certificate of interest" or "participation
 in" the mineral leases. The SEC staff has advised that limited partnership interests
 and/or similar securities issued by entities that themselves own the leases constitute
 "certificate of interest or participation in or investment contracts" related
 to such leases. The Company's 18.715% membership interest in Round Top constitutes
 a "certificate of interest" and a "participation in" the mineral
 leases that are owned by Round Top.

 The
Company intends to continue to conduct its business operations in order to continue to be excluded from the definition of an "investment
company" under the 1940 Act.

 Available
Information

 We
make available, free of charge, on or through our Internet website, at  our annual reports on Form 10-K, our
quarterly reports on Form 10 -Q and our current reports on Form 8-K and amendments to those reports filed or furnished pursuant
to Section 13(a) or 15(d) of the Exchange Act. Our Internet website and the information contained therein or connected thereto
are not intended to be, and are not incorporated into this Annual Report.

 ITEM
1A. RISK FACTORS

 The
following sets forth certain risks and uncertainties that could have a material adverse effect on our business, financial condition
and/or results of operations, and the trading price of our Common Stock which may decline (it has recently declined and may continue
to further decline) and investors may lose all or part of their investment. These risk factors should be considered along with
the forward-looking statements contained in this Annual Report on Form 10-K because these factors could cause our actual results
or financial condition to differ materially from those projected in forward-looking statements. Additional risks and uncertainties
that we do not presently know or that we currently deem immaterial also may impair our business operations. We cannot assure you
that we will successfully address these risks or that other unknown risks exist that may affect our business.

 Risks
Associated with Our Investment in Round Top

 Failure
to fund cash calls.

 USARE,
as manager, will issue monthly cash calls pursuant to adopted Budgets. Both parties, as members, will have 10 days after receipt
of such a billing to meet the cash call. Failure to meet a cash call results in dilution. The governing provisions of the Operating
Agreement with respect to cash calls and dilution are as follows:

 Cash
Calls.

 On
the basis of the adopted program and budget then in effect, the manager will submit to each member monthly cash calls at
least 10 days before the last day of each month, and within 10 days of receipt, (a) USARE will pay to RTMD, as an additional
capital contribution, its proportionate share of the estimated cash requirements based on its interest and (b) the Company
will either (i) pay to RTMD, as an additional capital contribution, its proportionate share of the estimated cash
requirements based on its interest, or (ii) deliver to RTMD a written notice indicating what amount, if any, of the
applicable estimated cash requirements that the Company will contribute, being the Notice of Non-Contribution. Failure by the
Company to deliver payment of its proportionate share of the estimated cash requirements, as an additional capital
contribution, or to deliver a Notice of Non-Contribution within the 10 day period shall automatically be considered a
"Deemed Non-Contribution" and shall have the same effect as if the Company provided a timely Notice of
Non-Contribution with respect to non-contribution of its entire proportionate share of the applicable cash call.

 Remedies
for Failure to Meet Cash Calls

 Non-Contribution. Capital contributions only will be made to fund programs and budgets. If the Company does not contribute all
or any portion of any additional capital contribution that it is required to contribute pursuant to a Notice of Non-Contribution
or a Deemed Non-Contribution, then USARE shall fund the entire shortfall, being the Shortfall Amount, within 5 business days after
the Notice of Non-Contribution or Deemed Non-Contribution.

 Dilution.
Upon the contribution of the Shortfall Amount by USARE, the interests of the members will be recalculated based on the adjustment
provision set forth below in the sub-heading "– Adjustment of Interests".

 Maximum
Dilution. The dilution of the Company shall not fall below a 3% interest in RTMD, being the Minimum Percentage Interest. Upon
the contribution by USARE of a Shortfall Amount which otherwise would result in a dilution of the Company below the Minimum Percentage
Interest, USARE will receive a priority distribution of available cash, in addition to a distribution of available cash to which
USARE otherwise is entitled to receive as a result of its proportionate additional capital contribution pursuant to the applicable
cash call request, up to the Shortfall Amount that would have resulted in the Company's interest being further diluted but
for the Minimum Percentage Interest, being the Priority Distribution. The Priority Distribution will continue until USARE has
been reimbursed for its contribution of the Shortfall Amount that would have resulted in the Company having an interest below
the Minimum Percentage Interest, after which time the members shall receive distributions of available cash pro rata in proportion
to their respective interests.

 Adjustment
of Interests.

 If
USARE contributes the Shortfall Amount, then the then current interest of the Company will be reduced (subject to the Minimum
Percentage Interest), effective as of each cash call under an additional capital contribution for the applicable program and budget,
by a fraction, expressed as a percentage:

 the
 numerator of which equals the Shortfall Amount actually funded by USARE; and

 the
 denominator of which equals the market capitalization of the Company.

 As
such, the failure by us to fund our cash calls will result in dilution to our membership interest in RTMD, which could be significant
over time and could ultimately reduce us to a 3% membership interest and possibly a Priority Distribution owed to USARE, as described
above. Dilution to our membership interest in RTMD will adversely affect the value of our Company and likely the value of our
Common Stock. A decrease in our market capitalization will negatively impact the dilution calculation. We currently do not have
the necessary capital to fund future cash calls and there can be no assurance that we will be able to raise additional capital
to fund cash calls. Moreover, the raising of capital by issuing shares of Common Stock will result in dilution to our then existing
common stockholders.

matters that require unanimous management committee approval will not be applicable if the Company's membership interest
falls below 15% in Round Top.

 Meetings
will be held every three months unless otherwise agreed. For matters before the management committee that require a vote, voting
is by simple majority except for certain "major decisions" that require a unanimous vote. So long as the Company maintains
a 15% or greater ownership interest, the nine decisions identified in the bullet points below require unanimous approval. If the
Company's ownership interest falls below 15%, the number of unanimous decisions is reduced to five (being the first five
bullet points below). If the Company is acquired by a REE mining company or sells its ownership interest to a REE mining company,
in each case who elects a majority of the Company's board of directors ("Board"), this unanimous approval requirement
can be suspended by USARE, at its option. The major decisions requiring unanimous approval, as set forth above, are:

 approval
 of an amendment to any Budget that causes the Budget to increase by 15% or more, except
 for emergencies;

 other
 than purchase money security interests or other security interests in Round Top equipment
 to finance the acquisition or lease of Round Top equipment used in operations, the consummation
 of a project financing or the incurrence by Round Top of any indebtedness for borrowed
 money that requires the guarantee by any member of any obligations of Round Top;

 substitution
 of a member under certain circumstances and dissolution of Round Top;

 the
 issuance of an ownership interest or other equity interest in Round Top, or the admission
 of any person as a new member of Round Top, other than in connection with the exercise
 of a right of first offer by a member;

 the
 redemption of all or any portion of an ownership interest, except for limited circumstances
 provided for in the Operating Agreement;

 a
 decision to grant authorization for Round Top to file a petition for relief under any
 chapter of the United States Bankruptcy Code, to consent to such relief in any involuntary
 petition filed against Round Top by any third party, or to admit in writing any insolvency
 of Round Top or inability to pay its debts as they become due, or to consent to any receivership
 of Round Top;

 acquisition
 or disposition of significant mineral rights, other real property or water rights outside
 of the area of interest as set forth in the Operating Agreement or outside of the ordinary
 course of business;

 the
 merger of Round Top into or with any other entity; and

 the
 sale of all or substantially all of Round Top's assets.

 Any
future dilution of our membership interest in RTMD below 15% will adversely impact our input with respect to certain RTMD corporate
actions, which could adversely affect us.

 We
have relied on an exclusion from the definition of "investment company" in order to avoid being subject to the Investment
Company Act of 1940. To the extent the nature of our business changes in the future or our reliance on the exclusion is misplaced,
we may become subject to the requirements of the 1940 Act, which would limit our business operations and require us to spend significant
resources in order to comply with the 1940 Act.

 The
1940 Act defines an "investment company," among other things, as an issuer that is engaged in the business of investing,
reinvesting, owning, holding or trading in securities and owns investment securities having a value exceeding 40 percent of the
issuer's unconsolidated assets, excluding cash items and securities issued by the federal government. However, the 1940
Act excludes from this definition any company substantially all of whose business consists of owning or holding oil, gas or other
mineral royalties or leases or fractional interests therein, or certificates of interest or participation relating to such mineral
royalties or leases. W e believe that we satisfy this mineral company exception to the definition
of "investment company. " If our reliance on the mineral company exclusion from
the definition of investment company is misplaced, we may have been in violation of the 1940 Act, the consequences of which can
be significant. For example, investment companies that fail to register under the 1940 Act are prohibited from conducting business
in interstate c ommerce, which includes selling securities or entering into other contracts
in interstate commerce. Section 47(b) of the 1940 Act provides that a contract made, or whose performance involves, a violation
of the 1940 Act is unenforceable by either party unless a court finds that enforcement would produce a more equitable result than
non-enforcement. Similarly, a court may not deny rescission to any party seeking to rescind a contract that violates the 1940
Act, unless the court finds that denial of rescission would produce a more equitable result than granting rescission. Accordingly,
for example, any investor who purchases our securities during any period in which we were required to register as investment company
may seek to rescind their subscriptions.

 If
in the future the nature of our business changes, or a regulatory agency would disagree with our analysis regarding the exclusion
from the 1940 Act, such that the mineral company exception to the threshold definition of investment company is not available
to us, we will be required to register as an investment company with the SEC. The ramifications of becoming an investment company,
both in terms of the restrictions it would have on our Company and the cost of compliance, would be significant. For example,
in addition to expenses related to initially registering as an investment company, the 1940 Act also imposes various restrictions
with regard to our ability to enter into affiliated transactions, the diversification of our assets and our ability to borrow
money. If we became subject to the 1940 Act at some point in the future, our ability to continue pursuing our business plan would
be severely limited as it would be significantly more difficult for us to raise additional capital in a manner that would comply
with the requirements of the 1940 Act. To the extent we are unable to raise additional capital, we may be forced to discontinue
our operations or sell or otherwise dispose of our mineral assets.

 Risk
Related to Our Business, Including Being an Owner of a 18.715% Membership Interest in a Mineral Project Being Operated by Round
Top

 Our
financial statements have been prepared assuming that the Company will continue as a going concern.

 Our
financial statements have been prepared assuming that the Company will continue as a going concern. The Company has an accumulated
deficit from inception through August 31, 2025, of approximately $45,110,000 and has yet to achieve profitable operations, and
projects further losses in the development of its business. At August 31, 2025, the Company had a working capital surplus of approximately
$506,000; however the Company's ability to continue as a going concern is dependent upon its ability to obtain the necessary
financing to meet its obligations and pay its liabilities arising from normal business operations when they come due.

 The
Company does not have sufficient capital to fund any cash calls expected during the fiscal year ending August 31, 2026 or thereafter.
Moreover, the Company only has sufficient cash to fund expected general and administrative expenses and related costs through
August 31, 2026. We have not been informed by Round Top of the estimated budget for the 12 months ending August 31, 2026. During
the fiscal year ended August 31, 2025, we did not fund our $631,042 portion of the $3,304,829 total cash call by Round Top, and
elected to incur dilution to our Round Top membership interest which as of August 31, 2025 was 18.779%. Subsequent thereto, we
received cash calls for September, October and November 2025 which resulted in the dilution of our Round Top membership to our
current ownership of 18.715%. The failure of the Company to make required cash calls to Round Top during the remainder of our
2026 fiscal year will result
in further dilution to our current 18.715% membership interest. We currently expect to incur continued dilution to our membership
interest in Round Top rather than to fund our cash call obligations during the fiscal year ending August 31, 2026. The Company
has sufficient cash to fund general and administrative expenses and related costs through August 31, 2026. There can be no assurance
that the Company will be able to raise the necessary capital to fund its cash calls (if it determines not to continue to incur
dilution) and expected general and administrative expenses and related costs subsequent to August 31, 2026. We have no firm commitments
for equity or debt financing and any financing that may be obtained will be on a best efforts basis. Based on these factors, there
is substantial doubt as to the Company's ability to continue as a going concern for a period of twelve months from the issuance
date of these financial statements. The failure to obtain sufficient financing may cause us to curtail, cease or discontinue operations.

 We
have a history of losses and will require additional financing to fund operations. Failure to obtain additional financing could
have a material adverse effect on our financial condition and results of operation and could cast uncertainty on our ability to
continue as a going concern in future periods.

the fiscal year ended August 31, 2025, we had no revenues. For the fiscal year ended August 31, 2025, our net loss was approximately
$1,933,000 and our accumulated deficit at August 31, 2025 was approximately $45,110,000. At August 31, 2025, our cash position
was approximately $ 590,000 and our working capital surplus was approximately $506,000. Round Top has not commenced commercial
production on any of its mineral properties, and there can be no assurance that the Round Top Project will ever commence commercial
production.

the fiscal year ending August 31, 2026, it is likely that USARE will be required to fund our portion of the current Round Top
Budget to optimize the leaching and developing of the CIX/CIC processing of the Round Top Project, based on our current cash position
(which will result in dilution to our membership interest in RTMD). Initial process design work will be carried out at USARE's
facility in Wheat Ridge, Colorado. Pending completion of the initial process development, it is expected that this facility will
either be relocated to or replicated at USARE's Oklahoma facility where a pilot plant is expected to be established. It
is estimated that the Round Top Project will require additional time and further expenditure to complete a bankable feasibility
study, if at all.

 The
Company will likely continue to elect to incur dilution to its Round Top membership interest in lieu of providing cash payments
to fund its portion of the Round Top Budget, as we don't have sufficient capital to fund any cash calls during the fiscal
year ending August 31, 2026 or thereafter. We lack sufficient capital to fund general and administrative expenses subsequent to
August 2026, as our current capital resources only cover expected general and administrative expenditures through August 31, 2026.
There can be no assurance that we will be able to raise additional capital to fund our operations subsequent to August 2026 (or
earlier if necessary). The failure to fund our portion of the Round Top Budget during this current fiscal year and/or thereafter
will result in the continued dilution of our membership interest in Round Top (currently 18.715%, which dilution during this current
fiscal year and/or thereafter could be significant), and the failure to fund general and administrative expenses subsequent to
August 31, 2026 would likely cause us to curtail or cease our operations. The most likely source of future financing presently
available to us is through the sale of our securities, of which there is no assurance that we will be able to raise additional
capital on reasonable terms, if at all. Any sale of our shares of Common Stock to raise capital will result in dilution of equity
ownership to existing stockholders. This means that if we sell shares of Common Stock, more shares will be outstanding and each
existing stockholder will own a smaller percentage of the shares then outstanding. Additionally, the actual or perceived sale
of additional shares of Common Stock could have the effect of decreasing our stock price, which would further exacerbate dilution
to our existing shareholders (as well as negatively impacting the dilution calculation of our membership interest in Round Top).
Alternatively, we may rely on debt financing and assume debt obligations that require us to make substantial interest and principal
payments. Also, we may issue or grant warrants or options in the future pursuant to which additional shares of Common Stock may
be issued. Exercise of such warrants or options will result in dilution of equity ownership to our existing stockholders. We have
no firm commitments with respect to obtaining equity or debt financing and, accordingly, we will be reliant upon a best efforts
financing strategy. The failure to obtain sufficient financing in this current fiscal year (or subsequent thereto) will result
in the continued dilution of our membership interest in RTMD (which could be significant) and will likely cause us to curtail
or discontinue operations if we are unable to fund general and administrative expenses after August 2026.

 We
have a limited operating history on which to base an evaluation of our business and properties.

 Any
investment in the Company should be considered a high-risk investment because investors will be placing funds at risk in an early
stage, under-capitalized business with unforeseen costs, expenses, competition, a history of operating losses and other problems
to which start-up ventures are often subject. Investors should not invest in the Company unless they can afford to lose their
entire investment. Your investment must be considered in light of the risks, expenses, and difficulties encountered in establishing
a new business in a highly competitive and mature industry. Our operating history has been restricted to the sampling of the Round
Top Project and this does not provide a meaningful basis for an evaluation of the Round Top Project. Other than through conventional
and typical exploration methods and procedures, we have no additional way to evaluate the likelihood of whether the Round Top
Project contains commercial quantities of mineral reserves or, if it does, that it will be operated successfully. We anticipate
that we will continue to incur operating costs in the form of cash calls in connection with our 18.715% membership interest in
Round Top without realizing any revenues during the foreseeable future. If we continue to satisfy our Round Top cash call obligations
through dilution to our then current membership interest, then we will incur continued dilution to our membership interest, which
could be significant. Substantially all of our business consists of owning a 18.715% membership interest in Round Top as of the
date of this Annual Report.

 The
Round Top Project is in the exploration stage. There is no assurance that Round Top can establish the existence of any mineral
reserve from the Round Top Project in commercially exploitable quantities. Until then, we cannot earn any revenues from the Round
Top Project, and our business could fail.

 We
have not established that the Round Top Project contains any commercial exploitable quantities of mineral reserve, nor can there
be any assurance that we will be able to do so. The probability of the Round Top Project ever having a commercial exploitable
mineral reserve that meets the requirements of the SEC may be remote. Even if we do eventually discover commercial exploitable
quantities of mineral reserve on the Round Top Project, there can be no assurance that it can be developed into a producing mine
and extract those minerals. Both mineral exploration and development involve a high degree of risk and few properties, which are
explored, are ultimately developed into producing mines.

 The
commercial viability of an established mineral deposit will depend on a number of factors including, by way of example, the size,
grade and other attributes of the mineral deposit, the proximity of the deposit to infrastructure such as a smelter, roads and
a point for shipping, government regulation and market prices. 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.

 Even
if commercial viability of a mineral deposit is established, it may take several years in the initial phases of drilling until
production is possible, during which time the economic feasibility of production may change. Substantial expenditures are required
to establish proven and probable reserves through drilling and bulk sampling, to determine the optimal metallurgical process to
extract the metals from the ore and, in the case of new properties, to construct mining and processing facilities. Because of
these uncertainties, no assurance can be given that our exploration programs will result in the establishment or expansion of
a mineral deposit or reserves.

 The
Round Top Project is a high risk project and investors should not make an investment in the Company unless you have the ability
to lose your entire investment.

 There
is no history of producing metals from the Round Top Project.

 There
is no history of producing metals from the Round Top Project. The Round Top Project is an exploration stage property in the early
stage of exploration and evaluation. Advancing properties from exploration into the development stage requires significant capital
and time, and successful commercial production from the Round Top Project, if any, will be subject to completing feasibility studies,
permitting and construction of the mine, processing plants, roads, and other related works and infrastructure. As a result, we
are subject to all of the risks associated with developing and establishing new mining operations and business enterprises including:

 completion
 of feasibility studies to verify reserves and commercial viability, including the ability
 to find sufficient REE reserves to support a commercial mining operation;

 the
 timing and cost, which can be considerable, of further exploration, preparing feasibility
 studies, permitting and construction of infrastructure, mining and processing facilities;

 the
 availability and costs of drill equipment, exploration personnel, skilled labor and mining
 and processing equipment, if required;

 the
 availability and cost of appropriate smelting and/or refining arrangements, if required,
 and securing a commercially viable sales outlet for our products;

 compliance
 with environmental and other governmental approval and permit requirements;

 the
 availability of funds to finance exploration, development and construction activities,
 as warranted;

 potential
 opposition from non-governmental organizations, environmental groups, local groups or
 local inhabitants which may delay or prevent development activities;

 dilution
 to our membership interest in Round Top, which could be significant;

 potential
 increases in exploration, construction and operating costs due to changes in the cost
 of fuel, power, materials and supplies; and

 potential
 shortages of mineral processing, construction and other facilities related supplies.

