Rare Earths Americas, Inc.
For the period ended Sep 30, 2026. Filed Nov 10, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 10, 2026
REA$7.50-6.1%Stored close · as of Nov 10, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-11.
0001193125-26-344825
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-10.
0001193125-26-455611
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 115 previous paragraphs and 126 current paragraphs.
64 unchanged; 34 reworded; 28 added; 17 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 7 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (28)
Current report
Alpha Project
Current report
On September 9, 2026, the Company announced updated geological modeling and program developments at its 100%-owned Alpha Project in Bahia, Brazil. The Alpha Project is an Ionic Adsorption Clay (“IAC”) deposit which hosts an Inferred mineral resource of 202 million tonnes at 1,520 ppm total rare earth oxide (“TREO”), at a 1,000 ppm TREO cut-off. Magnetic rare earths including neodymium and praseodymium (“NdPr”) and dysprosium and terbium (“DyTb”) make up approximately 21% and 3% of the TREO basket, respectively. No new exploration results are reported in connection with this announcement; the information described below represents a re-interpretation of previously reported drilling data.
Current report
Updated geological modeling indicates that portions of the current Inferred resource may have been constrained by the practical depth limits of historical auger drilling, which averaged 16.5 meters, rather than by the true extent of the mineralized horizon. This updated modeling suggests that mineralization is open at depth and may extend below the current resource model. The modeling also indicates a trend toward increasing concentrations of heavy rare earth oxides (“HREOs”), including dysprosium and terbium. In addition, yttrium grades exceeding 300 ppm and gadolinium grades exceeding 40 ppm persist to the end of multiple drill holes. Whether this trend continues at depth and its implications for project economics have not been established and remain subject to confirmation through ongoing drilling and technical evaluation.
Current report
The Company is conducting a 13,400-meter reverse circulation (“RC”) drilling program at Alpha designed to test mineralization below historical auger depths, advance resource conversion from Inferred toward Indicated and Measured classifications, and evaluate HREO enrichment potential at depth. There is no certainty that the RC program will result in resource expansion or classification conversion, or that the Initial Assessment (“IA”) will demonstrate favorable project economics.
Current report
Concurrently, the Company continues to advance the previously announced IA, which is preliminary in nature, and is based in part on Inferred mineral resources. The Company is nearing the completion of the report, and it is anticipated to be completed in the first quarter of 2027. The IA will outline a preliminary mine production schedule and economics for the Project.
Current report
During the quarter, the Company commenced environmental baseline studies in support of a Brazilian Preliminary License (“LP”) application, which the Company is targeting to submit by year-end 2027. There can be no assurance that required permits will be obtained on the anticipated timeline or at all.
Current report
Homer Project (Homer-A), Goiás, Brazil
Current report
On July 7, 2026, the Company reported exploration results from Homer-A. These included a ring-shaped magnetic anomaly of more than 35 km², with a major axis exceeding 6.5 kilometers, defined from drone-airborne magnetometry; a campaign of 625 soil samples; and 133 meters of auger drilling in eight holes, four of which returned TREO grades higher than 1,000 ppm. The results of this early exploration gave the Company confidence to commence a 15,000 meter drill program at Homer-A, supported by a $5.0 million budget for 2026.
Current report
On September 23, 2026, the Company reported initial assay results from approximately 1,250 meters of RC drilling. The results covered 11 of the 12 holes drilled into the primary geochemical anomaly, across an initial tested area of approximately 2.15 km², and all 11 holes intersected rare earth mineralization in the near-surface soil and saprolite profile. The initial drill results identified broad zones of near-surface rare earth mineralization within the weathered clay and saprolite profile. Multiple drill intercepts returned greater than 2,000 ppm TREO over intervals exceeding 10 meters in thickness. Higher-grade intervals exceeding 4,000 ppm TREO were characterized by elevated concentrations of magnetic rare earth elements, averaging more than 70% combined neodymium-praseodymium (“NdPr”) and heavy rare earth oxides (“HREOs”), including more than 4.5% combined dysprosium and terbium (“DyTb”).
