Current Report · Items 5.07 · 8-K
DyTb, LLC
Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders. On July 28, 2026, Texas Mineral Resources Corp. (the “Company”) held its Special Meeting of Stockholders (the “Special Meeting”), at which the stockholders voted on a proposal to adopt the Agreement and Plan of Merger, dated March 4, 2026 (the “Merger Agreement”), by and among USA Rare Earth, Inc.…
Filed Jul 28, 2026Accepted Jul 28, 2026, 4:32 PM EDTCIK 1445942Accession 0001213900-26-082300
Company context
TMRC’s primary focus is to pursue the development and commercialization, along with our joint venture operating partner, of the Round Top heavy rare earth, technology metals, and industrial minerals project located in Hudspeth County, Texas, eighty-five miles southeast of El Paso, in which TMRC currently owns an 18.6% interest. Additionally, the Company is pursuing other potential domestic mining opportunities, primarily gold and silver. The Company’s common stock trades on the OTCQB U.S. tier under the symbol “TMRC.”
Historical securities (1)
Disclosure sections
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Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07. Submission of Matters to a Vote
of Security Holders.
On
July 28, 2026, Texas Mineral Resources Corp. (the “Company”) held its Special Meeting of Stockholders (the “Special
Meeting”), at which the stockholders voted on a proposal to adopt the Agreement and Plan of Merger, dated March 4, 2026 (the “Merger
Agreement”), by and among USA Rare Earth, Inc. (“USAR”), the Company, Hamer Merger Sub, Inc., and Hamer Merger Sub,
LLC, pursuant to which the Company will become a wholly owned subsidiary of USAR (the “Merger Proposal”).
As
of June 2, 2026, the record date for the Special Meeting, there were 88,339,693 shares of common stock outstanding and entitled to vote.
At the Special Meeting, 50,803,815 shares of common stock, representing approximately 57.5% of the total outstanding shares of common
stock as of the record date, were present virtually or represented by proxy, constituting a quorum for the transaction of business.
Adoption
of the Merger Proposal required the affirmative vote of holders of a majority of all outstanding shares of common stock entitled to vote
thereon (failures to vote, broker non-votes, and abstentions had the same effect as votes “AGAINST” this proposal). The voting
results were as follows:
Proposal FOR AGAINST ABSTAIN
────────────────────────────────────────────────────────────────────────────────────────────────
Merger Proposal 50,053,327 550,821 199,667
The
Company’s stockholders approved the Merger Proposal at the Special Meeting.