 The
costs, timing and complexities of exploration, development and construction activities may be increased by the location of
the Round Top Project (or other properties that may subsequently be acquired) and demand by other mineral 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 activities. Accordingly, Round Top's activities
may not result in profitable mining operations and Round Top may not succeed in establishing mining operations or profitably
producing metals with respect to the Round Top Project. This is a high risk project and investors should not make an
investment in the Company unless you have the ability to lose your entire investment.

 If
Round Top establishes the existence of a mineral reserve in the Round Top Project in a commercially exploitable quantity, of which
there can be no assurance, we will require additional capital in order to maintain our current membership interest in Round Top
and fund our proportionate costs to develop the property into a producing mine. If we cannot raise this additional capital, our
membership interest in RTMD will be diluted, our membership interest will lose value, and our Company could fail.

 Round
Top will be required to expend significant funds to determine if there exist mineral reserves in commercially exploitable quantities
in the Round Top Project, and then Round Top will be required to expend substantial additional sums of money to establish the
extent of the reserve, develop processes to extract it and develop extraction and processing facilities and infrastructure. Each
of USARE and the Company, as the members of Round Top, will likely need to fund such expenditure. Our failure to raise capital
to fund our portion of future cash calls will result in our current 18.715% membership interest being diluted. Round Top does
not have adequate capital to fund expenditures at the project level, therefore requiring the members to fund cash calls based
upon our current ownership interests in Round Top and we can elect to satisfy our cash call obligations through incurring dilution
to our Round Top membership interest. There is no assurance that any Round Top project level financing can ever be obtained, which
will depend initially upon obtaining a preliminary feasibility study which has not been obtained to date and of which there can
be no assurance that such a preliminary feasibility study will be obtained. As such, there is no assurance that, either at the
member level or project level, the necessary financing can be obtained to develop necessary facilities and infrastructure to accomplish
our goals. Although Round Top may derive substantial benefits from the discovery of a mineral deposit, there can be no assurance
that such a deposit will be large enough to justify commercial operations, nor can there be any assurance that Round Top will
be able to raise the funds at the Round Top level required for development on a timely basis. If Round Top cannot raise the necessary
capital at the Round Top level or complete the necessary facilities and infrastructure, cash calls from the members will continue
and if we can't fund our position, our membership interest will continue to be diluted (which dilution could be significant)
and/or our business may fail and your investment in our Common Stock will be lost. Our current membership interest is 18.715%,
and it should be expected that our membership interest will be further diluted during this current fiscal year.

 Our
exploration activities may not be commercially successful.

 Our
long-term success depends on our ability to identify mineral deposits in the Round Top Project or other properties we may acquire,
if any, that we can then develop into commercially viable mining operations. Our belief that the Round Top Project contains commercially
exploitable minerals has been based solely on preliminary tests that Round Top has conducted and data provided by third parties
(including USARE). There can be no assurance that the tests and data upon which we have relied is correct or accurate and, accordingly,
there is no assurance that the Round Top Project contains commercially exploitable minerals. Moreover, mineral exploration is
highly speculative in nature, involves many risks and is frequently non-productive. Unusual or unexpected geologic formations
and the inability to obtain suitable or adequate machinery, equipment or labor are risks involved in the conduct of exploration
programs. The success of mineral exploration and development is determined in part by the following factors:

 the
 identification of potential mineralization based on analysis;

 the
 availability of exploration permits;

 the
 quality of our management and our geological and technical expertise; and

 the
 capital available for exploration.

 Substantial
expenditures and time are required to establish existing proven and probable reserves through drilling and analysis, to develop
metallurgical processes to extract metal, and to develop the mining and processing facilities and infrastructure at any site chosen
for mining. Whether a mineral deposit will be commercially viable depends on a number of factors, which include, without limitation,
the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices, which fluctuate widely;
and government regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land
use, allowable production, importing and exporting of minerals and environmental protection. Any one or a combination of these
factors may result in us not receiving a return on our investment in Round Top or any other mineral project we may pursue. The
decision to abandon a project will have an adverse effect on the market value of our securities and our ability, if any, to raise
future financing. Accordingly, there can be no assurance that our exploration activities will be commercially successful.

 Increased
costs could affect our financial condition.

 We
anticipate that costs at the Round Top Project if and as it may be developed, if warranted, will frequently be subject to variation
from one year to the next due to a number of factors, such as changing ore grade, metallurgy and revisions to mine plans, if any,
in response to the physical shape and location of the ore body. In addition, costs are affected by the price of commodities such
as fuel, rubber, and electricity. Such commodities are at times subject to volatile price movements, including increases that
could make production at certain operations less profitable. A material increase in costs at any significant location could have
a significant effect on the Round Top operations as well as Round Top member funding requirements.

 Macroeconomic
conditions, domestic and global political turbulence could have a materially adverse impact on our business, financial condition,
or results of operations.

 Macroeconomic
conditions, such as high inflation, changes to monetary policy, high interest rates, volatile currency exchange rates, decreasing
consumer confidence and spending, tariffs and other economic measures implemented or to be adopted by The Trump Administration
and global or local recessions could negatively impact our business, financial condition, or results of operations. Recent macroeconomic
conditions have been and likely will continue to be adversely impacted by political instability and military hostilities in multiple
geographies (including the ongoing conflict between Ukraine and Russia and the conflict in the Middle East). The results of these
macroeconomic conditions, and the actions taken by governments and consumers in response, have, and may continue to, result in
higher inflation and higher interest rates in the U.S. and globally, which may, in turn, lead to an increase in costs and cause
changes in fiscal and monetary policy, including additional increased interest rates.

 No
assurance that the Company will enter into any agreement with respect to the potential Alhambra project owned by Santa Fe or that
this project will proceed.

 While
the Company has entered into a mineral exploration and option agreement with Santa Fe, there is no assurance the Company will
enter into a formal joint venture agreement or otherwise pursue this project. Even if the Company enters into a formal joint venture
agreement with Santa Fe, there is no assurance that this project will be economically feasible, that exploration will be successful
or that this project will be a commercial success. The Company is currently pursuing financing sources for this project and there
can be no assurance that the Company will be able to arrange and procure necessary financing to commercially exploit a silver
property currently held by Santa Fe within the Black Hawk Mining District in Grant County, New Mexico. The status of our electromagnetic
surveying and testing with respect to this project is preliminary in nature and there can be no assurance that this project will
proceed or that results will be positive. There can be no assurance that we will have the financial resources to continue to fund
exploration activities in future periods, thus jeopardizing the continuation of the option. There is no assurance that this project
will ever materialize.

 There
is no assurance that the Steeple Rock non-binding letter of intent will result in a definitive agreement or result in materialization
of a possible mining venture.

 There
can be no assurance that entry into the non-binding letter of intent will result in a definitive agreement or, if a definitive
agreement is reached, the potential project will proceed on the preliminary and general terms as currently contemplated. Legal,
regulatory, business and financial diligence, along with the procurement of necessary capital to proceed with this potential project
in an amount to be determined (of which there can be no assurance the necessary capital can be procured to proceed with this potential
project), will need to be satisfactorily completed by the parties, as well as other customary conditions and approvals. As such,
there can be no assurance that this possible mining venture will ever materialize.

 Licensing
and permitting of mining operations in the State of New Mexico is difficult and could have a material effect on the length of
time and cost of securing the required permits.

 Regulatory
agencies governing permitting include the New Mexico Mining and Minerals Division of the State of New Mexico, New Mexico Environmental
Department, New Mexico Office of the State Engineer, the US Forest Service, the US Fish and Wildlife Service, the EPA, Mine Safety
and Health Administration and Grant County, New Mexico. Permitting process is also vulnerable to the intrusion of various non-governmental
organizations hostile to mining. Accordingly, there is no assurance that we will be able to obtain the necessary permits with
respect to the Alhambra project, either at the state or federal level.

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

 Round
Top is and will be dependent on various supplies and equipment to carry out mining exploration and, if warranted, development
operations. The shortage and/or costs of such supplies, equipment and parts could have a material adverse effect on the ability
to carry out Round Top's operations and therefore limit or increase the cost of production.

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.

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

 environmental
 hazards;

 power
 outages;

 metallurgical
 and other processing problems;

 unusual
 or unexpected geological formations;

 personal
 injury, flooding, fire, explosions, cave-ins, landslides and rock-bursts;

 inability
 to obtain suitable or adequate machinery, equipment, or labor;

 metals
 losses;

 fluctuations
 in exploration, development and production costs;

 labor
 disputes;

 unanticipated
 variations in grade;

 mechanical
 equipment failure; and

 periodic
 interruptions due to inclement or hazardous weather conditions.

 These
risks could result in damage to, or destruction of, the Round Top Project, production facilities or other properties, personal
injury, environmental damage, delays in mining, increased production costs, monetary losses and possible legal liability. Round
Top 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. Round Top may suffer a material adverse effect on its business if not covered by insurance
policies.

 The
figures for our mineralization are estimates based on interpretation and assumptions and may yield less mineral production under
actual conditions than is currently estimated.

 Unless
otherwise indicated, mineralization figures presented in this Annual Report and in our filings with securities regulatory authorities,
press releases and other public statements that may be made from time to time are based upon estimates made by independent geologists
and our internal geologists. When making determinations about whether to advance to development any project that we have or may
have interest in will be reliant upon such estimated calculations as to the mineral reserves and grades of mineralization on our
properties. Until ore is actually mined and processed, mineral reserves and grades of mineralization must be considered as estimates
only. All resource and grade estimates are based on state of the art analytical methods. However, any procedure for analyzing
small amounts of metals in a chemically complex matrix may be subject to error and other uncertainties.

 Estimates
made to date rely on geophysical data, and geophysics is an indirect method of exploration and must be verified by drilling and
underground investigation. Additionally, estimates can be imprecise and depend upon geological interpretation and statistical
inferences drawn from drilling and sampling analysis, which may prove to be unreliable. We cannot assure you that:

 these
 interpretations and inferences will be accurate;

 mineralization
 estimates will be accurate; or

 this
 mineralization can be mined or processed profitably.

 Investors
should not rely upon any such figures in making an investment decision to acquire our Common Stock.

 The
Round Top operations may contain significant uninsured risks which could negatively impact future profitability.

 Any
exploration of the Round Top Project will be subject to certain risks, including unexpected or unusual operating conditions including
rock bursts, cave -ins, flooding, fire and earthquakes. It is not always possible to insure against these risks. Should events
such as these arise, they could reduce or eliminate our investment in Round Top as well as result in increased costs and a decline
in the value of our investment.

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

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

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

 The
goal is for Round Top to derive revenues, if any (and of which there can be no assurance), from the sale of rare earth and related
minerals by Round Top. Changes in demand for, and the market price of, these minerals could significantly affect us. The value
and price of our Common Stock and our financial results may be significantly adversely affected by declines in the prices of rare
earth minerals and products. Rare earth minerals and product prices may fluctuate and are affected by numerous factors beyond
our control such as interest rates, exchange rates, tariffs and other economic measures, inflation or deflation, fluctuation in
the relative value of the U.S. dollar against foreign currencies on the world market, global and regional supply and demand for
rare earth minerals and products, and the political and economic conditions of countries (including specifically China and the
U.S.'s relationship and trade policies with China at any given time) that produce rare earth minerals and products.

 A
prolonged or significant economic contraction in the United States or worldwide could put further downward pressure on market
prices of rare earth minerals and products. Protracted periods of low prices for rare earth minerals and products could significantly
reduce any future revenues and the availability of required development funds in the future. This could cause substantial reductions
to, or a suspension of, REO production operations, impair asset values and if reserves are established on our prospects, reduce
our proven and probable rare earth ore reserves.

 In
contrast, extended periods of high commodity prices may create economic dislocations that may be destabilizing to rare earth minerals
supply and demand and ultimately to the broader markets. Periods of high rare earth mineral market prices generally are beneficial
to us. However, strong rare earth mineral prices also create economic pressure to identify or create alternate technologies that
ultimately could depress future long-term demand for rare earth minerals and products, and at the same time may incentivize development
of otherwise marginal mining properties.

 Permitting,
licensing and approval processes are required for the operations at the Round Top Project and obtaining and maintaining required
permits and licenses is subject to conditions which may be unable to be achieved.

 Both
mineral exploration and extraction at the Round Top Project requires 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. Permits known to be required are (i) an operating plan for the conduct
of exploration and development approved by the GLO, (ii) an operating plan for production approved by the GLO, (iii) various reporting
to and approval by the Texas Railroad Commission regarding drilling and plugging of drill holes, and (v) reporting to and compliance
with regulations of the Texas Commission of Environmental Quality. If Round Top recovers uranium at the Round Top Project, it
will be required to obtain a source material license from the United States Nuclear Regulatory Commission. Round Top may also
be subject to the reporting requirements and regulations of the Texas Department of Health. Such licenses and permits are subject
to changes in regulations and changes in various operating circumstances. Companies that engage in exploration activities often
experience increased costs and delays in production and other schedules as a result of the need to comply with applicable laws,
regulations and permits. Issuance of permits for the Round Top activities is subject to the discretion of government authorities,
and Round Top 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 Round Top will be able to obtain or maintain
any of the permits required for the continued exploration or development of the Round Top Project (or any other of our 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 Round Top cannot accomplish these objectives, the business of Round Top could face difficulty
and/or fail, adversely affecting us as a member.

 Round
Top is subject to significant governmental regulations, which affect its operations and costs of conducting its business.

 Round
Top's current and future operations are and will be governed by laws and regulations, including:

 laws
 and regulations governing mineral concession acquisition, prospecting, development, mining
 and production;

 laws
 and regulations related to economic measures and tariffs, exports, taxes and fees;

 labor
 standards and regulations related to occupational health and mine safety;

 environmental
 standards and regulations related to waste disposal, toxic substances, land use and environmental
 protection; and

 other
 matters.

 Corporations
engaged in exploration activities often experience increased costs and delays in production and other schedules as a result of
the need to comply with applicable laws, regulations and permits. Failure to comply with applicable laws, regulations and permits
may result in enforcement actions, including the forfeiture of claims, orders issued by regulatory or judicial authorities requiring
operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional
equipment or costly remedial actions. Round Top may be required to compensate those suffering loss or damage by reason of its
mineral exploration activities and may have civil or criminal fines or penalties imposed for violations of such laws, regulations
and permits.

 Existing
and possible future laws, regulations and permits governing operations and activities of exploration companies, or more stringent
implementation, could have a material adverse impact on Round Top's business and cause increases in capital expenditures
or require abandonment or delays in exploration.

 Regulations
and pending legislation governing issues involving climate change could result in increased operating costs, which could have
a material adverse effect on Round Top as well as any other business in which we engage.

 A
number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to various climate
change interest groups and the potential impact of climate change. However, legislation and increased regulation regarding climate
change could impose significant costs on Round Top, our venture partners and our suppliers, including costs related to increased
energy requirements, capital equipment, environmental monitoring and reporting and other costs to comply with such regulations.
Any adopted future climate change regulations could also negatively impact the ability to compete with companies situated in areas
not subject to such limitations. Given the emotion, political significance and uncertainty around the impact of climate change
and how it should be dealt with, we cannot predict how legislation and regulation will affect our financial condition, operating
performance and ability to compete. Furthermore, even without such regulation, increased awareness and any adverse publicity in
the global marketplace about potential impacts on climate change by us or other companies in our industry could harm our reputation.
The potential physical impacts of climate change on our operations are highly uncertain, and would be particular to the geographic
circumstances in areas in which we operate. These may include changes in rainfall and storm patterns and intensities, water shortages,
changing sea levels and changing temperatures. These impacts may adversely impact the cost, production and financial performance
of the Round Top operations or any other mineral projects we may pursue.

 Round
Top's exploration and development activities are subject to environmental risks, which could expose Round Top to significant
liability and delay, suspension or termination of our operations.

 The
exploration, possible future development and production phases of the Round Top business will be subject to federal, state and
local environmental regulation. These regulations mandate, among other things, the maintenance of air and water quality standards
and land reclamation. They also set out limitations on the generation, transportation, storage and disposal of solid and hazardous
waste. Environmental legislation has generally evolved in a manner which will require stricter standards and enforcement, increased
fines and penalties for non-compliance, more stringent environmental assessments, and a heightened degree of responsibility for
companies and their officers, directors and employees, although it is unclear how the Trump Administration will enforce or if
the Trump Administration will alter current environmental regulations. Future changes in environmental regulations, if any, may
adversely affect our operations. If Round Top fails to comply with any of the applicable environmental laws, regulations or permit
requirements, it could face regulatory or judicial sanctions. Penalties imposed by either the courts or administrative bodies
could delay or stop operations or require a considerable capital expenditure. Although Round Top intends to comply with all environmental
laws and permitting obligations in conducting its business, there is a possibility that those opposed to exploration and mining
will attempt to interfere with its operations, whether by legal process, regulatory process or otherwise.

 Environmental
hazards unknown to Round Top, which have been caused by previous or existing owners or operators of the properties, may exist
on the properties comprising the Round Top Project. It is possible that these properties could be located on or near the site
of a Federal Superfund cleanup project; as such, it is possible that environmental cleanup or other environmental restoration
procedures could remain to be completed or mandated by law, causing unpredictable and unexpected liabilities to arise.

 The
Comprehensive Environmental, Response, Compensation, and Liability Act ("CERCLA"), and comparable state
statutes, impose strict, joint and several liability on current and former owners and operators of sites and on persons who
disposed of or arranged for the disposal of hazardous substances found at such sites. It is not uncommon for the government
to file claims requiring cleanup actions, demands for reimbursement for government- incurred cleanup costs, or natural
resource damages, or for neighboring landowners and other third parties to file claims for personal injury and property
damage allegedly caused by hazardous substances released into the environment. The Federal Resource Conservation and Recovery
Act ("RCRA"), and comparable state statutes, govern the disposal of solid waste and hazardous waste and authorize
the imposition of substantial fines and penalties for noncompliance, as well as requirements for corrective actions.
CERCLA, RCRA and comparable state statutes can impose liability for clean-up of sites and disposal of substances found on
exploration, mining and processing sites long after activities on such sites have been completed.

 The
Clean Air Act, as amended, restricts the emission of air pollutants from many sources, including mining and processing activities.
Our mining operations may produce air emissions, including fugitive dust and other air pollutants from stationary equipment, storage
facilities and the use of mobile sources such as trucks and heavy construction equipment, which are subject to review, monitoring
and/or control requirements under the Clean Air Act and state air quality laws. New facilities may be required to obtain permits
before work can begin, and existing facilities may be required to incur capital costs in order to remain in compliance. In addition,
permitting rules may impose limitations on our production levels or result in additional capital expenditures in order to comply
with the rules.

 The
National Environmental Policy Act ("NEPA") requires federal agencies to integrate environmental considerations into
their decision-making processes by evaluating the environmental impacts of their proposed actions, including issuance of permits
to mining facilities, and assessing alternatives to those actions. If a proposed action could significantly affect the environment,
the agency must prepare a detailed statement known as an Environmental Impact Statement ("EIS"). The U.S. Environmental
Protection Agency ("EPA"), other federal agencies, and any interested third parties will review and comment on the
scoping of the EIS and the adequacy of and findings set forth in the draft and final EIS. This process can cause delays in issuance
of required permits or result in changes to a project to mitigate its potential environmental impacts, which can in turn impact
the economic feasibility of a proposed project.