Current report
As of September 30, 2026, the Company has drilled approximately 9,000 meters of holes, including 7,200 meters of RC and 1,800 meters of diamond drilling, at Homer-A. In addition, metallurgical testing is underway to evaluate the leachability and potential recoverability of the rare earth mineralization. The testing is designed to determine whether the rare earth elements are weakly adsorbed to clay minerals and therefore amenable to extraction through leaching, a characteristic commonly associated with ionic adsorption clay (“IAC”) deposits. The Company is on-track to complete its 15,000 meter drill program by year-end and is targeting publication of an initial mineral resource estimate for Homer-A in 2027.
Current report
Subsequent Events (after September 30, 2026)
Current report
Constellation Project
Current report
On October 7, 2026, the Company announced that it had commenced an Initial Assessment at the Constellation Project. The Initial Assessment is expected to include an initial mine plan, rare earth annual production potential, a metallurgical review, an infrastructure assessment, a permitting overview and preliminary project economics. The Company is targeting completion of the Constellation Initial Assessment in mid-2027.
Current report
Constellation consists of 21 mineral tenements/titles covering approximately 59.5 km² within the Poços de Caldas alkaline complex, with the resource currently defined on approximately 16 km² of that package, in proximity to advanced-stage rare earth projects in one of the world's most significant districts for ionic adsorption clay and heavy rare earth development. The Project currently hosts an inferred mineral resource of 266.2 million tonnes at 2,637 ppm TREO at a 1,000 ppm TREO cut-off, with magnet rare earths neodymium praseodymium (“NdPr”) and dysprosium and terbium (“DyTb”) making up approximately 21% and 1% of the TREO basket, respectively.
Current report
Alpha Project
Current report
On November 2, 2026, the Company announced metallurgical test results at its Alpha ionic adsorption clay rare earth project in Bahia, Brazil. SGS Geosol Laboratórios Ltda. (SGS) laboratory testing achieved approximately 40% rare earth leach recovery (excluding cerium), compared with the 27% recovery assumption in Alpha’s Technical Report Summary — a 48% relative improvement under different test conditions. This key metallurgical input is now available for Alpha’s IA, over 80% complete, which remains targeted for release in the first quarter of 2027.
Current report
Foothills Rare Earths District, Georgia, USA
Current report
On July 29, 2026, the Company announced that its exploration activities in Georgia, which had centered on the Shiloh property, had been expanded to the Foothills Rare Earths District (the “District”). The District incorporates the Shiloh property, the Liberty Peak property and three additional exploration target areas (Targets 1, 2 and 3).
Current report
The Company reported that the District exploration area covers approximately 408,000 acres, including the original Shiloh target area of over 22,000 acres. These figures describe the exploration area, which includes prospective land that remains subject to finalized land and access agreements, and are not the Company’s land position.
Current report
At Shiloh over 6,700 meters were drilled in the third quarter of 2026 to continue to test and increase the confidence that a broader monazite-bearing sands system exists. In total approximately 15,200 meters have been drilled for the nine month period ending September 30, 2026, including approximately 8,600 meters of sonic, 3,600 meters of direct push and 3,000 meters of diamond holes.
Current report
At Liberty Peak, the Company drilled over 2,400 meters during the third quarter of 2026. For the nine month period ending September 30, 2026 the Company drilled approximately 4,800 meters, including approximately 2,400 meters of sonic and 2,400 meters of direct push holes. Exploration results support the Company's interpretation that the monazite-bearing sands system may extend beyond the Shiloh property into adjacent areas within the District. Drilling at Liberty Peak, located more than 50 kilometers from Shiloh, intersected monazite-bearing sands with geological characteristics similar to those identified at Shiloh.
Current report
Across the FRE district, the Company has completed approximately 20,000 meters of holes for the nine month period ending September 30, 2026 and is on track to meet its target of 28,000 meters by year-end 2026. The results from this extensive drill program continue to support the exploration thesis that an extensive monazite-bearing sands system exists at the FRE District. The data received from this exploration campaign will be used to support an initial mineral resource estimate for FRE and is expected to be published in the first half of 2027.
Current report
After the quarter-end the Company has also commenced its planned 260,000+ acres of airborne radiometric and magnetic surveys to help identify additional exploration targets across the District.
Current report
Board Leadership
Current report
In August 2026, Dan Shribman’s role as Chairman of the Board was elevated to Executive Chairman. In September 2026, Hugo Schumann was appointed Lead Independent Director.
Current report
Total operating expenses increased by approximately $11.1 million and $27.8 million in the three and nine months ended September 30, 2026, respectively, as compared to the three and nine months ended September 30, 2025. The increases in both periods reflect the Company’s expanded scale of operations following the acquisition of FRE Australia and the continued build-out of its organizational and exploration capabilities. Exploration expenses increased due to approximately $5.0 million recognized upon exercise of the GMC Option, as well as higher drilling, assay, geological consulting, and exploration personnel costs, reflecting the start of drilling at the Alpha Project and expanded exploration activity at the Shiloh Project. General and administrative expenses increased due to higher personnel-related costs and professional service fees reflecting the expansion of the Company’s management and administrative functions and, for the nine months ended September 30, 2026, higher stock-based compensation expense of $9.0 million compared to $1.8 million in the 2025 period.
Current report
United States Mining Operations Segment
Current report
Brazil Mining Operations Segment
Removed paragraphs (17)
Previous report
North American Mining Segment
Previous report
We are focused on exploration and development of a potential monazite-bearing sands resource across its Foothills Rare Earths District (the “District”) in Georgia, USA. Monazite is a mineral which hosts rare earths elements (REE), such as Neodymium (Nd), Praseodymium (Pr), Dysprosium (Dy) and Terbium (Tb). These elements are key materials used in high-performance permanent magnets, particularly neodymium-iron-boron (NdFeB) magnets, which enable high strength and efficiency in applications such as robotics, electric vehicles, defense systems, wind turbines, and consumer electronics. Dy and Tb are particularly valuable due to their ability to enhance magnet performance at high temperatures.
Previous report
Monazite-bearing sands systems typically offer several advantages, including the ability to extract near-surface, free-dig material and utilize conventional mineral beneficiation processes; however, the applicability of these characteristics to the District has not yet been established and will require further technical evaluation. These characteristics may be favorable for future technical evaluation, subject to further study.
Previous report
Over the quarter the Company made significant progress on exploring and developing the District. At the Shiloh property (see Figure 1), over 4,600 meters (m) were drilled to identify and determine zones of rare earths mineralization. Across multiple drilling targets, assay showed geologic results similar with those of monazite-bearing sands system; reinforcing the Company’s exploration thesis that the potential for a rare earths deposit exists. In addition, early exploration results at Liberty Peak (see Figure 1), where drilling has intercepted monazite-bearing sands similar to those encountered at Shiloh more than 50 kilometers away, further supported the potential of the emerging Foothills Rare Earths District.
Previous report
Figure 1 - Foothills Rare Earths District showing survey areas and existing exploration targets. NURE select radiometric data from the National Uranium Resource Evaluation survey. Areas shown include active land positions consistent with the presence of an alkaline-carbonatite system.
Previous report
The Company expanded its 2026 Georgia exploration program to include over 8,000m of sonic and direct push drilling at Liberty Peak, in addition to a 20,000m drill program at Shiloh. Rare Earths Americas will also undertake airborne radiometric surveys, geological mapping, and soil sampling across Target Areas 1–3 (See Figure 1) to further define and advance high-priority drill targets across the District. In total, the Company expects to invest approximately $15 million over 2026 to unlock and define the District's rare earths potential. The Company will release additional assay results and exploration updates throughout the third quarter of 2026 and into year-end.
Previous report
Brazilian Mining Segment
Previous report
Alpha Project: During the second quarter of 2026, the Company commenced an Initial Assessment (IA) for its Alpha project in Bahia, Brazil. The IA is expected to evaluate an initial mine plan, metallurgical processing, infrastructure requirements, permitting considerations and project economics, and is currently anticipated to be completed in early 2027. Subject to the results of the IA, the Company may undertake additional engineering and economic studies, including a pre-feasibility study. The IA and any subsequent technical studies are important steps in the advancement of a mining project and are intended to provide information necessary to evaluate technical feasibility, economic viability and future development alternatives.
Previous report
In parallel with the IA, the Company plans to advance activities that may support future technical studies, including an infill drilling program designed to further define the Alpha mineral resource and potentially support the conversion of portions of the current inferred resource classification to measured and indicated classifications. The Company currently plans to complete approximately 13,400m of drilling at the Alpha property in 2026. There can be no assurance that the IA, future technical studies or additional drilling will support the development of the project or result in the conversion of inferred resources to higher-confidence resource classifications. Approximately $5 million is expected to be spent on exploration for the project in 2026.