 The
Clean Water Act ("CWA"), and comparable state statutes, imposes restrictions and controls on the discharge of pollutants
into waters of the United States. The discharge of pollutants into regulated waters is prohibited, except in accordance with the
terms of a permit issued by the EPA or an analogous state agency. The CWA regulates storm water mining facilities and requires
a storm water discharge permit for certain activities. Such a permit requires the regulated facility to monitor and sample storm
water run-off from its operations. The CWA and regulations implemented thereunder also prohibit discharges of dredged and fill
material in wetlands and other waters of the United States unless authorized by an appropriately issued permit. The CWA and comparable
state statutes provide for civil, criminal and administrative penalties for unauthorized discharges of pollutants and impose liability
on parties responsible for those discharges for the costs of cleaning up any environmental damage caused by the release and for
natural resource damages resulting from the release.

 The
Safe Drinking Water Act ("SDWA") and the Underground Injection Control ("UIC") program promulgated thereunder,
regulate the drilling and operation of subsurface injection wells. EPA directly administers the UIC program in some states and
in others the responsibility for the program has been delegated to the state. The program requires that a permit be obtained before
drilling a disposal or injection well. Violation of these regulations and/or contamination of groundwater by mining related activities
may result in fines, penalties, and remediation costs, among other sanctions and liabilities under the SWDA and state laws. In
addition, third party claims may be filed by landowners and other parties claiming damages for alternative water supplies, property
damages, and bodily injury.

 Round
Top could be subject to environmental lawsuits.

 Neighboring
landowners and other third parties could file claims based on environmental statutes and common law for personal injury and property
damage allegedly caused by the release of hazardous substances or other waste material into the environment on or around the Round
Top Project. There can be no assurance that any defense of such claims will be successful. A successful claim against Round Top
could have an adverse effect on not only Round Top, but us and our business prospects, financial condition and results of operation.

 Land
reclamation requirements for the Round Top Project may be burdensome and expensive.

 Although
variability exists by location and the governing authority, land reclamation requirements are generally imposed on mineral exploration
companies (as well as companies with mining operations) in order to minimize long term effects of land disturbance.

 Reclamation
may include requirements to:

 control
 dispersion of potentially deleterious effluents;

 treat
 ground and surface water to drinking water standards; and

 reasonably
 re-establish pre-disturbance land forms and vegetation.

 In
order to carry out reclamation obligations imposed on Round Top in connection with potential development activities, Round
Top must allocate financial resources that might otherwise be spent on further exploration and development programs. Round
Top plans to set up a provision for our reclamation obligations on its properties, as appropriate, but this provision may not
be adequate. If Round Top is required to carry out unanticipated reclamation work, its financial position could be adversely
affected. In accordance with GLO lease/prospecting permits, all the areas impacted by the surface operations shall be
reclaimed upon completion of the activity, including (a) removal of all trash, debris, plastic and contaminated soil
by off-site disposal, and (b) upon completion of surface grading, the soil surface shall be left in a roughened condition to
negate wind and enhance water infiltration.

presents potential health risks; payment of any liabilities that arise from these health risks may adversely impact Round Top.

 Complying
with health and safety standards will require additional expenditure on testing and the installation of safety equipment. Moreover,
inhalation of certain minerals can result in specific potential health risks. Symptoms of these associated diseases may take years
to manifest. Failure to comply with health and safety standards could result in statutory penalties and civil liability. Round
Top does not currently maintain any insurance coverage against these health risks. The payment of any liabilities that arise from
any such occurrences could have a material, adverse impact on Round Top.

 There
may be challenges to the title of the Round Top Project or any other mineral properties that we may acquire.

 We
expect that any additional properties to be acquired by Round Top or by us (with respect to any other opportunities) will be by
unpatented claims or by lease from those owning the property. The lease of the Round Top Project property was issued by the State
of Texas. The validity of title to many types of natural resource property depends upon numerous circumstances and factual matters
(many of which are not discoverable of record or by other readily available means) and is subject to many uncertainties of existing
law and its application. We cannot assure you that the validity of Round Top's titles to its properties or our title to
properties we may purchase in the future will be upheld or that third parties will not otherwise invalidate those rights. In the
event the validity of Round Top's or our titles with respect to any future properties are not upheld, such an event would
have a material adverse effect on Round Top and us.

 Increased
competition could adversely affect our ability to attract necessary capital funding or acquire suitable producing properties or
prospects for mineral exploration in the future.

 The
mining industry is intensely competitive. Significant competition exists for the acquisition of properties producing or capable
of producing, REE or other metals. We likely are at a competitive disadvantage in acquiring additional mining properties because
we must compete with other individuals and companies, most of which have greater financial resources, operational experience and
technical capabilities than us. We may also encounter increasing competition from other mining companies in our efforts to hire
experienced mining professionals. Competition for exploration resources at all levels is currently very intense, particularly
affecting the availability of manpower, drill rigs, mining equipment and production equipment. Increased competition could adversely
affect our ability to attract necessary capital funding or acquire suitable producing properties or prospects for mineral exploration
in the future.

 Round
Top competes with larger, better capitalized competitors in the mining industry.

 The
mining industry is competitive in all of its phases, including financing, technical resources, personnel and property acquisition.
Round Top will require significant capital, technical resources, personnel and operational experience to effectively compete in
the mining industry. Because of the high costs associated with exploration, the expertise required to analyze a project's
potential and the capital required to develop a mine, larger companies with significant resources may have a competitive advantage
over Round Top. Round Top faces strong competition from other mining companies, some with greater financial resources, operational
experience and technical capabilities than us. As a result of this competition, neither Round Top nor us may be able to acquire
financing, personnel, technical resources or attractive mining properties on acceptable terms, if at all.

 Risks
related to cybersecurity

 We
have not established specific processes for assessing, identifying and managing material risks from cybersecurity threats. While
we have not experienced, to our knowledge, any material cybersecurity threats to date, there is no assurance that we will not
be adversely impacted as a result of any future cybersecurity threat.

 Current
economic conditions and capital markets are subject to fluctuations which could adversely affect our ability to access the capital
markets, and thus adversely affect our business and liquidity.

 The
current economic conditions are in a state of flux that could have a negative impact on our ability to access the capital markets,
and thus have a negative impact on our business and liquidity. We currently face the macroeconomic headwinds of inflation and
high interest rates. Furthermore, it is unclear how global hostilities will impact our business. Our ability to access the capital
markets has been and continues to be severely restricted at a time when we need to access such markets, which could have a negative
impact on our business plans. Even if we are able to raise capital, it may not be at a price or on terms that are favorable to
us. We cannot predict the occurrence of future financial disruptions or how long the current market conditions may continue. It
should be expected that we will have difficulty to raise funds, if we are even able to raise funds at all, and any such capital
raises will be dilutive to our current stockholders (which dilution could be significant).

 Our
resources may not be sufficient to manage our existing business as well as any growth; failure to properly manage our existing
business will be detrimental.

 We
believe that we have sufficient capital to fund general and administrative expenses and related costs through August 2026, but
not thereafter. Accordingly, we may fail to adequately manage our current business. Furthermore, any growth in our operations,
of which there can be no assurance as the result of our lack of sufficient capital, will place a significant strain on our administrative,
financial and operational resources, and increase demands on our management and on our operational and administrative systems,
controls and other resources. We cannot assure you that our existing personnel, systems, procedures or controls will be adequate
to support our current operations or operations in the future or that we will be able to successfully implement appropriate measures
consistent with any growth. We may have to implement new operational and financial systems, procedures and controls to expand,
train and manage our employee base, and maintain close coordination among our staff. We cannot guarantee that we will be able
to do so, or that if we are able to do so, we will be able to effectively integrate them into our existing staff and systems.
Moreover, there can be no assurance that cybersecurity threats, breaches, or disruptions will not adversely affect us.

 If
we are unable to manage our current business effectively, our financial condition could be materially adversely affected. There
is no assurance that our current business will continue and it may well be curtailed due to lack of capital.

 We
may experience difficulty attracting and retaining qualified management to meet our current business needs and/or any growth needs,
and the failure to manage any growth effectively could have a material adverse effect on our business and financial condition.

 Competition
for qualified management is intense, and we may be unable to attract and retain key personnel, or to attract and retain personnel
on terms acceptable to us. Management personnel are currently limited and they may be unable to manage our expansion successfully
and the failure to do so could have a material adverse effect on our business, results of operations and financial condition.
We have not entered into non-competition agreements. As our business is substantially dependent upon the directors, executive
officers and consultants, the lack of non-competition agreements poses a significant risk to us in the event such persons were
to resign or be terminated from such positions. Under such circumstances, such persons may provide confidential information and
key contacts to our competitors and we may have difficulties in preventing the disclosure of such information. Such disclosure
would have a material adverse effect on our business and operations.

 Our
operations are dependent upon key personnel, the loss of which would be detrimental to our business.

 The
nature of our business, including our ability to continue our exploration and development activities, depends, in large part,
on the efforts of key personnel such as Daniel Gorski, our Chief Executive Officer. The loss of Mr. Gorski could have a material
adverse effect on our business. We do not maintain "key man" life insurance policies on any of our officers or employees.

 Risks
Associated with our Common Stock

 Investment
in our Company has a high degree of risk. Before you invest you should carefully consider the risks and uncertainties described
below. If any of the following risks actually occur, our business, operating results and financial condition could be harmed and
the value of our stock could go down.

 We
have a history of losses and fluctuating operating results that raises doubt about our ability to continue as a going concern.

 From
inception through August 31, 2025, we have incurred aggregate losses of approximately $45,110,000. There is no assurance that
we will operate profitably or will generate positive cash flow in the future. In addition, our operating results in the future
may be subject to significant fluctuations due to many factors not within our control, such as general economic conditions, tariffs
and other economic measures that the Trump Administration has implemented or may adopt, hostilities in the Middle East and Ukraine,
market price of minerals and exploration and development costs. If we cannot raise sufficient financing to continue our operations
subsequent to August 31, 2026, then we may be forced to scale down, curtail or cease our operations. Until such time as we generate
revenues (not in the foreseeable future), we expect an increase in development costs and operating costs. Consequently, we expect
to incur operating losses and negative cash flow until our properties enter commercial production (if such event occurs). We currently
lack capital necessary to fund general and administrative expenses and related costs subsequent to August 2026.

 Our
stock price is highly volatile.

 The
market price of our Common Stock has fluctuated and may continue to fluctuate. These fluctuations may be exaggerated since the
trading volume of our Common Stock is limited, sporadic, and volatile. These fluctuations may or may not be based upon any business
or operating results. Our Common Stock may experience similar or even more dramatic price and volume fluctuations in the future.
Our Common Stock price has traded between $0.21 and $1.80 per share between September 1, 2024 and August 31, 2025. We have limited
trading volume in our Common Stock. There is no assurance that our Common Stock price will not continue to decline. Based on current
market prices and current trading volume, raising any capital will likely be dilutive and difficult, and may not be possible at
all. A decline in our stock price reduces our market capitalization which negatively impacts the dilution calculation with respect
to our membership interest in Round Top.

 The
market for our Common Stock is limited, sporadic and volatile. Any failure to develop or maintain an active trading market could
negatively affect the value of our shares and make it difficult or impossible for you to sell your shares.

 Our
Common Stock is currently traded on the OTCQB. Although our Common Stock is traded on the OTCQB, a regular trading market for
our securities may not be sustained in the future. Prices for, and coverage of, securities quoted solely on the OTCQB may be difficult
to obtain. In addition, stocks quoted solely on the OTCQB tend to have a limited number of market makers and a larger spread between
the bid and ask prices than those listed on an exchange. All of these factors may cause holders of our Common Stock to be unable
to resell their securities at any price. It should be expected that this limited trading also could decrease or eliminate our
ability to raise additional funds through issuances of our securities.

 Failure
to develop or maintain an active trading market would negatively affect the value of our shares, make it difficult for you to
sell your shares or recover any part of your investment in us, and impact our ability to raise capital through the sale of shares
of our Common Stock. Even if an active market for our Common Stock does develop, the market price of our Common Stock may be highly
volatile. In addition to the uncertainties relating to our future operating performance and any profitability of our operations,
factors such as variations in our interim financial results, or various, as yet unpredictable factors, many of which are beyond
our control, may have a negative effect on the market price of our Common Stock. Accordingly, there can be no assurance as to
the liquidity of any active markets that may develop for our Common Stock, the ability of holders of our Common Stock to sell
our Common Stock, the prices at which holders may be able to sell our Common Stock, or our ability (if any) to sell shares of
our Common Stock to raise capital.

 The
sale of substantial shares of our Common Stock or the issuance of shares upon exercise of our common stock equivalents will cause
immediate and substantial dilution to our existing stockholders and may depress the market price of our Common Stock.

 In
order to provide capital for the operation of our business, we will need to enter into financing arrangements. These arrangements
may involve the issuance of new Common Stock, preferred stock that is convertible into Common Stock, debt securities that are
convertible into Common Stock or warrants for the purchase of Common Stock. Any of these items could result in a material increase
in the number of shares of Common Stock outstanding which would in turn result in a dilution of the ownership interest of existing
Common Stockholders. It is likely that any future private placements of our Common Stock will be at prices below market, thereby
further placing pressure on the price of our Common Stock that trade on the OTCQB – this would have the effect of (i) both
reducing our market price and diluting our current stockholders as well as (ii) negatively impacting the calculation of dilution
with respect to reducing our membership interest in RTMD in the event we don't fund our cash calls with cash. As such, any
future capital raises will likely adversely affect our shareholders. In addition, these new securities could contain provisions,
such as priorities on distributions and voting rights, which could affect the value of our existing Common Stock.

 As
of November 25, 2025, we have 81,335,813 shares of Common Stock issued and outstanding (100,000,000 shares of Common Stock are
authorized to be issued), and 9,200,000 shares of our Common Stock underlying outstanding options and warrants at exercise prices
ranging from $0.20 per share to $0.30 per share, expiring at various dates through February 2030.

 A
low market price may severely limit the potential market for our Common Stock.

 An
equity security that trades below a certain price per share is subject to SEC rules requiring additional disclosures by broker-dealers.
These rules generally apply to any non-Nasdaq equity security that has a market price of less than $5.00 per share, subject to
certain exceptions (a "penny stock"). Such rules require the delivery, prior to any penny stock transaction, of a
disclosure schedule explaining the penny stock market and the risks associated therewith and impose various sales practice requirements
on broker-dealers who sell penny stocks to persons other than established customers and institutional or wealthy investors. For
these types of transactions, the broker-dealer must make a special suitability determination for the purchaser and have received
the purchaser's written consent to the transaction prior to the sale. The broker-dealer also must disclose the commissions
payable to the broker-dealer, current bid and offer quotations for the penny stock and, if the broker-dealer is the sole market
maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market. Such information
must be provided to the customer orally or in writing before or with the written confirmation of trade sent to the customer. Monthly
statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited
market in penny stocks. Since our Common Stock trades at a price of less than $5.00 per share, the additional burdens imposed
upon broker-dealers by such requirements could discourage broker-dealers from effecting transactions in our Common Stock.

 We
do not currently intend to pay cash dividends.

 We
have not declared any dividends since incorporation and do not anticipate that we will do so in the foreseeable future. Our present
policy is to retain all available funds for use in our operations and the expansion of our business. Payment of future cash dividends,
if any, will be at the discretion of our Board and will depend on our financial condition, results of operations, contractual
restrictions, capital requirements, business prospects and other factors that our Board considers relevant. Accordingly, investors
will only see a return on their investment if the value of our securities appreciates.

 Control
by current stockholders.

 The
current stockholders have elected the directors and the directors have appointed current executive officers to serve our Company.
The voting power of these stockholders could also discourage others from seeking to acquire control of us through the purchase
of our Common Stock which might depress the price of our Common Stock.

 There
is not now, and there may never be, an active market for our Common Stock.

of our Common Stock have historically been thinly traded. Currently there is a limited, sporadic and highly volatile market for
our Common Stock, and no active market for our Common Stock may develop in the future. As a result, our stock price as quoted
by the OTCQB may not reflect an actual or perceived value. Moreover, several days may pass before any shares are traded; meaning
that the number of persons interested in purchasing our common shares at or near ask prices at any given time may be relatively
small or non-existent. This situation is attributable to a number of factors, including, but not limited to:

 we
 are a small company that is relatively unknown to stock analysts, stock brokers, institutional
 investors and others in the investment community that generate or influence sales volume;
 and

 stock
 analysts, stock brokers and institutional investors may be risk-averse and reluctant
 to follow a company such as ours that may in the future face substantial doubt about
 the ability to continue as a going concern or to purchase or recommend the purchase of
 our shares until such time as we become more viable.

 As
a result, an investor may find it difficult to dispose of, or to obtain accurate quotations of the price of, our Common Stock.
Accordingly, investors must assume they may have to bear the economic risk of an investment in our Common Stock for an indefinite
period of time, and may lose their entire investment. There can be no assurance that a more active market for our Common Stock
will develop, or if one should develop, there is no assurance that it will be sustained. This severely limits the liquidity of
our Common Stock and would likely have a material adverse effect on the market price of our Common Stock and on our ability to
raise additional capital.

 We
may issue shares of preferred stock.

 Our
Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares of blank check preferred stock at $ 0.001 par
value with designations, rights and preferences determined from time to time by the Board. There are currently no shares of preferred
stock issued and outstanding. Our Board is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation,
conversion, voting, or other rights which could adversely affect the voting power or other rights of the holders of the Common
Stock. In the event of issuance, the preferred stock could be utilized, under certain circumstances, as a method of discouraging,
delaying or preventing a change in control of the Company.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM
1C. CYBERSECURITY

 As
of the date of this Annual Report, we believe that we have limited risks associated with a breach in cybersecurity. Risks from
cybersecurity threats, including as a result of any previous cybersecurity incidents (of which we are not aware of any), have
not materially affected or are not reasonably likely to materially affect the Company, including its business strategy, results
of operations, or financial condition.

 Risk
management and strategy.

 We
have not established specific processes for assessing, identifying, and managing material risks from cybersecurity threats or
engaged third parties to assess such risks. However, if exposed to such a risk, we would assess any potential unauthorized attempts
to access our information systems that may result in adverse effects on the confidentiality, integrity, or availability of those
systems.

 While
we lack a formal risk assessment policy or analysis and no process has been integrated into our management system, a risk assessment
would likely include identification of any reasonably foreseeable internal and external risks, any likelihood and potential damage
that could result from such risks, and whether existing safeguards are sufficient to manage such risks. If appropriate and necessary,
we would implement reasonable safeguards to minimize identified risks and address any identified gaps in existing systems.

 Primary
responsibility for assessing any cybersecurity risks rests with our chief financial officer, who would report any threat to our
Board.

 To
date, we have not encountered cybersecurity threats or challenges that have materially impaired our operations, business strategy
or financial condition..

 ITEM
2. PROPERTIES

 Executive
and Field Offices

 Our
headquarters are located at 527 21 st Street, #44, Galveston, Texas 77550. Our accounting functions are conducted by
personnel in Galveston, Texas and Castle Rock, Colorado, all under the supervision of our chief financial officer.

 Overview
of the Round Top Project

 Round
Top is currently in the exploration stage and has not established that the Round Top Project contains proven mineral reserves
or probable mineral reserves as defined under Item 1300 of Regulation S -K. The Round Top Project is currently owned by Round
Top Development, LLC in which we currently have a 18.715% membership interest.

 Description
and Access of Round Top

 The
Round Top Project is located in Hudspeth County approximately eight miles northwest of the town of Sierra Blanca. The property
is reached by truck on a private dirt road that turns north off Interstate 10 access road approximately one mile west of the town
of Sierra Blanca. A railroad line is located approximately one to three miles from the Round Top Project and a spur line stops
at a stone quarry within three miles of the Round Top Project.

 Round
Top Location Map

 August
2010 Lease

 In
August 2010, the Company entered into a new mining lease with the GLO covering Sections 7 and 18 of Township 7, Block 71 and Section
12 of Block 72, covering approximately 860 acres at Round Top Mountain in Hudspeth County, Texas. The mining lease issued by the
GLO provided for the right to explore, produce, develop, mine, extract, mill, remove, and market uranium, rare earth elements,
all other base and precious metals, industrial minerals and construction materials and all other minerals excluding oil, gas,
coal, lignite, sulfur, salt, and potash. The term of the lease is nineteen years from the execution date of the lease so long
as minerals are produced in paying quantities. This lease was assigned to Round Top in May 2021.

 Under
the lease, Round Top is obligated to pay the State of Texas a lease bonus of $142,518; $44,718 of which the Company previously
paid upon the execution of the lease, and $97,800 which will be due and payable by Round Top upon the submission of a supplemental
plan of operations to conduct mining. Upon the sale of minerals removed from the Round Top Project, Round Top will be required
to pay the State of Texas a $500,000 minimum advance royalty.

 Thereafter,
Round Top will be required to pay the State of Texas a production royalty equal to eight percent of the market value of uranium
and other fissionable materials removed and sold from Round Top and six and one quarter percent of the market value of all other
minerals removed and sold from the Round Top Project.

 If
paying quantities have not been obtained, Round Top may pay additional delay rental fees to extend the term of the lease for successive
one (1) year periods pursuant to the following schedule:

 Per Acre

 Total

 September 2, 2025 – 2029

 $

 $
 178,873

 In
August 2025, Round Top paid the State of Texas a delay rental to extend the term of the lease in an amount equal to $178,873.

 November
2011 Lease

 In
November 2011, the Company entered into a mining lease with the State of Texas covering approximately 90 acres contiguous with
and extending the August 2010 Lease. Under the lease, the Company paid the State of Texas a lease bonus of $20,700 which was paid
upon the execution of the lease. Upon the sale of minerals removed from the Round Top Project, Round Top will be required to pay
the State of Texas a $50,000 minimum advance royalty. Thereafter, Round Top will be required to pay the State of Texas a production
royalty equal to eight percent of the market value of uranium and other fissionable materials removed and sold from the Round
Top Project and six and one quarter percent of the market value of all other minerals sold from the Round Top Project. The term
of the lease is nineteen years from the execution date of the lease so long as minerals are produced in paying quantities. This
lease was assigned to Round Top in May 2021.

 If
paying quantities have not been obtained, Round Top may pay additional delay rental fees to extend the term of the lease for successive
one (1) year periods pursuant to the following schedule:

 Per Acre

 Total

 November 1, 2025 – 2029

 $

 $
 18,000

 In
August 2025, Round Top paid the State of Texas a delay rental to extend the term of the lease in an amount equal to $18,000.

 March
2013 Lease

 On
March 6, 2013, the Company purchased the surface lease at the Round Top Project, known as the West Lease, from the Southwest Wildlife
and Range Foundation (since renamed the Rio Grande Foundation) for $500,000 cash and 1,063,830 shares of common stock valued at
$500,000. The Company also agreed to support the Foundation through an annual payment of $45,000 for ten years to support conservation
efforts within the Rio Grande Basin. The West Lease comprises approximately 54,990 acres. The purchase of the surface lease provides
unrestricted surface access for the potential development and mining of the Round Top Project. The West Lease was assigned to
Round Top in May 2021.

 October
2014 Surface Option and Water Lease

 In
October 2014, the Company executed agreements with the GLO securing the option to purchase the surface rights covering the potential
Round Top Project mine and plant areas and, separately, a groundwater lease. The option to purchase the surface rights covers
approximately 5,670 acres over the mining lease and the additional acreage should be adequate to site all potential heap leaching
and processing operations as currently anticipated by Round Top. Round Top may exercise the option for all or part of the option
acreage at any time during the sixteen year primary term of the mineral lease. The option can be kept current by an annual payment
of $10,000. The purchase price will be the appraised value of the surface at the time of exercising the option.

 The
ground water lease secures the right to develop the ground water within a 13,120 acre lease area located approximately 4 miles
from the Round Top deposit. This lease has an annual minimum production payment of $5,000 prior to production of water for the
operation. After initiation of production Round Top will pay $0.95 per thousand gallons or $20,000 annually, whichever is greater.
This lease remains effective as long as the mineral lease is in effect.

 This
option and groundwater lease were assigned to Round Top in May 2021.

 March
2021 Purchased the South of Section 45, Block 71, Township 6, T&P RR Survey

 This
 section comprising 320 acres more or less was purchased for a price of $400 per acre, or a total of approximately $128,000.
This tract was purchased for siting the demonstration plant when it is relocated from its present location at Wheat Ridge, Colorado.
This tract is contiguous with the Surface Option area and was assigned to Round Top in May 2021.

 May
2021 Easements

 On
May 7, 2021, the Company purchased a road, water line and power line easement extending slightly over a mile from the western
boundary of the Water lease to the southeastern corner of the Section 45 tract. This easement completes the arrangements for the
main access road from State Highway 111, across the Water Lease and into the Surface Option area, and was assigned to Round Top
in May 2021.

 Geology
of Round Top

 The
Round Top Project area lies within the Texas Lineament Zone or Trans-Pecos Trend. The lineament is a northwest trending structural
zone where Laramide thrust faulting followed by basin and range normal faulting were active. Tertiary igneous activity is also
associated with the lineament zone, both intrusive and extrusive.

 Locally
the project area is characterized by five Tertiary rhyolite bodies that intruded Cretaceous sedimentary rocks. The rhyolites occur
as laccoliths, mushroom-shaped bodies emplaced at relatively shallow depths. At the current erosional levels, laccoliths form
resistant peaks with relief up to 2,000 feet. The rhyolites are enriched with various metals which may or may not be economical
to recover. The rare earth elements are located within the intrusive rhyolite body.

 Sedimentary
rocks exposed in the area are middle to upper Cretaceous limestone shales and sandstones. The limestone, where it is in contact
with the microgranites, is the host for fluorspar mineralization.

 Initial
exploration took place in the mid-1980's. During the course of this exploration, approximately 200 drill holes were drilled,
targeting potential beryllium mineralization which penetrated varying thicknesses of the rhyolite volcanic rock that makes up
the mass of Round Top Mountain.

 The
Texas Bureau of Economic Geology, working with the project geologists, conducted an investigation of the rhyolite to better understand
its rare metal content. This research shows that the rhyolite laccoliths at Sierra Blanca are enriched in a variety of REEs, lithium
gallium, beryllium, hafnium, and zirconium. They analyzed a series of samples from outcrop and drill holes and studied the geochemistry
and mineralogy of the rhyolite. The results of their research were published in the GSA, Geological Society of America, Special
Paper 246, 1990.

 Carlise
Mine

 In
December 2024, Dan Gorski, our chief executive officer and a director, assigned all of his ownership interest in the Carlisle
mine and related real estate to a wholly-owned subsidiary of the Company in consideration for a $75,000 promissory note, without
interest, due and payable by the Company in December 2025, secured by the property conveyed. Mr. Gorski acquired this property
for $75,000 in 2022. The Carlisle mine and related real estate consist of the following:

 Carlisle
Millsite, patent No. 280, described as Section 12, township 17S, range 21W, comprising 5.00 acres, more or less;

 Homestead
Lode, patent No. 283, described as Section 12, township 17S, range 21W, comprising 17.91 acres, more or less;

 Columbia
Lode, patent No. 284, Described as Section 12, township 17S, range 21W, comprising 19.46 acres, more or less; and

 Carlisle
Lode, patent No. 279, described as Section 01, township 17S, range 21W, compromising 20.660 acres, more or less..

 ITEM
3. LEGAL PROCEEDINGS

 None.

 ITEM
4. MINE SAFETY DISCLOSURES

 Pursuant
to Section 1503(a) of the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act (The "Dodd-Frank Act"),
issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required
to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders
and citations, related assessments and legal actions, and mining-related fatalities. During the fiscal year ended August 31, 2025,
our U.S. exploration properties were not subject to regulation by the Federal Mine Safety and Health Administration ("MSHA")
under the Federal Mine Safety and Health Act of 1977 (the "Mine Act").

 PART
II

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market
Information

 Our
Common Stock is listed for quotation on the OTCQB operated by OTC Markets Group Inc. under the symbol "TMRC." The
market for our Common Stock on the OTCQB is limited, sporadic and highly volatile. The quotations reflect inter-dealer prices
without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

 The
52-week range for our Common Stock for the fiscal year ended August 31, 2025 is a high of $1.80 per share and a low of $0.21 per
share. Closing price of our Common Stock on November 25, 2025 was $0.90 per share.

 Holders

 The
approximate number of holders of record of our Common Stock as of November 25, 2025 was 534.

 Dividends

 We
have not paid any cash dividends on our equity securities and our Board has no present intention of declaring any cash dividends.
We are not prohibited from paying any dividends pursuant to any agreement or contract.

 Securities
Authorized for Issuance under Equity Compensation Plans

 We
previously adopted a stock option plan, approved by our shareholders ("Amended 2008 Plan"), although the ability to
issue new grants under the Amended 2008 Plan was terminated. The following table sets forth certain information as of August 31,
2025 concerning our Common Stock that may be issued upon the exercise of outstanding options issued under the Amended 2008 Plan
and outside of such plan:

 Plan Category

 (a) Number of Securities to
 be Issued Upon the Exercise of Outstanding Options

 (b) Weighted-Average
 Exercise Price
 of Outstanding Options

 (c)
 Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))

 Equity compensation plan approved by stockholders

 —

 $
 —

 —

 Nonplan equity compensation

 820,000
 (1)(2)

 $
 1.16

 —

 Total

 820,000

 $
 1.16

 —

 (1) Includes
(i) an option to purchase 500,000 shares of common stock at an exercise price of $1.31 per share issued to Mr. Marchese for
services rendered as chairman of the board, and (ii) an option to purchase an aggregate of 320,000 shares of common stock at
an exercise price of $0.30 per share granted to a consultant.

 (2) Mr. Marchese exercised this option in full, on a cashless basis, in October 2025 and was issued 257,407 shares of Common
Stock.

 Recent
Sales of Unregistered Securities During Fiscal 2025

 All
unregistered sales of equity securities during the period covered by the Annual Report were previously disclosed in our current
reports on Form 8-K or quarterly reports on Form 10-Q.

 Purchase
of Equity Securities by the Issuer or Affiliated Purchasers

 We
did not purchase any Common Stock during the three months ended August 31, 2025.

 ITEM
6. CLIMATE RELATED DISCLOSURE

 Not
required.

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 You
should read the following discussion and analysis of our financial condition and results of operations together with our financial
statements and related notes appearing elsewhere in this Annual Report. This discussion and analysis contains forward-looking
statements that involve risks, uncertainties and assumptions. See "Cautionary Note Regarding Forward-Looking Statements."
Our actual results may differ materially from those anticipated in these forward- looking statements as a result of many factors,
including, but not limited to, those set forth under "Risk Factors" and elsewhere in this Annual Report.

 Overview

 We
are a mining company engaged in the business of owning, acquiring, exploring and developing mineral properties. We currently own
an 18.715% membership interest in Round Top, which entity holds two mineral property leases with the GLO to explore and develop
a 950-acre rare earths project located in Hudspeth County, Texas, known as the Round Top Project. The leases expire in 2030 with
provisions for automatic renewal if Round Top is producing in paying quantities (the receipt from the sale of materials exceeds
all costs and expenses associated therewith for the prior 12 months). Round Top also holds prospecting permits covering 9,345
acres adjacent to the Round Top Project. The business strategy of Round Top is to develop a metallurgical process to concentrate
or otherwise extract the metals from the Round Top Project's rhyolite, conduct additional engineering, design, geotechnical
work, and permitting necessary for a bankable feasibility study and then to extract mineral resources from the Round Top Project.
There can be no assurance that Round Top will be successful in this endeavor. The Round Top Project has not established as of
the date hereof that any of the properties contain any probable mineral reserves or proven mineral reserves under Item 1300 of
Regulation S-K nor can there be any assurance that this will occur.

 Rare
earth elements are a group of chemically similar elements that usually are found together in nature – they are referred
to as the "lanthanide series." These individual elements have a variety of characteristics that are critical in a
wide range of technologies, products, and applications and are critical inputs in existing and emerging applications. Without
these elements, multiple high-tech technologies would not be possible. These technologies include:

 cell
 phones;

 computer
 and television screens;

 battery
 operated vehicles;

 clean
 energy technologies, such as hybrid and electric vehicles and wind power turbines;

 fiber
 optics, lasers and hard disk drives;

 numerous
 defense applications, such as guidance and control systems and global positioning systems;
 and

 advanced
 water treatment technology for use in industrial, military and outdoor recreation applications.

 Because
of these applications, global demand for REE is projected to steadily increase due to continuing growth in existing applications
and increased innovation and development of new end uses. Interest in developing resources domestically has become a strategic
necessity as there is limited production of these elements outside of China. Our ability to raise additional funds to continue
to fund our participation interest in the Round Top Project may be impacted by future prices for REEs.

 Operations
Update

 USARE,
the operating manager of the Round Top project, continues to progress the Round Top Project toward operations. Over the last two
years, Round Top achieved several milestones including: (i) favorable breaker trials with the goal to increase mine throughput;
(ii) favorable CIX separation trials for rare earth elements indicating that the CIX technology employed can extract commercial
quality rare earths from the Round Top Project ore; and (iii) favorable membrane concentration trials. The USARE Round Top team
continues to pursue its plan to determine an efficient means of managing alumina content, to add gallium to its output and to
maximize the value of the lithium content.

 History
of the Round Top Project

 In
May 2021, we contributed our assets in the Round Top Project to Round Top in exchange for our original 20% membership interest
in Round Top. Between September 1, 2024 through August 31, 2025, we elected not to contribute an aggregate of $631,042 to fund
our cash calls and our membership interest in Round Top was diluted from 20% to 18.779%. Our current membership interest in Round
Top is 18.715% as of the date of this Annual Report.

 As
a part of our ongoing operations, we will occasionally investigate new mining opportunities. We may also incur expenses associated
with our investigations. These costs are expensed as incurred until such time when we have agreements in place to purchase such
mining rights.

 Investment
Company Act Exclusion

 Section
3(c)(9) of the 1940 Act provides that a company "substantially all of whose business consists of owning or holding oil,
gas, or other mineral royalties or leases, or fractional interests therein, or certificates of interest or participation in or
investment contracts relative to such royalties, leases, or fractional interests" is not an investment company within the
meaning of the 1940 Act. The Company has determined that this exemption applies to it giving consideration to the following four
factors:

 the
 exempted activity (ownership of our certificate of interest in the underlying mineral
 leases) constitutes "substantially all" of our business;

 we
 own, and do not trade, in the certificate of interest in the mineral leases or the underlying
 mineral leases;

 mineral
 leases qualify as an eligible asset for purposes of the exception; and

 a
 membership interest in a limited liability company constitutes a "certificate of
 interest or participation in" or an "investment contract relative to"
 the eligible assets.

 The
Company intends to continue to conduct its business operations in order to continue to be excluded from the definition of an "investment
company" under the 1940 Act.

 Our
financial statements have been prepared assuming that the Company will continue as a going concern.

 Our
financial statements have been prepared assuming that the Company will continue as a going concern. The Company has an accumulated
deficit from inception through August 31, 2025, of approximately $45,110,000 and has yet to achieve profitable operations, and
projects further losses in the development of its business. At August 31, 2025, the Company had a working capital surplus of approximately
$506,000; however the Company's ability to continue as a going concern is dependent upon its ability to obtain the necessary
financing to meet its obligations and pay its liabilities arising from normal business operations when they come due.

 The
Company does not have sufficient capital to fund any cash calls expected during the fiscal year ending August 31, 2026 or thereafter.
Moreover, the Company only has sufficient cash to fund expected general and administrative expenses and related costs through
August 31, 2026. We have not been informed by Round Top of the estimated budget for the 12 months ending August 31, 2026. During
the fiscal year ended August 31, 2025, we did not fund our $631,042 portion of the $3,304,829 total cash call by Round Top, and
elected to incur dilution to our Round Top membership interest which as of August 31, 2025 was 18.779%. Subsequent to August 31,
2025, pursuant to the October 2025 and November 2025 cash call, our membership interest was reduced to 18.715%. The failure of
the Company to make required cash calls to Round Top during the remainder of our 2026 fiscal year will result in further dilution
to our current 18.715% ownership interest. We currently expect to incur continued dilution to our membership interest in Round
Top rather than to fund our cash call obligations during the fiscal year ending August 31, 2026. The Company has sufficient cash
to fund general and administrative expenses and related costs through August 31, 2026. There can be no assurance that the Company
will be able to raise the necessary capital to fund its cash calls (if it determines not to continue to incur dilution) and expected
general and administrative expenses and related costs subsequent to August 31, 2026. We have no firm commitments for equity or
debt financing and any financing that may be obtained will be on a best efforts basis. Based on these factors, there is substantial
doubt as to the Company's ability to continue as a going concern for a period of twelve months from the issuance date of
these financial statements. The failure to obtain sufficient financing may cause us to curtail, cease or discontinue operations.

 Liquidity
and Capital Resources

 Recent
Debt Financing

 In
February 2025, pursuant to the closing of the $1,098,000 of debt financing in accordance with loan agreements dated February 2025,
the Company issued unsecured promissory notes in the principal amount of $1,098,000 and, as additional consideration for effecting
the loans, the Company issued warrants to purchase an aggregate of up to 10,980,000 shares of Common Stock.

 The
notes did not bear interest, matured on August 10, 2025, and were convertible at any time on or prior to the maturity date, at
the option of the holders, into shares of Common Stock at a conversion price of $0.30 per share. On August 9, 2025, the notes
in an aggregate principal amount of $1,098,000 were converted by the holders into an aggregate of 3,660,000 shares of Common Stock
pursuant to the terms of the fixed conversion rate in the notes. As a result of the conversion of the notes in the aggregate principal
amount of $1,098,000 into an aggregate of 3,660,000 shares of Common Stock, these notes have been extinguished in full.

 The
Warrants are exercisable, at any time on or prior to February 10, 2030, to purchase an aggregate of 10,980,000 shares of Common
Stock at a purchase price of $0.30 per share. The Company has granted piggy-back registration rights with respect to the resale
of the shares of Common Stock underlying the Warrants and, commencing on February 10, 2026, if the resale of the underlying shares
may not be effected pursuant to an effective resale registration statement, the Warrants provide for a net issuance exercise.
In September 2025 and October 2025, warrants to exercise an aggregate of 2,100,000 shares of Common Stock were exercised for aggregate
cash consideration of $630,000.

 Liquidity

 At
August 31, 2025, our accumulated deficit was approximately $45,110,000 and our cash position was approximately $590,000. We had
a working capital surplus of approximately $506,000. In September and October 2025, warrants were exercised to purchase 2,100,000
shares of Common Stock for a cash exercise price of $630,000. Round Top has not commenced commercial production on the Round Top
Project. We have no revenues from operations and anticipate we will have no operating revenues until production from the Round
Top Project, if any, of which there can be no assurance. This property is in the exploration stage.

the fiscal year ended August 31, 2025, we did not fund our cash call obligations pursuant to the Operating Agreement. In lieu
of funding $631,042 of cash calls during the fiscal year ended August 2025, we incurred dilution in our membership interest from
19.323% at August 31, 2024 to 18.779% at August 31, 2025. Subsequent thereto, we received cash calls for September, October and
November 2025 which resulted in the dilution of our Round Top membership to our current ownership of 18.715%. We have not been
advised by USARE with respect to any preliminary estimate of the Round Top Budget for the fiscal year ending August 31, 2026.
Last year we were not advised as to any Round Top Budget. In the prior fiscal year, we were advised that the estimated budget
for the fiscal year ended August 31, 2024 was anticipated to be between $15 million to $20 million, with the Company's portion
estimated to be between $3 million to $4 million. During the fiscal year ended August 31, 2024, the total expenditure on the Round
Top Project by USARE (as we elected not to fund our portion, have USARE fund our portion, and in lieu thereof to incur dilution)
was $4,200,996 (of which $898,740 was our portion funded by USARE when we elected to incur dilution rather than fund). It is possible
that the Round Top Budget for the current fiscal year could exceed either the amount actually paid last fiscal year or the prior
fiscal year, and it should be expected that in future periods the Round Top Budget will be higher. The Company likely will decide
to incur dilution to its then current membership interest in lieu of funding in cash its Round Top Budget obligations during this
fiscal year, as it currently does not have sufficient capital to fund any cash calls during the fiscal year ending August 31,
2026 (and only has sufficient cash to fund estimated general and administrative expenses and related costs through August 31,
2026); consequently our ownership interest in the Round Top Project will likely be further diluted during this current fiscal
year. We will be required to raise additional capital to fund future cash calls from Round Top (unless we elect in lieu of making
cash contributions to dilute our membership interest percentage, which dilution could be significant), and there can be no assurance
that we will be able to raise the necessary capital to fund future Round Top cash calls (or estimated general and administrative
expenses subsequent to August 2026). We estimate that our current cash position is only sufficient to fund estimated general and
administrative expenses and related costs through August 2026.

 We
do not have sufficient cash on hand to fund any portion of the Round Top Budget during our current fiscal year and only have sufficient
capital to fund our estimated general and administrative expenses through August 2026. Therefore, we will need to raise additional
capital to fund (i) our portion of the Round Top Budget if we elect not to dilute our Round Top membership interest and (ii) necessary
general and administrative expenditures for our August 2027 fiscal year. If we elect to dilute our Round Top membership interest
(through choice or as a result of the failure to raise capital), such event will result in the dilution to our Round Top membership
interest. If we are not able to raise capital to fund our estimated general and administrative expenses subsequent to August 31,
2026, we will likely need to curtail operations. The most likely source of future financing presently available to us is through
the sale of our securities. Any sale of our shares of Common Stock will result in dilution of equity ownership to existing stockholders.
This means that if we sell shares of Common Stock, more shares will be outstanding and each existing stockholder will own a smaller
percentage of the shares then outstanding. Moreover, the actual or perceived sale of additional shares of our Common Stock to
raise capital could further depress the price of our Common Stock which could adversely impact our ability to raise capital, result
in more dilution to be incurred by existing stockholders, and also negatively impact the dilution calculation with respect to
our Round Top membership interest. Alternatively, we may rely on debt financing and assume debt obligations that require us to
make substantial interest and capital payments. Also, we may issue or grant warrants or options in the future pursuant to which
additional shares of Common Stock may be issued. Exercise of such warrants or options will result in dilution of equity ownership
to our existing stockholders. We have no firm commitment with respect to obtaining debt or equity financing and, accordingly,
we will be reliant upon a best efforts financing strategy. Accordingly, there is no assurance that we will be able to raise necessary
capital, if any, to fund our portion of the Round Top Budget during the current fiscal year and/or our general and administrative
expenses subsequent to August 2026, the failure of which would likely cause us to curtail, discontinue or cease our operations.

 Results
of Operations

 Fiscal
Years ended August 31, 2025 and 2024

 Revenue

the fiscal year ended August 31, 2025 and 2024, we had no revenues. For the fiscal year ended August 31, 2025, our net loss was
approximately $1,933,000. We are not currently profitable. As a result of ongoing operating losses, we had an accumulated deficit
of approximately $45,110,000 as of August 31, 2025.

 Operating
expenses and resulting losses from operations.

 We
incurred exploration costs for the fiscal years ended August 31, 2025 and 2024, in the amount of approximately $337,000 and $76,000,
respectively. Expenditures during fiscal year 2025 and 2024 were primarily used to fund project contractors for our potential
New Mexico mining exploration. Currently most of the expenditures associated with the USARE joint venture are funded by our joint
venture partner, USARE.

 Our
general and administrative expenses for the fiscal year ended August 31, 2025 were approximately $872,000 of which approximately
$261,000 were stock compensation for services. The remaining expenditures were primarily for payroll, professional fees and other
general and administrative expenses necessary for our operations.

 Our
general and administrative expenses for the fiscal year ended August 31, 2024 were approximately $877,000 of which approximately
$245,000 were stock compensation for services. The remaining expenditures were primarily for payroll, professional fees and other
general and administrative expenses necessary for our operations.

 We
had losses from operations for the fiscal years ended August 31, 2025 and 2024 totaling approximately $1,209,000 and $954,000,
respectively. We had a net loss for the fiscal year ended August 31, 2025 and 2024 totaling approximately $1,933,000 and $833,000,
respectively. We earned interest from our cash balances of approximately $21,000 and $36,000 for the years ended August 31, 2025
and 2024, respectively. Other income in fiscal 2024 also included $85,000 as a reimbursement for expenses incurred in a prior
fiscal year. Interest expense in fiscal 2025 included approximately $746,000 to accrete debt discount to interest expense associated
with the value assigned to the detachable warrants.

 Off-Balance
Sheet Arrangements

 None

 Recently
Issued Accounting Pronouncements

 The
Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results
of operations, financial position, or cash flow.

 Critical
Accounting Estimates

 Management's
discussion and analysis of financial condition and results of operations is based on our financial statements, which have been
prepared in accordance with U.S. GAAP. Preparation of financial statements requires management to make assumptions, estimates
and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and the related disclosures
of contingencies. Management bases its estimates on various assumptions and historical experience, which are believed to be reasonable;
however, due to the inherent nature of estimates, actual results may differ significantly due to changed conditions or assumptions.
On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial
statements are fairly presented in accordance with U.S. GAAP. However, because future events and their effects cannot be determined
with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. Management
believes that the valuation of the convertible notes and detachable warrants and valuation of options granted to directors, officers,
and consultants using the Black-Scholes model include critical accounting estimates and judgments that have a significant impact
on our financial statements. Significant judgement is exercised in the valuation of these options and warrants to include the
life of the options and warrants along with the stock price, computed volatility, dividends, if any, and the current discount
rate of interest. The accounting policies are described in greater detail in Note 2 to our audited financial statements for the
fiscal year ended August 31, 2025.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Not
applicable.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Shareholders and Board of Directors of

 Texas
Mineral Resources Corp.

 Galveston,
Texas

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Texas Mineral Resources Corp. (the Company) as of August 31, 2025
and 2024, and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the years
in the two-year period ended August 31, 2025, and the related notes (collectively referred to as the consolidated financial statements).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the
Company as of August 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year
period ended August 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

 Going
Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 2 to the financial statements, the Company does not have sufficient cash on hand to fund general and administrative expenses
as they become due or to meet its funding requirements for its interest in Round Top Mountain Development, LLC, which would result
in dilution of its ownership interest. The Company has not generated any revenues and the Company does not have resources sufficient
to meet the projected funding requirements. This raises substantial doubt about the Company's ability to continue as a going
concern. Management's plans in regard to these matters also are described in Note 2. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on
the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but
not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.
Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audits provide a reasonable basis for our opinion.

 Critical
Audit Matters

 The
critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was
communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material
to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of
critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by
communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or
disclosures to which it relate.

 Convertible
Notes with Detachable Warrants – Refer to Note 2 and Note 6 to the financial statements

 Critical
Audit Matter Description

the year ended August 31, 2025, the Company issued convertible promissory notes with detachable warrants. As described in
Note 6, the Company was required to allocate the proceeds received between the convertible promissory notes and the warrants
and assess the conversion features for embedded derivatives requiring bifurcation in accordance with the relevant guidance. Auditing
management's determination of the accounting for the convertible notes and detachable warrants was complex and
involved significant judgement in determining whether the warrants a required to be classified as equity or a liability and
whether the embedded features require derivative accounting treatment.

 How
We Addressed the Matter in Our Audit

 Our
audit procedures with respect to management's assessment of the accounting for the convertible notes and warrants, included
the following, among others:

 We
inspected and reviewed the warrant agreements to evaluate the Company's determination that the warrants should be classified
as equity, including evaluating and assessing management's application of the relevant accounting standards.

 We
inspected and reviewed the convertible promissory notes to evaluate the Company's assessment of the convertible promissory
notes for embedded features requiring bifurcation in accordance with the relevant accounting standards.

 We
evaluated the accuracy and completeness of the Company's presentation and related disclosures of these instruments in accordance
with the relevant accounting standards.

 /s/
 Ham, Langston & Brezina, L.L.P.

 We
have served as the Company's auditor since 2020.

 Houston,
Texas

 November
28, 2025

 PCAOB
ID # 298

 TEXAS

 CONSOLIDATED
BALANCE SHEETS

 August
31, 2025 and 2024

 2025

 2024

 ASSETS

 CURRENT ASSETS

 Cash and cash equivalents

 $
 590,350

 $
 428,197

 Prepaid expenses and other current assets

 41,460

 62,690

 Total current assets

 631,810

 490,887

 Restricted investment

 38,766

 —

 Mineral properties, net

 490,606

 415,606

 TOTAL ASSETS

 $
 1,161,182

 $
 906,493

 LIABILITIES AND SHAREHOLDERS' EQUITY

 CURRENT LIABILITIES

 Accounts payable and accrued liabilities

 $
 50,400

 $
 42,664

 Notes payable, related party

 75,000

 —

 Total current liabilities

 125,400

 42,664

 COMMITMENTS AND CONTINGENCIES

 SHAREHOLDERS' EQUITY

 Preferred stock, par value $ 0.001; 10,000,000 shares authorized, no shares issued and outstanding as of August 31, 2025 and 2024

 —

 —

 Common stock, par value $ 0.01; 100,000,000 shares
 authorized, 78,855,273 and 74,343,826 shares issued and outstanding as of August 31, 2025 and 2024, respectively

 788,553

 743,439

 Additional paid-in capital

 45,357,513

 43,297,421

 Accumulated deficit

 ( 45,110,284
)

 ( 43,177,031
)

 Total shareholders' equity

 1,035,782

 863,829

 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

 $
 1,161,182

 $
 906,493

 The
accompanying notes are an integral part of these consolidated financial statements.

 TEXAS

 CONSOLIDATED STATEMENTS OF OPERATIONS

 For the Years Ended August 31, 2025 and 2024

 2025

 2024

 OPERATING EXPENSES

 Exploration costs

 $
 336,885

 $
 76,325

 General and administrative

 871,708

 877,278

 Total operating expenses

 1,208,593

 953,603

 LOSS FROM OPERATIONS

 ( 1,208,593
)

 ( 953,603
)

 OTHER (EXPENSE) INCOME, NET

 Interest income

 21,473

 35,594

 Interest expense

 ( 746,133
)

 Other income

 —

 85,000

 Total other (expense) income, net

 ( 724,660
)

 120,594

 NET LOSS

 $
 ( 1,933,253
)

 $
 ( 833,009
)

 Net loss per common share Basic and diluted

 $
 ( 0.03
)

 $
 ( 0.01
)

 Weighted average shares outstanding Basic and diluted

 74,998,154

 73,934,797

 The
accompanying notes are an integral part of these consolidated financial statements.

 TEXAS

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 For
the Years Ended August 31, 2025 and 2024

 2025

 2024

 CASH FLOWS FROM OPERATING ACTIVITIES

 Net loss

 $
 ( 1,933,253
)

 $
 ( 833,009
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Stock based compensation

 261,073

 244,753

 Accretion of debt discount

 746,133

 —

 Changes in operating assets and liabilities:

 Prepaid expenses and other assets

 21,230

 ( 23,112
)

 Accounts payable and accrued liabilities

 7,736

 ( 50,742
)

 Net cash used in operating activities

 ( 897,081
)

 ( 662,110
)

 CASH FLOWS FROM INVESTING ACTIVITIES

 Purchases of restricted investment

 ( 38,766
)

 —

 Net cash used in investing activities

 ( 38,766
)

 —

 CASH FLOWS FROM FINANCING ACTIVITIES

 Proceeds from exercise of common stock options and warrants

 —

 11,000

 Proceeds from convertible debt and detachable warrants

 1,098,000

 —

 Net cash provided by financing activities

 1,098,000

 11,000

 NET CHANGE IN CASH AND CASH EQUIVALENTS

 162,153

 ( 651,110
)

 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

 428,197

 1,079,307

 CASH AND CASH EQUIVALENTS AT END OF PERIOD

 $
 590,350

 $
 428,197

 SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:

 Cash paid for interest expense

 $
 —

 $
 —

 Cash paid for income taxes

 $
 —

 $
 —

 NON-CASH INVESTING AND FINANCING ACTIVITIES:

 Mineral properties acquired under notes payable, related party

 $
 75,000

 $
 —

 Issuance of detachable warrants and discount on convertible notes

 $
 746,133

 $
 —

 Conversion of convertible notes into common stock

 $
 1,098,000

 $
 —

 The
accompanying notes are an integral part of these consolidated financial statements.

 TEXAS
 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

 For
the Years Ended August 31, 2025 and 2024

 Additional

 Preferred Stock

 Common Stock

 Paid-in

 Accumulated

 Capital

 Deficit

 Total

 Balance at August 31, 2023

 —

 $
 —

 73,728,262

 $
 737,283

 $
 43,047,824

 $
 ( 42,344,022
)

 $
 1,441,085

 Stock based compensation

 —

 —

 565,564

 5,656

 200,022

 —

 205,678

 Common stock options issued for services

 —

 —

 —

 —

 39,075

 —

 39,075

 Common stock issued upon exercise of options and warrants

 —

 —

 50,000

 10,500

 —

 11,000

 Net loss

 —

 —

 —

 —

 —

 ( 833,009
)

 ( 833,009
)

 Balance at August 31, 2024

 —

 —

 74,343,826

 743,439

 43,297,421

 ( 43,177,031
)

 863,829

 Stock based compensation

 —

 —

 851,447

 8,514

 252,559

 —

 261,073

 Issuance of detachable warrants

 —

 —

 —

 —

 746,133

 —

 746,133

 Conversion of note payable to common stock

 —

 —

 3,660,000

 36,600

 1,061,400

 —

 1,098,000

 Net loss

 —

 —

 —

 —

 —

 ( 1,933,253
)

 ( 1,933,253
)

 Balance at August 31, 2025

 —

 $
 —

 78,855,273

 $
 788,553

 $
 45,357,513

 $
 ( 45,110,284
)

 $
 1,035,782

 The
accompanying notes are an integral part of these consolidated financial statements.

 TEXAS

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

 AUGUST
31, 2025 AND 2024

 NOTE
1 – ORGANIZATION AND NATURE OF BUSINESS

 Texas
Mineral Resources Corp. (the "Company") was incorporated in the State of Nevada in 1970 as Standard Silver Corporation.
In 2010, the Company changed its name from "Standard Silver Corporation" to "Texas Rare Earth Resources Corp".
In 2012, the Company changed its state of incorporation from Nevada to Delaware under a plan of conversion dated August 24, 2012.
In 2016, the Company changed its name to Texas Mineral Resources Corp.

 We
are a mining company engaged in the business of owning, acquiring, exploring and developing mineral properties. At August 31,
2025, we owned a 18.779 % membership interest in Round Top Mountain Development, LLC, a Delaware limited liability company ("Round
Top" or "RTMD"), which entity holds two mineral property leases with the GLO to explore and develop a 950 -acre
rare earths project located in Hudspeth County, Texas, known as the Round Top Project. The leases expire in 2030. Round Top also
holds prospecting permits covering 9,345 acres adjacent to the Round Top Project. The business strategy of Round Top is to develop
a metallurgical process to concentrate or otherwise extract the metals from the Round Top Project's rhyolite, conduct additional
engineering, design, geotechnical work, and permitting necessary for a bankable feasibility study and then to extract mineral
resources from the Round Top Project. The Round Top Project has not established as of the date hereof that any of the properties
contain any probable mineral reserves or proven mineral reserves under Item 1300 of Regulation S-K ("Item 1300").

 NOTE
2 – SUMMARY OF ACCOUNTING POLICIES

 Exploration-Stage
Company

 Since
January 1, 2009, the Company has been classified as an "exploration stage" company for purposes of Item 1300 of the
U.S. Securities and Exchange Commission ("SEC"). Under Item 1300, companies engaged in significant mining operations
are classified into three categories, referred to as "stages" - exploration, development, and production. Exploration
stage includes all companies that do not have established reserves in accordance with Item 1300. Such companies are deemed to
be "in the search for mineral deposits." Notwithstanding the nature and extent of development-type or production-type
activities that have been undertaken or completed, a company cannot be classified as a development or production stage company
unless it has established reserves in accordance with Item 1300.

 Basis
of Presentation

 The
Company's financial records are maintained on the accrual basis of accounting in accordance with accounting principles generally
accepted in the United States of America ("US GAAP").

 Principles
of Consolidation

 The
consolidated financial statements include the accounts of Texas Mineral Resources Corp and its proportionate interest in the assets,
liabilities, and operations of Round Top and the Company's wholly-owned subsidiary, Standard Silver, Inc. All significant
intercompany balances and transactions have been eliminated.

 Going
Concern

 These
financial statements have been prepared assuming that the Company will continue as a going concern. The Company has an accumulated
deficit from inception through August 31, 2025, of approximately $ 45,110,000 and has yet to achieve profitable operations, and
projects further losses in the development of its business.

 At
August 31, 2025, the Company had a working capital surplus of approximately $ 506,000, however the Company's ability to continue
as a going concern is dependent upon its ability to generate profitable operations in the future and/or to obtain the necessary
financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. These
financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that may be necessary
should we be unable to continue as a going concern.

 We
do not have sufficient cash on hand to fund any portion of the Round Top Budget during our current fiscal year. We have
sufficient capital to fund our estimated general and administrative expenses only through August 31, 2026. In accordance with
our current projected budget, the Company does not have sufficient capital to fund its total cash calls during the fiscal
year ending August 31, 2026. Failure by the Company to make required cash calls to Round Top during the twelve month period
from the issuance date of these financial statements, would result in dilution to its membership interest in Round Top, which
is 18.779 % at August 31, 2025. Accordingly, the Company may be required to raise additional capital to fund its obligations
during the fiscal year ending August 31, 2026. There can be no assurance that the Company will be able to raise the necessary
capital to fund its cash calls (if it elects not to dilute its membership interest in lieu of funding the cash calls) and
expected general and administrative expenses. The Company may also seek to obtain short-term loans from the directors of the
Company. Based on these factors, there is substantial doubt as to the Company's ability to continue as a going concern
for a period of twelve months from the issuance date of these financial statements.

 Cash
and Cash Equivalents

 The
Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.
Cash and cash equivalents currently consists of demand deposits and money market accounts at commercial banks. The Company maintains
cash and cash equivalents at banks selected by management based upon their assessment of the financial stability of the institution.
Balances periodically exceed the federal depository insurance limit; however, the Company has not experienced any losses on deposits.

Exploration and Development Costs

 All
exploration expenditures are expensed as incurred. Costs of acquisition and option costs of mineral rights are capitalized upon
acquisition. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations.
If the Company does not continue with exploration after the completion of the feasibility study, the mineral rights will be expensed
at that time. Costs of abandoned projects are charged to mining costs including related property and equipment costs. To determine
if these costs are in excess of their recoverable amount, periodic evaluation of carrying value of capitalized costs and any related
property and equipment costs are based upon expected future cash flows and/or estimated salvage value in accordance with ASC 360-10-35-15,
 Impairment or Disposal of Long-Lived Assets.

 Warrants

 The
Company has issued freestanding warrants to purchase shares of common stock in connection with financing activities (see Note
6) and accounts for them in accordance with applicable accounting guidance as either liabilities or as equity instruments
depending on the specific terms of the warrant agreements.

 Issuance
of Debt and Equity

 The
Company issues complex financial instruments which include debt and equity features. We analyze each instrument under Accounting
Standards Codification ("ASC") 480, Distinguishing Liabilities from Equity, ASC 815, Derivatives and Hedging
 and, ASC 470, Debt, in order to establish whether such instruments should be classified as debt or equity in the financial
statements, and whether they include any embedded derivatives.

 Debt
Discount

 The
debt discount, which reduces the related debt balance in the balance sheets, is comprised of the issuance date fair value of warrants
issued with the debt. The debt discount is amortized to interest expense over the contractual term of the related debt using the
effective interest method.

 Share-based
Payments

 The
Company estimates the fair value of share-based compensation on the date of grant using the Black-Scholes valuation model, in
accordance with the provisions of ASC 718, Stock Compensation. Key inputs and assumptions used to estimate the fair value
of stock options include the exercise price of the award, the expected option term, market price of the underlying common stock,
volatility of the common stock, risk-free rate, and dividend yield. Estimates of fair value are not intended to predict actual
future events or the value ultimately realized by the option holders, and subsequent events are not indicative of the reasonableness
of the original estimates of fair value.

 Income
Taxes

 Income
taxes are computed using the asset and liability method, in accordance with ASC 740, Income Taxes. Under the asset and
liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting
and tax basis of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance
is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

 The
Company recognizes and measures a tax benefit from uncertain tax positions when it is more likely than not that the tax position
will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company recognizes
a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return.
The Company adjusts these liabilities when its judgement changes as a result of the evaluation of new information not previously
available. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially
different from the current estimate or future recognition of an unrecognized tax benefit. These differences will be reflected
as increases or decreases to income tax expense in the period in which they are determined. The Company recognizes interest and
penalties related to unrecognized tax positions within the income tax expense line in the consolidated statements of operations.
Management believes the Company has no uncertain tax positions at August 31, 2025 and 2024.

 Basic
and Diluted Income (Loss) Per Share

 The
Company computes income (loss) per share in accordance with ASC 260, Earnings Per Share, which requires presentation of
both basic and diluted earnings per share on the face of the consolidated statements of operations. Basic income (loss) per share
is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common
shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during
the period, including stock options and warrants using the treasury method. Dilutive income (loss) per share excludes all potential
common shares if their effect is anti-dilutive.

 At
August 31, 2025, options to purchase 820,000 shares of common stock and warrants to purchase 10,980,000 shares of common stock
were outstanding but not included in the computation of dilutive earnings per share because these options and warrants were antidilutive.

 Use
of Estimates

 The
preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those estimates.

 Fair
Value Measurements

 The
Company accounts for assets and liabilities measured at fair value in accordance with ASC 820, Fair Value Measurements and
Disclosures. ASC 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore,
a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset
or liability. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a fair
value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent
of the reporting entity (observable inputs that are classified with Levels 1 and 2 of the hierarchy) and the reporting entity's
own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).The three
levels of inputs used to measure fair value are as follows:

 Level
1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets.

 Level
2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or
indirectly.

 Level
3: Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management's
best estimate of fair value.

 The
Company's financial instruments consist principally of cash and cash equivalents, restricted investment and accounts payable
and accrued liabilities. The carrying amounts of such financial instruments in the accompanying financial statements approximate
their fair values due to their relatively short-term nature. It is management's opinion that the Company is not exposed
to any significant currency or credit risks arising from these financial instruments.

 Segment
Reporting

 In
accordance with ASC Topic 280 - "Segment Reporting (ASC 280)" the Company has determined that it has a single
operating and reporting segment. As a result, the Company's segment accounting policies are the same as described
herein and the Company does not have any material intra-segment sales and transfers of assets. The Company's Chief
Operating Decision Maker ("CODM") is the Chief Executive Officer (the "CEO"). The CEO, with the Chief
Financial Officer assesses the performance and makes operating decisions of the Company on a consolidated basis, based on the
Company's net increase/decrease in shareholder's equity resulting from operations ("net
income"/"net loss"). Company assets are not reviewed by the CODM at a different asset level or category,
but at the consolidated level. As the Company's operations are comprised of a single operating segment, the segment
assets are reflected on the accompanying Consolidated Balance Sheets as "total assets" and the significant
segment expenses are listed on the accompanying Consolidated Statement of Operations.

 Reclassifications

prior period amounts have been reclassified to conform to current period presentation. The reclassification had no effect on the
reported results of operations.

 Recent
Accounting Pronouncements

 In
November 2023, the FASB issued ASU No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures".
ASU 2023-07 requires additional disclosures for segment reporting, including disclosure of the title and position of the Chief
Operating Decision Maker and requires a public entity that has a single reportable segment to provide all the disclosures required
by amendments in ASU 2023-07, and all existing segment disclosures in Topic 280. ASU 2023 -07 is effective for fiscal periods
beginning after December 15, 2023. The Company adopted ASU 2023-07 effective for its Annual Report on this Form 10-K for the year
ended August 31, 2025. Since ASU 2023-07 addresses only disclosures, the adoption did not have a significant impact on the Company's
consolidated financial statements.

 In
December 2023, the FASB issued ASU No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures",
which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements.
Under ASU 2023-09, companies must consistently categorize and provide greater disaggregation of information in the rate reconciliation
and further disaggregate income taxes paid. ASU 2023-09 is effective for companies for annual reporting periods beginning after
December 15, 2024. The Company does not expect the adoption of ASU 2023-09 to have a significant impact on its consolidated financial
statements.

 In
November 2024, the FASB issued ASU No. 2024-03, "Income Statement - Reporting Comprehensive Income – Expense Disaggregation
Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses". Under ASU 2024-03 companies are required to
disclose disaggregated information about certain costs and expenses in the notes to the financial statements. ASU 2024-03 is effective
for companies for annual reporting periods beginning after December 15, 2026. The requirements can be applied either prospectively
or retrospectively. Although early adoption is permitted, the Company will adopt the pronouncement when the pronouncement becomes
effective on January 1, 2027. The Company does not expect the adoption of ASU 2024-03 to have a significant impact on its consolidated
financial statements.

 NOTE
3 – JOINT VENTURE ARRANGEMENTS

 In
August 2018, the Company and Morzev Pty. Ltd. ("Morzev") entered into an agreement (the "2018 Option Agreement")
whereby Morzev was granted the exclusive right to earn and acquire a 70 % interest in the Round Top Project by financing $ 10 million
of expenditures in connection with the Round Top Project, increasable to an 80 % interest, for an additional $ 3 million payment
to the Company. Morzev began engaging in business as USA Rare Earth and in May 2019 notified the Company that it was nominating
USA Rare Earth, LLC ("USARE") as the optionee under the terms of the 2018 Option Agreement. In August 2019, the Company
and USARE entered into an amended and restated option agreement as further amended on June 29, 2020 (the "2019 Option Agreement"
and collectively with the 2018 Option Agreement, the "Option Agreement"), whereby the Company restated its agreement
to grant USARE the exclusive right to earn and acquire a 70 % interest, increasable to an 80 % interest, in the Round Top Project.

 In
May 2021, and in accordance with the terms of the Option Agreement, the Company and USARE entered into a contribution agreement
("Contribution Agreement") whereby the Company and USARE contributed assets to Round Top, at the time a wholly-owned
subsidiary of the Company, in exchange for their initial ownership interests in Round Top, of which the Company initially owned
a membership interest equating to 20 % of Round Top and USARE initially owned a membership interest equating to 80 % of Round Top.
Concurrently therewith, the Company and USARE as the two members entered into a limited liability company agreement ("Operating
Agreement") governing the operations of Round Top which contains customary and industry standard terms as contemplated by
the Option Agreement. USARE serves as manager of Round Top.

 Upon
entry into the Contribution Agreement, the Company assigned the following contracts and assets to Round Top in exchange for its
initial 20 % membership interest in Round Top:

 the
assignment and assumption agreement with respect to the mineral leases from the Company to Round Top;

 the
 assignment and assumption agreement with respect to the surface lease from the Company
 to Round Top;

 the
 assignment and assumption agreement with respect to the surface purchase option from
 the Company to Round Top;

 the
 assignment and assumption agreement with respect to the water lease from the Company
 to Round Top; and

 the
 bill of sale and assignment agreement of existing data and other relevant contracts and
 permits with respect to Round Top owned by the Company.

 Upon
entry into the Contribution Agreement, USARE assigned the following assets to Round Top (or the Company, as applicable) for its
initial 80 % membership interest in Round Top:

 cash
 to Round Top to continue to fund Round Top operations in the amount of approximately
 $ 3,761,750 comprising the balance of the $ 10 million required expenditure to earn a 70 %
 interest in Round Top;

 cash
 in the amount of $ 3 million to the Company upon exercise of the USARE option to acquire
 from the Company an additional 10 % interest in Round Top, resulting in the aggregate
 ownership interest of 80 % in Round Top;

 bill
 of sale and assignment agreement of the Pilot Plant and other relevant contracts and
 permits to Round Top; and

 bill
 of sale and assignment agreement of existing data and intellectual property owned by
 USARE to Round Top.

 In
June 2023, the Company, USARE and the manager amended and restated the Operating Agreement and the following material amendments
to the Operating Agreement were adopted:

 Cash
Calls

 On
the basis of the adopted program and budget then in effect, the manager will submit to each member monthly cash calls at least
 10 days before the last day of each month, and within 10 days of receipt, (a) USARE will pay to RTMD, as an additional capital
contribution, its proportionate share of the estimated cash requirements based on its interest and (b) the Company will either
(i) pay to RTMD, as an additional capital contribution, its proportionate share of the estimated cash requirements based on its
interest, or (ii) deliver to RTMD a written notice indicating what amount, if any, of the applicable estimated cash requirements
that the Company will contribute (the "Notice of Non-Contribution"). Failure by the Company to deliver payment of
its proportionate share of the estimated cash requirements, as an additional capital contribution, or to deliver a Notice of Non-Contribution
within the 10 day period shall automatically be considered a "Deemed Non-Contribution" and shall have the same effect
as if the Company provided a timely Notice of Non-Contribution with respect to non-contribution of its entire proportionate share
of the applicable cash call.

 Remedies
for Failure to Meet Cash Calls

 Non-Contribution.
Capital contributions only will be made to fund programs and budgets. If the Company does not contribute all or any portion of
any additional capital contribution that it is required to contribute pursuant to a Notice of Non-Contribution or a Deemed Non-Contribution
(such unfunded amount shall be deemed the "Shortfall Amount"), then USARE shall fund the entire Shortfall Amount within
 5 business days after the Notice of Non-Contribution or Deemed Non-Contribution.

 Dilution.
Upon the contribution of the Shortfall Amount by USARE, the interests of the members will be recalculated based on the adjustment
provision set forth below in the sub-heading "– Adjustment of Interests".

 Maximum
Dilution. The dilution of the Company shall not fall below a 3 % interest in RTMD (the "Minimum Percentage Interest").
Upon the contribution by USARE of a Shortfall Amount which otherwise would result in a dilution of the Company below the Minimum
Percentage Interest, USARE will receive a priority distribution of available cash, in addition to a distribution of available
cash to which USARE otherwise is entitled to receive as a result of its proportionate additional capital contribution pursuant
to the applicable cash call request, up to the Shortfall Amount that would have resulted in the Company's interest being
further diluted but for the Minimum Percentage Interest (the "Priority Distribution"). The Priority Distribution will
continue until USARE has been reimbursed for its contribution of the Shortfall Amount that would have resulted in the Company
having an interest below the Minimum Percentage Interest, after which time the members shall receive distributions of available
cash pro rata in proportion to their respective interests.

 Adjustment
of Interests. If USARE contributes the Shortfall Amount, then the then current interest of the Company will be reduced (subject
to the Minimum Percentage Interest), effective as of each cash call under an additional capital contribution for the applicable
program and budget, by a fraction, expressed as a percentage:

 the
numerator of which equals the Shortfall Amount actually funded by USARE; and

 the
 denominator of which equals the market capitalization of the Company.

 Distributions

 Cash
in excess of authorized reserves will be distributed to the members pro-rata in proportion to their respective interests on a
periodic basis as determined by the management committee. RTMD will be required to make tax distributions to each member. Once
USARE has been paid the Priority Distribution, if applicable, all distributions made in connection with the sale or exchange of
all or substantially all of RTMD's assets and all distributions made in connection with the liquidation of RTMD will be
made to the members pro-rata in accordance with their respective interests.

 Other
material terms of the Operating Agreement that remain unchanged are as follows:

 A
management committee will make the major decisions of RTMD, such as approval of the respective program and budget, and the manager
will implement such decisions. The management committee consists of three representatives of the members, with two being appointed
by USARE and one by the Company which is Dan Gorski. The representatives vote the ownership percentage interests of their appointing
member.

Committee Meetings

 Meetings
will be held every three months unless otherwise agreed. For matters before the management committee that require a vote, voting
is by simple majority except for certain "major decisions" that require a unanimous vote. So long as the Company maintains
a 15 % or greater ownership interest, the nine decisions identified in the bullet points below require unanimous approval. If the
Company's ownership interest falls below 15 %, the number of unanimous decisions is reduced to five (being the first five
bullet points below). If the Company is acquired by a REE mining company or sells its ownership interest to a REE mining company,
in each case who elects a majority of the Company's board, this unanimous approval requirement can be suspended by USARE,
at its option. The major decisions requiring unanimous approval, as set forth above, are:

 approval
of an amendment to any program and budget that causes the program and budget to increase by 15 % or more, except for emergencies;

 other
 than purchase money security interests or other security interests in RTMD equipment
 to finance the acquisition or lease of RTMD equipment used in operations, the consummation
 of a project financing or the incurrence by RTMD of any indebtedness for borrowed money
 that requires the guarantee by any member of any obligations of RTMD;

 substitution
 of a member under certain circumstances and dissolution of RTMD;

 the
 issuance of an ownership interest or other equity interest in RTMD, or the admission
 of any person as a new member of RTMD, other than in connection with the exercise of
 a right of first offer by a member;

 the
 redemption of all or any portion of an ownership interest, except for limited circumstances
 provided for in the Operating Agreement;

 a
 decision to grant authorization for RTMD to file a petition for relief under any chapter
 of the United States Bankruptcy Code, to consent to such relief in any involuntary petition
 filed against RTMD by any third party, or to admit in writing any insolvency of RTMD
 or inability to pay its debts as they become due, or to consent to any receivership of
 RTMD;

 acquisition
 or disposition of significant mineral rights, other real property or water rights outside
 of the area of interest as set forth in the Operating Agreement or outside of the ordinary
 course of business;

 the
 merger of RTMD into or with any other entity; and

 the
 sale of all or substantially all of RTMD's assets.

 Manager

 The
manager will manage, direct and control operations in accordance with program and budget, will prepare and present to the management
committee a proposed program and budget, and will generally oversee and implement all of the day to day activities of RTMD. The
manager will conduct necessary equipment and materials procurement and property and equipment maintenance activities, with all
operations to be conducted in accordance with adopted program and budget.

 The
Company accounts for its interest in Round Top using the proportionate consolidation method, which is an exception available to
entities in the extractive industries, thereby recognizing its pro-rate share of the assets, liabilities, and operations of Round
Top in the appropriate classifications in the financial statements.

 NOTE
4 – MINERAL PROPERTIES

 As
further discussed in Note 3, Joint Venture Arrangements, in May 2021, the Company assigned all rights and obligations related
to the Round Top Project to Round Top in exchange for a 20 % interest. The following discussion of the "August 2010 Lease",
"November 2011 Lease", "March 2013 Lease", and "October 2014 Surface Option and Water Lease"
pertain to the Round Top Project and were assigned to Round Top in May 2021.

 August
2010 Lease

 On
August 17, 2010, the Company executed a new mining lease with the Texas General Land Office covering Sections 7 and 18 of Township
7, Block 71 and Section 12 of Block 72, covering approximately 860 acres at Round Top Mountain in Hudspeth County, Texas. The
mining lease issued by the Texas General Land Office provides for the right to explore, produce, develop, mine, extract, mill,
remove, and market rare earth elements, all other base and precious metals, industrial minerals and construction materials and
all other minerals excluding oil, gas, coal, lignite, sulfur, salt, and potash. The term of the lease is nineteen years so long
as minerals are produced in paying quantities.

 Under
the terms of the lease, Round Top is obligated to pay the State of Texas a total lease bonus of $ 142,518. The Company paid $ 44,718
upon the execution of the lease, and Round Top will be required to pay the remaining $ 97,800 upon submission of a supplemental
plan of operations to conduct mining. Upon the sale of any minerals removed from the Round Top Project, Round Top will pay the
State of Texas a $ 500,000 minimum advance royalty. Thereafter, if paying quantities of minerals are obtained, Round Top will be
required to pay the State of Texas a production royalty equal to eight percent of the market value of uranium and other fissionable
materials removed and sold from the Round Top Project and six and one quarter percent of the market value of all other minerals
removed and sold. If paying quantities have not been obtained, Round Top may pay additional delay rental fees to extend the term
of the lease for successive one ( 1) year periods pursuant to the following schedule:

 Schedule of August 2010 Lease

 Per Acre

 Total

 September 2, 2025 – 2029

 178,873

 In
August 2025, Round Top paid the State of Texas a delay rental to extend the term of the lease in an amount equal to $ 178,873.

 November 2011 Lease

 On
November 1, 2011, the Company executed a mining lease with the State of Texas covering approximately 90 acres of land that is
adjacent to the August 2010 Lease. Under the lease, the Company paid the State of Texas a lease bonus of $ 20,700 upon the execution
of the lease. Upon the sale of minerals removed from the Round Top Project, Round Top will be required to pay the State of Texas
a $ 50,000 minimum advance royalty. Thereafter, if paying quantities of minerals are obtained, Round Top will be required to pay
the State of Texas a production royalty equal to eight percent of the market value of uranium and other fissionable materials
removed and sold from the Round Top Project and six and one quarter percent of the market value of all other minerals. If paying
quantities have not been obtained, Round Top may pay additional delay rental fees to extend the term of the lease for successive
one ( 1) year periods pursuant to the following schedule:

 Schedule of November 2011 Lease

 Per Acre

 Total

 November 1, 2025 – 2029

 18,000

 In
August 2025, Round Top paid the State of Texas a delay rental to extend the term of the lease in an amount equal to $ 18,000.

 March
2013 Lease

 On
March 6, 2013, the Company purchased the surface lease at the Round Top Project, known as the West Lease, from the Southwest
Wildlife and Range Foundation (since renamed the Rio Grande Foundation) for $ 500,000 cash and 1,063,830 shares of common
stock valued at $ 500,000. The Company also agreed to support the Foundation through an annual payment of $ 45,000 for ten
years to support conservation efforts within the Rio Grande Basin. The West Lease comprises approximately 54,990 acres. The
purchase of the surface lease provides unrestricted surface access for the potential development and mining of the Round Top
Project.

 October
2014 Surface Option and Water Lease

 On
October 29, 2014, the Company announced the execution of agreements with the Texas General Land Office securing the option to
purchase the surface rights covering the potential Round Top project mine and plant areas and, separately, a groundwater lease.
The option to purchase the surface rights covers approximately 5,670 acres over the mining lease. Round Top may exercise the option
for all or part of the option acreage at any time during the sixteen-year primary term of the mineral lease. The option can be
maintained through annual payments of $ 10,000. The purchase price will be the appraised value of the surface at the time of option
exercise. All annual payments have been made as of the date of this filing.

 The
ground water lease secures the right to develop the ground water within a 13,120 -acre lease area located approximately 4 miles
from the Round Top deposit. The lease terms include an annual minimum production payment of $ 5,000 prior to production of water
for the operation. After initiation of production Round Top will pay $ 0.95 per thousand gallons or $ 20,000 annually, whichever
is greater. This lease remains in effect so long as the mineral lease is in effect.

 Potential
Santa Fe Gold Corporation/Alhambra Project

 In
November 2021, the Company entered into a mineral exploration and option agreement with Santa Fe Gold Corporation ("Santa
Fe"). Under the option agreement, the Company has the right to pursue a joint venture arrangement with Santa Fe to jointly
explore and develop a target silver property to be selected by the Company among patented and unpatented mining claims held by
Santa Fe within the Black Hawk Mining District in Grant County, New Mexico. Completion of a joint venture agreement, if any, is
subject to the successful outcome of a multi-phase exploration plan leading to a bankable feasibility study to be undertaken in
the near future by the Company. Under the contemplated terms of the proposed joint venture agreement, the Company would be project
operator and initially own 50.5 % of the joint venture while Santa Fe would initially own 49.5 %. Additional terms of the joint
venture are to be negotiated between the Company and Santa Fe in the future.

 Under
the terms of the option agreement, the Company plans to conduct a district-wide evaluation among the patented and unpatented claims
held by Santa Fe, as well as the area of interest, consisting of geologic mapping, sampling, trenching, radiometric surveying,
geophysics, drilling and/or other methods as warranted. Based on the district-wide evaluation, the Company would designate a "project
area or areas," the size or sizes of which will be decided at the time, and commence development work. The property covered
in the option agreement is approximately 1,600 acres and covers approximately 75 % of the Black Hawk Mining District. The area
to be studied also includes a two -mile radius "area of interest." The term of the option is for so long as the Company
continues to conduct exploration activities in the Project Area (although there can be no assurance that the Company will continue
to conduct exploration activities in any future period, due to lack of financial resources or otherwise) and can be exercised
on 60 days' notice to Santa Fe. During the term of the option and subject to limited exceptions, Santa Fe has agreed not
to transfer any portion of its patented and unpatented mining claims within the Black Hawk Mining District without granting the
Company the right of first refusal.

 Carlise
Mine

 In
December 2024, Dan Gorski, our chief executive officer and a director, assigned all of his ownership interest in the Carlisle
mine and related real estate to a wholly-owned subsidiary of the Company in consideration for a $ 75,000 promissory note, without
interest, due and payable by the Company in December 2025, secured by the property conveyed. Mr. Gorski acquired this property
for $ 75,000 in 2022. The Carlisle mine and related real estate consist of the following:

 Carlisle
Millsite, patent No. 280, described as Section 12, township 17S, range 21W, comprising 5.00 acres, more or less;

 Homestead
Lode, patent No. 283, described as Section 12, township 17S, range 21W, comprising 17.91 acres, more or less;

 Columbia
Lode, patent No. 284, Described as Section 12, township 17S, range 21W, comprising 19.46 acres, more or less; and

 Carlisle
Lode, patent No. 279, described as Section 01, township 17S, range 21W, compromising 20.660 acres, more or less..

 NOTE
5 – RECLAMATION

 In
connection with a Minimum Impact Exploration Permit No. GR094EM issued by the New Mexico Mining and Minerals Division, the Company
was required to provide an irrevocable standby letter of credit as financial support for reclamation costs. As of August 31, 2025
and August 31, 2024, there were $ 38,766 and $ 0, respectively, of outstanding letters of credit. The Company has legally pledged
a certificate of deposit in the amount of $ 38,766, which is included in non-current restricted investments, for purposes of settling
reclamation obligations that may become due.

 NOTE
6 – CONVERTIBLE NOTES PAYABLE

 Notes
and Warrants Issued Pursuant to the Loan Agreements Dated February 10, 2025

 On
February 20, 2025, pursuant to the closing of the $ 848,000 of debt financing in accordance with the Loan Agreements dated February
10, 2025, the Company issued to thirteen accredited investors unsecured promissory notes in the principal amount of $ 848,000 ("Notes")
and, as additional consideration for effecting the loans, on February 20, 2025, the Company issued these thirteen investors warrants
("Warrants") to purchase an aggregate of up to 8,480,000 shares of common stock, par value $ 0.01 per share ("Common
Stock").

 The
Notes issued to the thirteen investors (i) are in the aggregate principal amount of $ 848,000, (ii) do not bear interest, (iii)
mature and are due and payable on August 10, 2025, (iv) are convertible at any time on or prior to the maturity date, at the option
of the holders, into shares of Common Stock at a conversion price of $ 0.30 per share, and (v) are exchangeable, at the option
of the holders, into any Company debt or equity securities issued by the Company for cash consideration in any financing exceeding
$ 1,000,000 that closes on or prior to August 10, 2025, by exchanging the principal amount of the Note(s) for an investment in
the financing equal to the principal amount of the Note(s) so exchanged. The principal amount of $ 848,000 is convertible into
an aggregate of 2,826,667 shares of Common Stock. The Notes are prepayable by the Company at any time, without penalty, prior
to maturity. Upon an event of default, the Notes may become immediately due and payable.

 The
Warrants issued to the thirteen investors are exercisable, at any time on or prior to February 10, 2030, to purchase an aggregate
of 8,480,000 shares of Common Stock at a purchase price of $ 0.30 per share. The Company has granted piggy-back registration rights
with respect to the resale of the shares of Common Stock underlying the Warrants and, commencing on February 10, 2026, if the
resale of the underlying shares may not be effected pursuant to an effective resale registration statement, the Warrants provide
for a net issuance exercise.

 On
February 20, 2025, with respect to these thirteen investors, the Company issued to: (i) four of these investors that are directors
Notes representing an aggregate principal amount of $ 203,000 (convertible into up to 676,667 shares of Common Stock) and Warrants
exercisable to purchase up to 2,030,000 shares of Common Stock, with Mr. Marchese being issued a Note in the principal amount
of $ 100,000 and a Warrant exercisable for 1,000,000 shares of Common Stock, Mr. Wall being issued Notes in the aggregate principal
amount of $ 75,000 and Warrants exercisable for an aggregate of 750,000 shares of Common Stock, Mr. Gorski being issued a Note
in the principal amount of $ 20,000 and a Warrant exercisable for 200,000 shares of Common Stock, and Mr. Malhotra being issued
a Note in the principal amount of $ 8,000 and a Warrant exercisable for 80,000 shares of Common stock; and (ii) three of these
investors that are adult family members of Mr. Marchese were issued Notes in the aggregate amount of $ 225,000 (convertible into
up to 750,000 shares of Common Stock) and Warrants exercisable to purchase up to 2,250,000 shares of Common Stock.

 The
Company received $ 848,000 in gross proceeds from the offering. At inception, the proceeds for the Notes and Warrants were allocated
on a relative fair value basis. The Company assessed the Notes for embedded derivatives requiring bifurcation in accordance with
ASC 815-15 and did not bifurcate any derivatives.

 The
Notes are measured at amortized cost. Interest expense, representing the amortization of the $ 575,235 of initial relative fair
value of the Warrants is amortized using an effective interest rate of 250 % over the term of the Notes. The Company recorded $ 575,235
of interest expense related to the Notes during the year ended August 31, 2025.

the year ended August 31, 2025, all of the Company's Notes were converted into shares of the Company's common stock
pursuant to the terms of the respective note agreements. Upon conversion, the aggregate principal amount of $ 848,000 was converted
into 2,826,667 shares of common stock at a conversion price of $ 0.30 per share. As a result of the conversion, the carrying amount
of the Notes was reclassified from liabilities to shareholders' equity, and no gain or loss was recognized. Following the
conversion, the Company had no convertible notes outstanding as of August 31, 2025.

 The
Warrants met all requirements to be classified in equity pursuant to ASC 815-40.

 Notes and Warrants Issued Pursuant to the
Loan Agreements Dated February 18, 2025

 On
February 18, 2025, the Company entered into a Loan Agreement (identical to the Loan Agreement dated February 10, 2025) with two
accredited investors (one of which is the adult son-in-law of Mr. Wall), pursuant to which the two accredited investors agreed
to lend the Company an aggregate principal amount of $ 250,000.

 On
February 20, 2025, pursuant to the closing of the $ 250,000 of debt financing in accordance with the Loan Agreements dated
February 18, 2025, the Company issued to the two investors unsecured Notes (identical to the Notes issued pursuant to the
Loan Agreements dated February 10, 2025) in the principal amount of $ 250,000 and, as additional consideration for effecting
the loans, on February 20, 2025, the Company issued to these two investors Warrants (identical to the Warrants issued
pursuant to the Loan Agreements dated February 10, 2025) to purchase an aggregate of up to 2,500,000 shares of Common
Stock.

 The
Notes issued to the two investors (i) are in the aggregate principal amount of $ 250,000, (ii) do not bear interest, (iii) mature
and are due and payable on August 10, 2025, (iv) are convertible at any time on or prior to the maturity date, at the option of
the holders, into shares of Common Stock at a conversion price of $ 0.30 per share, and (v) are exchangeable, at the option of
the holders, into any Company debt or equity securities issued by the Company for cash consideration in any financing exceeding
$ 1,000,000 that closes on or prior to August 10, 2025, by exchanging the principal amount of the Note(s) for an investment in
the financing equal to the principal amount of the Note(s) so exchanged. The principal amount of $ 250,000 is convertible into
an aggregate of 833,333 shares of Common Stock. The Notes are prepayable by the Company at any time, without penalty, prior to
maturity. Upon an event of default, the Notes may become immediately due and payable.

 The
Warrants issued to the two investors are exercisable, at any time on or prior to February 10, 2030, to purchase an aggregate of
 2,500,000 shares of Common Stock at a purchase price of $ 0.30 per share. The Company has granted piggy-back registration rights
with respect to the resale of the shares of Common Stock underlying the Warrants and, commencing on February 10, 2026, if the
resale of the underlying shares may not be effected pursuant to an effective resale registration statement, the Warrants provide
for a net issuance exercise.

 On
February 20, 2025, with respect to one of two investors who is an adult son-in-law of Mr. Wall, the Company issued a Note in the
principal amount of $ 50,000 (convertible into up to 166,667 shares of Common Stock) and Warrants exercisable to purchase up to
 500,000 shares of Common Stock.

 The
Company received $ 250,000 in gross proceeds from the offering. At inception, the proceeds for the Notes and Warrants were allocated
on a relative fair value basis. The Company assessed the Notes for embedded derivatives requiring bifurcation in accordance with
ASC 815-15 and did not bifurcate any derivatives.

 The
Notes are measured at amortized cost. Interest expense, representing the amortization of the $ 170,898 of initial relative fair
value of the Warrants is amortized using an effective interest rate of 267 % over the term of the Notes. The Company recorded $ 170,898
of interest expense related to the Notes during the year ended August 31, 2025.

the year ended August 31, 2025, all of the Company's Notes were converted into shares of the Company's common stock
pursuant to the terms of the respective note agreements. Upon conversion, the aggregate principal amount of $ 250,000 was converted
into 833,334 shares of common stock at a conversion price of $ 0.30 per share. As a result of the conversion, the carrying amount
of the Notes was reclassified from liabilities to shareholders' equity, and no gain or loss was recognized. Following the
conversion, the Company had no convertible notes outstanding as of August 31, 2025.

 The
Warrants met all requirements to be classified in equity pursuant to ASC 815-40.

 NOTE
7 – INCOME TAXES

 The
following table sets forth a reconciliation of the federal income tax benefit to the United States federal statutory rate of 21 %
for the years ended August 31, 2025 and 2024:

 Schedule of effective income tax rate reconciliation

 2025

 2024

 Income tax benefit at 21% statutory rate

 $
 405,983

 $
 174,932

 Stock-based compensation

 ( 54,825
)

 ( 51,398
)

 Amortization of debt discount

 ( 156,688
)

 —

 Other

 136,567

 —

 Increase in valuation allowance

 ( 331,037
)

 ( 123,534
)

 $
 —

 $
 —

 The
tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as a
deferred tax asset and liability. Significant components of the deferred tax assets are set out below along with a valuation allowance
to reduce the net deferred tax asset to zero.

has established a valuation allowance because, based on an analysis of the tax benefits underlying deferred tax assets, it is
unable to establish that it is more-likely- than-not that a tax benefit will be realized. Significant components of deferred tax
asset at August 31, 2025 and 2024 are as follows:

 Schedule of deferred tax assets and liabilities

 2025

 2024

 Net operating loss carryforward

 $
 5,070,788

 $
 4,810,496

 Difference in property and equipment basis

 1,047,789

 977,043

 Less valuation allowance

 ( 6,118,577
)

 ( 5,787,539
)

 Net deferred tax asset

 $
 —

 $
 —

 As
a result of a change in control effective in April 2007, net operating losses prior to that date may be partially or entirely
unavailable under tax law, to offset future income and; accordingly, these net operating losses are excluded from deferred tax
assets.

 The
net operating loss carryforward in the approximate amount of $ 24,147,000 began to expire in 2028.

 The
Company files income tax returns in the United States and in one state jurisdiction. With few exceptions, the Company is no longer
subject to United States federal income tax examinations for fiscal years ended on or before August 31, 2021 and no longer subject
to state tax examinations for years prior to 2023.

 NOTE
8 – SHAREHOLDERS' EQUITY

 The
Company's authorized capital stock consists of 100,000,000 shares of common stock, with a par value of $ 0.01 per share,
and 10,000,000 preferred shares with a par value of $ 0.001 per share.

 All
shares of common stock have equal voting rights and, when validly issued and outstanding, are entitled to one non-cumulative vote
per share in all matters to be voted upon by shareholders. Shares of common stock have no pre-emptive, subscription, conversion
or redemption rights and may be issued only as fully paid and non-assessable shares. Holders of common stock are entitled to equal
ratable rights to dividends and distributions with respect to the common stock, as may be declared by the Company's Board
of Directors (the "Board") out of funds legally available. In the event of a liquidation, dissolution or winding up
of the affairs of the Company, the holders of common stock are entitled to share ratably in all assets remaining available for
distribution to them after payment or provision for all liabilities and any preferential liquidation rights of any preferred stock
then outstanding.

 Following
is an analysis of common stock issuances during the years ended August 31, 2025 and 2024:

 Issuances
during the fiscal year ended August 31, 2025

 In
October 2024, we issued 244,599 shares of Common Stock related to director fees earned and expensed during the year ended August
31, 2024.

the year ended August 31, 2025, the Company issued 606,848 shares of common stock valued at a market value of $ 175,373, as payment
for director fees. In addition, the Company recognized stock compensation and a corresponding charge to additional paid-in capital
in the amount of $ 85,700 for director's fees earned during the quarter ended August 31, 2025. The Company issued the related
 123,132 shares of Common Stock in October 2025.

 On
August 12, 2025, the Company issued 3,660,000 shares of Common Stock upon conversion of its convertible notes payable. See Note
6, Convertible Notes Payable, for additional discussion.

 In
connection with the loan agreements dated February 10, 2025, the Company issued warrants that are exercisable, at any time on
or prior to February 10, 2030, to purchase an aggregate of 8,480,000 shares of Common Stock at a purchase price of $ 0.30 per share.
The Company has granted piggy-back registration rights with respect to the resale of the shares of Common Stock underlying the
warrants and, commencing on February 10, 2026, if the resale of the underlying shares may not be effected pursuant to an effective
resale registration statement, the warrants provide for a net issuance exercise.

 In
connection with the loan agreements dated February 18, 2025, the Company issued warrants that are exercisable, at any time on
or prior to February 10, 2030, to purchase an aggregate of 2,500,000 shares of Common Stock at a purchase price of $ 0.30 per share.
The Company has granted piggy-back registration rights with respect to the resale of the shares of Common Stock underlying the
warrants and, commencing on February 10, 2026, if the resale of the underlying shares may not be effected pursuant to an effective
resale registration statement, the warrants provide for a net issuance exercise.

 The
warrants were determined to be a separate unit of account from the convertible notes based on an evaluation of the
contractual terms of the convertible notes and the warrant agreements. As a result, amount were allocated to the convertible
notes and the warrants using the relative fair value method at the date of issuance. At issuance, the fair value of the
warrants and convertible notes totaled approximately $ 3,500,000 and $ 1,600,000, respectively. The proceeds assigned to the
warrants totaling $ 746,133 was recognized as additional paid-in capital and a corresponding
discount on the convertible notes. The fair values of the warrants as of the issuance date were determined using the
Black-Scholes option pricing model and the following assumptions:

 Risk-free
 interest rate

 4.34 %
 - 4.40 %

 Expected
 dividend yield

 0.00 %

 Expected
 term in years

 5.00

 Expected
 volatility

 89.86 %

 There
were 10,980,000 warrant shares issued and outstanding as of August 31, 2025. See Note 6 – Convertible Notes Payable for
further discussion of the warrants and Note 10 – Subsequent Events for warrants exercised subsequent to August 31, 2025.

 Issuances
during the fiscal year ended August 31, 2024

 In
October 2023, the Company issued 56,547 shares of common stock to directors for fees earned and expensed during the year ended
August 31, 2023.

the year ended August 31, 2024, the Company issued 509,017 shares of common stock valued at a market value of $ 152,845, as payment
for director fees. In addition, the Company recognized stock compensation and a corresponding charge to additional paid-in capital
in the amount of $ 52,833 for director's fees earned during the quarter ended August 31, 2024. The Company issued the related
 244,599 shares of common stock in October 2024.

the year ended August 31, 2024, the holder of 50,000 common stock options were exercised for total cash consideration of $ 11,000.
The exercise price of the common stock options was $ 0.22 per share.

 Options

 The
following table sets forth certain information as of August 31, 2025 and 2024 concerning common stock that may be issued upon
the exercise of options issued under the Amended 2008 Plan and outside of the Amended 2008 Plan (all options are fully vested
and exercisable at August 31, 2025 and 2024):

 Schedule of options

 Weighted
 Average
 Exercise
 Price

 Weighted
 Average
 Remaining
 Contractual
 Life

 Aggregate
 Intrinsic
 Value

 Outstanding, vested and exercisable at

 1,030,000

 $
 0.80

 2.79

 $
 693,300

 Options granted

 120,000

 1.97

 —

 —

 Options exercised

 ( 50,000
)

 0.22

 —

 —

 Options cancelled/forfeited/expired

 ( 180,000
)

 0.45

 —

 —

 Options vested and exercisable at August 31, 2024

 920,000

 1.06

 3.25

 784,476

 Options granted

 —

 —

 —

 —

 Options exercised

 —

 —

 —

 —

 Options cancelled forfeited/expired

 ( 100,000
)

 0.22

 —

 —

 Options vested and exercisable at August 31, 2025

 $
 820,000

 $
 1.16

 2.59

 $
 —

 In
September 2008, the Board adopted the 2008 Stock Option Plan (the "2008 Plan"), which was approved by the Company's
shareholders and provided 2,000,000 shares available for grant. In 2011, 2012, and 2016, the Board adopted amendments to the 2008
Plan, approved by the shareholders, that increased the shares available for issuance under the 2008 Plan by a total of 7,000,000
shares (as amended, the "Amended 2008 Plan"). No further securities are eligible to be issued pursuant to the Amended
2008 Plan.

the year ended August 31, 2025, the Company did not grant any stock options.

the year ended August 31, 2024, the Company granted a total of 120,000 non-qualified, non-plan stock options, with a fair
value of $ 39,075 on the date of grant, to a consultant. The fair value of the options was determined using the Black-Scholes
option-pricing model. The weighted average assumptions used to calculate the fair market value are as follows: (i) risk-free
interest rate of 4.00 %, (ii) estimated volatility of 202 % (iii) dividend yield of 0.00 % and (iv) expected life of all options
of 5 years. The Company recognized the full $ 39,075 as compensation expense during the year ended August 31, 2024.

 Warrants

 Warrant
activity for the years ended August 31, 2025 and 2024 was as follows:

 Schedule of warrants

 Weighted
 Average
 Exercise
 Price

 Weighted
 Average
 Remaining
 Contractual
 Life
 (In Years)

 Aggregate
 Intrinsic
 Value

 Outstanding and exercisable at August 31, 2023

 —

 $
 —

 —

 $
 —

 Warrants granted

 —

 —

 —

 —

 Warrants exercised

 —

 —

 —

 —

 Warrants cancelled/forfeited/expired

 —

 —

 —

 —

 Outstanding and exercisable at August 31, 2024

 —

 —

 —

 —

 Warrants granted

 10,980,000

 0.30

 4.5

 —

 Warrants exercised

 —

 —

 —

 —

 Warrants cancelled forfeited/expired

 —

 —

 —

 —

 Outstanding and exercisable at August 31, 2025

 10,980,000

 $
 0.30

 4.5

 $
 9,442,800

 NOTE
9 – RELATED PARTIES

members of our board of directors and their immediate family members participated in the Loan Agreements as further discussed
in Note 6 – Convertible Notes Payable.

 In
December 2024, the Company acquired an ownership interest in the Carlisle Mine and related real estate from Dan Gorski, the Company's
Chief Executive Officer and a director, in consideration for a promissory note in the amount of $ 75,000. See Note 4 – Mineral
Properties, for additional information.

the three and twelve months ended August 31, 2025, the Company engaged a family member of a board member for consulting purposes
and incurred and paid $ 1,500, in costs which is included in general and administrative expenses in the accompanying consolidated
statements of operations.

 NOTE
10 – SUBSEQUENT EVENTS

 Subsequent
to August 31, 2025, holders of the Company's outstanding equity-classified warrants issued in February 2025 exercised an
aggregate of 2,100,000 warrants to purchase 2,100,000 shares of the Company's common stock at an exercise price of $ 0.30
per share. The Company received total cash proceeds of approximately $ 630,000 in connection with these warrant exercises.

 Because
the warrants were previously classified within shareholders' equity, the exercises did not result in the recognition of
any gain or loss in the Company's consolidated statement of operations. The proceeds from the exercises were recorded as
increases to common stock and additional paid-in capital.

 Following
these exercises, 8,880,000 warrants remain outstanding as of the date these financial statements were issued.

 On
October 15, 2025, the Company issued an aggregate of 123,132 shares of Common Stock to its directors in lieu of cash directors'
fees and on October 15, 2025, the Company issued 257,407 shares of Common Stock to a director upon a cashless exercise of a previously
issued Common Stock option.

evaluated subsequent events through November 28, 2025, the date the financial statements
were available to be issued, and determined that no other material subsequent events occurred that would require adjustment to or disclosure
in the accompanying consolidated financial statements.

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None

 ITEM
9A. CONTROLS AND PROCEDURES

 Disclosure
Controls and Procedures

 At
the end of the period covered by this Annual Report on Form 10-K for the fiscal year ended August 31, 2025, an evaluation was
carried out under the supervision of and with the participation of our management, including the Chief Executive Officer ("CEO")
and Chief Financial Officer ("CFO"), of the effectiveness of the design and operations of our disclosure controls
and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act). Based on that evaluation the CEO and
the CFO have concluded that as of the end of the period covered by this Annual Report, our disclosure controls and procedures
were not effective in ensuring that: (i) information required to be disclosed by us in reports that we file or submit to the SEC
under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and
forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated
to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.

 Management's
Report on Internal Control over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles ("GAAP"). Management has assessed the effectiveness of internal
control over financial reporting based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") in Internal Control-Integrated Framework. A material weakness, as defined by SEC rules,
is a control deficiency, or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement
of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses in
internal control over financial reporting that were identified are:

 a)
 We
 did not maintain sufficient personnel with an appropriate level of technical accounting
 knowledge, experience, and training in the application of GAAP commensurate with our
 complexity and our financial accounting and reporting requirements. We have limited experience
 in the areas of financial reporting and disclosure controls and procedures. As a result,
 there is a lack of monitoring of the financial reporting process and there is a reasonable
 possibility that material misstatements of the financial statements, including disclosures,
 will not be prevented or detected on a timely basis; and

 b)
 Due
 to our small size, we do not have a proper segregation of duties in certain areas of
 our financial reporting process. The areas where we have a lack of segregation of duties
 include cash receipts and disbursements, approval of purchases and approval of accounts
 payable invoices for payment. This control deficiency, which is pervasive in nature,
 results in a reasonable possibility that material misstatements of the financial statements
 will not be prevented or detected on a timely basis.

 As
a result of the existence of these material weaknesses as of August 31, 2025, management has concluded that we did not maintain
effective internal control over financial reporting as of August 31, 2025, based on the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.

 This
Annual Report does not include an attestation report of the Company's independent registered public accounting firm regarding
internal control over financial reporting. Management's report was not subject to attestation by our independent registered
public accounting firm pursuant to rules of the SEC that permit the company to provide only management's report in this
Annual Report.

 Changes
to Internal Controls and Procedures over Financial Reporting

 We
regularly review our system of internal control over financial reporting to ensure we maintain an effective internal control environment.
There were no changes in our internal control over financial reporting that occurred during the year that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.

 Management's
Remediation Plans

 We
will look to increase our personnel resources and technical accounting expertise within the accounting function. Management
believes that hiring additional knowledgeable personnel with technical accounting expertise will remedy the material
weakness: insufficient personnel with an appropriate level of technical accounting knowledge, experience, and training in the
application of GAAP commensurate with our complexity and our financial accounting and reporting requirements.

 ITEM
9B. OTHER INFORMATION

 None.

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not
applicable.

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Code
of Business Conduct and Ethics

 Our
Board adopted a Code of Business Conduct and Ethics (the "Code of Ethics") that applies to all of our directors, officers
and employees, including our principal executive officer, principal financial officer and principal accounting officer, which
is available on our website. Our Code of Ethics is a "code of ethics," as defined in Item 406(b) of Regulation S-K.
We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of ethics on our
website.

 Insider
Trading Policy

 We
have adopted an Insider Trading Policy governing the purchase, sale and/or other dispositions of our securities by our directors,
officers and employees. A copy of the Insider Trading Policy was filed as an exhibit to the annual report for the fiscal year
ended August 31, 2024.

 Limitation
on Liability and Indemnification Matters

 Our
charter contains provisions that limit the liability of our directors for damages to the fullest extent permitted by Delaware
law. Consequently, our directors will not be personally liable to us or our stockholders for damages as a result of an act or
failure to act in his or her capacity as a director, unless:

 the
presumption that directors are acting in good faith, on an informed basis, and with a view to the interests of the Company has
been rebutted; and

 it
is proven that the director's act or failure to act constituted a breach of his or her fiduciary duties as a director and
such breach involved intentional misconduct, fraud or a knowing violation of law.

 The
remaining information required by Item 10 is incorporated herein by reference from our Definitive Proxy Statement for the 2026
Annual Meeting of Stockholders ("2026 Proxy") to be filed pursuant to Regulation 14A within 120 days after the close
of the fiscal year ended August 31, 2025.

 ITEM
11. EXECUTIVE COMPENSATION

 The
information required by Item 11 is incorporated herein by reference from our 2026 Proxy to be filed pursuant to Regulation 14A
within 120 days after the close of the fiscal year ended August 31, 2025.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The
information required by Item 12 is incorporated herein by reference from our 2026 Proxy to be filed pursuant to Regulation 14A
within 120 days after the close of the fiscal year ended August 31, 2025.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 The
information required by Item 13 is incorporated herein by reference from our 2026 Proxy to be filed pursuant to Regulation 14A
within 120 days after the close of the fiscal year ended August 31, 2025.

 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 The
Company's independent registered public accounting firm is Ham, Langston & Brezina, L.L.P., PCAOB ID: 298.

 The
information required by Item 14 is incorporated herein by reference from our 2026 Proxy to be filed pursuant to Regulation 14A
within 120 days after the close of the fiscal year ended August 31, 2025.

 PART
IV

 ITEM
15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES

 Documents
filed as part of this Annual Report on Form 10-K or incorporated by reference:

 (1)
 The
 financial statements are listed on the "Index to Financial Statements" in
 Item 8.

 (2)
 Financial
Statement Schedules (omitted because the Company is a smaller reporting issuer). The following exhibits are attached hereto or
are incorporated by reference:

 Exhibit

 No.

 Description

 2.1

 Plan
 of Conversion, dated August 24, 2012, incorporated by reference to Exhibit 2.1 of our Form 8-K filed with the SEC on August
 29, 2012.

 3.1

 Certificate of Conversion, incorporated by reference to Exhibit 3.1 of our Form 8-K filed with the SEC on August 29, 2012.

 3.2

 Certificate of Incorporation, incorporated by reference to Exhibit 3.2 of our Form 8-K filed with the SEC on August 29, 2012.

 3.3

 Certificate of Amendment, incorporated by reference to Exhibit 3.1 of our Form 8-K filed with the SEC on March 18, 2016.

 3.4

 Bylaws, incorporated by reference to Exhibit 3.3 of our Form 8-K filed with the SEC on August 29, 2012.

 3.5

 Common
 Stock, par value $0.01; 100,000,000 shares authorized, 72,869,220 shares issued and outstanding as of August 31, 2022.

 4.1

 Form
 of Common Stock Certificate, incorporated by reference to Exhibit 4.1 of our Form 10-K for the period ended August 31, 2009
 filed with the SEC on February 8, 2011.

 4.2

 Form
 of Warrant Indenture, incorporated by reference to Exhibit 4.2 of our Form S-1/A filed with the SEC on December 10, 2014.

 4.3

 Form
 of Class A Warrant, included as Schedule A in Exhibit 4.2.

 4.4

 Form
 of Class B Warrant, included as Schedule B in Exhibit 4.2.

 10.1

 Amended
 and Restated 2008 Stock Option Plan, incorporated by reference to Exhibit 10.1 of our Form 10-Q for the period ended May 31,
 2011 filed with the SEC on July 15, 2011.

 10.2

 Lease, incorporated by reference to Exhibit 10.2 of our Form 10-K for the period ended August 31, 2009 filed with the SEC
 on February 8, 2011.

 10.3

 Lease dated November 2011 with the State of Texas, incorporated by reference to Exhibit 10.3 of the Company's Annual
 Report on Form 10-K for the period ended August 31, 2019 filed with the SEC on November 27, 2019.

 10.4

 Purchase
 option agreement dated September 2014 with the State of Texas, incorporated by reference to Exhibit 10.4 of the Company's
 Annual Report on Form 10-K for the period ended August 31, 2019 filed with the SEC on November 27, 2019.

 10.5

 Groundwater
 lease dated September 2014 with the State of Texas, incorporated by reference to Exhibit 10.5 of the Company's Annual
 Report on Form 10-K for the period ended August 31, 2019 filed with the SEC on November 27, 2019.

 10.6

 ReeTech
 Operating Agreement, incorporated by reference to Exhibit 10.1 to the Company's Form 8-K as filed with the Commission
 on July 21, 2015.

 10.7

 Amendment
 Number One to the Reetech Operating Agreement, incorporated by reference to Exhibit 10.1 to the Company's Form 8-K as
 filed with the Commission on November 30, 2015.

 10.8

 Amendment
 Number One to the TRER License, incorporated by reference to Exhibit 10.3 to the Company's Form 8-K as filed with the
 Commission on November 30, 2015.

 10.9*

 Director's
 Agreement by and between the Company and Anthony Marchese, incorporated by reference to Exhibit 10.6 of our Form 10-K for
 the period ended August 31, 2009 filed with the SEC on February 8, 2011.

 10.10*

 Summary
 of Dan Gorski Employment Arrangement, incorporated by reference to Exhibit 10.10 of the Company's Annual Report on Form
 10-K for the period ended August 31, 2019 filed with the SEC on November 27, 2019.

 10.11*

 Summary
 of Wm. Chris Mathers Employment Arrangement, incorporated by reference to Exhibit 10.11 of the Company's Annual Report
 on Form 10-K for the period ended August 31, 2019 filed with the SEC on November 27, 2019.

 10.12*

 Option
 Agreement for Wm. Chris Mathers incorporated by reference to Exhibit 10.21 of our Amendment No. 2 to its Registration Statement
 on Form S-1 (333-172116) filed with the SEC on May 25, 2011.

 10.13*

 Form
 of Directors Option Agreement incorporated by reference to Exhibit 10.22 of our Amendment No. 2 to its Registration Statement
 on Form S-1 (333-172116) filed with the SEC on May 25, 2011.

 10.14

 Consulting
 Agreement between the Company and Chemetals, Inc., dated January 22, 2013, incorporated by reference to Exhibit 10.1 of the
 Company's Current Report on Form 8-K filed with the SEC on January 28, 2013.

 10.15

 Lease
 Agreement between the Company and Southwest Range & Wildlife Foundation, Inc., dated March 6, 2013, incorporated by reference
 to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on March 12, 2013.

 10.16

 Variation
 agreement with Morzev PTY LTD. (USA Rare Earth) dated October 2018, incorporated by reference to Exhibit 10.16 of the Company's
 Annual Report on Form 10-K for the period ended August 31, 2019 filed with the SEC on November 27, 2019.

 10.17

 Amended
 and Restated Option Agreement with Morzev (USA Rare Earth) dated August 2019, incorporated by reference to Exhibit 10.17 of
 the Company's Annual Report on Form 10-K for the period ended August 31, 2019 filed with the SEC on November 27, 2019.

 10.18

 First
 Amendment to the Amended and Restated Option Agreement with USA Rare Earth dated June 29, 2020, incorporated by reference
 to the definitive proxy statement on Schedule 14A filed with the SEC on July 15, 2020.

 10.19

 Lease dated September 2011, incorporated by reference to Exhibit 10.19 of the Form 10-K for the period ended August 31, 2020
 filed with the SEC on November 30, 2020.

 10.20

 Contribution
 Agreement, effective as of May 17, 2021, among USA Rare Earth, LLC, Texas Mineral Resources Corp., and Round Top Mountain
 Development, LLC, filed with the SEC on Form 8-K on May 21, 2021.

 10.21

 Limited
 Liability Company Agreement dated effective as of May 17, 2021, among USA Rare Earth, LLC, Texas Mineral Resources Corp.,
 and Round Top Mountain Development, LLC, filed with the SEC on Form 8-K on May 21, 2021.

 10.22

 Exploration and Option Agreement dated effective October 7, 2021 between Standard Silver Corp. and Santa Fe Gold Corporation,
 filed with the SEC on Form 8-K on November 10, 2021.

 10.23

 Amendment
 to Mineral Exploration and Option Agreement between Standard Silver Corp. and Santa Fe Gold Corporation, filed with the SEC
 on Form 8-K on May 30, 2024.

 10.24

 Amended
 and Restated Limited Liability Company Agreement dated effective as of June 26, 2023, among USA Rare Earth, LLC, Texas Mineral
 Resources Corp., and Round Top Mountain Development, LLC, filed with the SEC on Form 8-K on June 27, 2023.

 10.25

 Purchase and Sale Agreement by and between Standard Silver Corporation and Daniel E Gorski and Patrice Gorski dated December 3, 2024, filed with the SEC on Form 10-Q on January 14, 2025.

 10.26
 Form of Loan and Securities Purchase Agreement by and among the Company and lender dated February 10, 2025, filed with the SEC on Form 8-K on February 12, 2025.

 10.27
 Form of Note issued by the Company dated February 10, 2025, filed with the SEC on Form 8-K on February 12, 2025.

 10.28
 Form of Warrant issued by the Company dated February 10, 2025, filed with the SEC on Form 8-K on February 12, 2025.

 19.1

 Insider
 Trading Policy, filed with the SEC on Form 10-K on November 29, 2024.

 21.1

 List of Subsidiaries, filed with
 the SEC on Form 10-K on November 29, 2024.

 31.1

 Section 302 Certification (1)

 31.2

 Section 302 Certification (1)

 32.1

 Section 906 Certification (1)

 32.2

 Section 906 Certification (1)

 101.INS (2)

Instance Document

 101.SCH (2)

 Extension — Schema

 101.CAL (2)

 Extension — Calculations

 101.DEF (2)

 Extension — Definitions

 101.LAB (2)

 Extension — Labels

 101.PRE (2)

 Extension — Presentations

 *
Management contract or compensatory plan or arrangement.

 (1)
 Filed
herewith.

 (2)
 Submitted
Language): (i) Consolidated Balance Sheets at August 31, 2025 and 2024; (ii) Consolidated Statements of Operations for the years
ended August 31, 2025 and 2024; (iii) Consolidated Statements of Cash Flows for the years ended August 31, 2025 and 2024; (iv)
Consolidated Statements of Shareholders' Equity for the years ended August 31, 2025 and 2024; and (v) Notes to Consolidated
Financial Statements.

 ITEM
16. FORM 10-K SUMMARY

 None
included.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.

 TEXAS

 /s/
Daniel E Gorski

 Daniel
E Gorski, Chief Executive Officer

 DATED:

 /s/
Wm Chris Mathers

 Wm
Chris Mathers, Chief Financial Officer

 DATED:

 Pursuant
to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.

 Signature

 Capacity

 Date

 /s/
 Daniel E Gorski

 Chief Executive Officer, Principal Executive
 Officer and Director

 Daniel E Gorski

 /s/
 Wm Chris Mathers

 Chief Financial Officer

 Wm Chris Mathers

 /s/
 Anthony Marchese

 Chairman of the Board

 Anthony Marchese

 /s/
 Cecil C Wall

 Director

 Cecil C Wall

 /s/
 Jonathan Beigle

 Director

 Jonathan Beigle

 /s/ Donald
 E Hulse

 Director

 November
 28, 2025

 Donald E Hulse

 /s/ Deepak
 Malhotra

 Director

 November
 28, 2025

 Deepak Malhotra