Previous report
Homer Project: During the quarter, the Company announced exploration results from its 100%-owned Homer-A project in Goiás, Brazil. Results from multiple exploration programs, including airborne magnetic surveys, soil geochemistry, gamma-radiometric surveys, geological mapping and drilling, were consistent with the Company's interpretation of a prospective alkaline-carbonatite system containing REE and niobium (Nb) mineralization.
Previous report
Exploration activities identified a magnetic anomaly covering more than 35 km² and extending over 6.5 kilometers along its major axis. Initial auger and reverse circulation drilling intersected REE and niobium mineralization across the target area, with several drill holes reporting increasing grades with depth and most holes terminating in mineralization.
Previous report
Based on these results, the Company commenced an expanded 15,000m reverse circulation and diamond drilling program in June 2026 to further evaluate the scale, continuity and grade distribution of potential mineralization at Homer-A. Initial drill and assay results are expected to be released over the third quarter of 2026. Approximately $5 million is expected to be spent on exploration for the project in 2026.
Previous report
Qualified Persons
Previous report
The scientific and technical information contained in this Quarterly Report on Form 10-Q has been reviewed and approved by the qualified persons identified below, each of whom is a "qualified person" as defined in Item 1300 of Regulation S-K.
Previous report
North American Mining Segment. The scientific and technical information relating to the Foothills Rare Earths District, including the Shiloh and Liberty Peak properties, has been reviewed and approved by Paul Dockweiler, Senior Geologist with Geosyntec Consultants, a Certified Professional Geologist (CPG-11379) and Registered Member of the Society for Mining, Metallurgy & Exploration. Mr. Dockweiler is not an employee or officer of the Company and provides services as an independent consultant through Geosyntec Consultants.
Previous report
Brazilian Mining Segment — Alpha Project. The scientific and technical information relating to the Alpha and Constellation projects was prepared by McGarry Geoconsulting Corp. and Karst Geo Solutions LLC, each acting as a qualified person. Neither firm is an employee or affiliate of the Company, and each provides services as an independent consultant. The Alpha Project Technical Report Summary, prepared by McGarry Geoconsulting Corp. and Karst Geo Solutions LLC, is filed as Exhibit 96.3 to the Company's Registration Statement on Form S-1.
Previous report
Total operating expenses increased by $12.2 million and $16.7 million in the three and six months ended June 30, 2026, respectively, as compared to the three and six months ended June 30, 2025. The increases in both periods reflect the Company's expanded scale of operations following the acquisition of FRE Australia and the continued build-out of its organizational and exploration capabilities. The increase for the three months ended June 30, 2026 was further driven by stock-based compensation recognized in connection with the completion of the Company's IPO in May 2026, while the increase for the six-month period also reflects exploration and administrative activity in the first quarter of 2026 against a prior-year period in which the Company's operations were substantially more limited.
Reworded paragraphs (34)
Previous wording
The following discussion and analysis of the financial condition and results of operations of REA includes information that REA’s management believes is relevant to an assessment and understanding of the Company’s historical operations. You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited financial statements for the three and six months ended June 30, 2026 and 2025 and the respective notes thereto, which are included elsewhere in this Quarterly Report on Form 10-Q, as well as our audited financial statements for the years ended December 31, 2025 and 2024 and the respective notes thereto previously filed with the SEC.
Current wording
The following discussion and analysis of the financial condition and results of operations of REA includes information that REA’s management believes is relevant to an assessment and understanding of the Company’s historical operations. You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited financial statements for the three and nine months ended September 30, 2026 and 2025 and the respective notes thereto, which are included elsewhere in this Quarterly Report on Form 10-Q, as well as our audited financial statements for the years ended December 31, 2025 and 2024 and the respective notes thereto previously filed with the SEC.
Previous wording
We are an exploration-stage company focused on advancing a portfolio of critical mineral projects targeting high-grade heavy rare earth mineral assets. Our portfolio includes three material projects - Alpha, Constellation, and Shiloh, along with certain non-material early-stage exploration projects, most notably our Homer Project in Goiás, Brazil. All of our properties are currently in exploration stage, and we have not yet commenced mining operations or generated any revenue. Our current operations are focused on defining mineralization for our projects and increasing our understanding of the characteristics and economics of each project. We hold options to purchase or lease mining rights to all of the properties we are exploring. Those options are described in detail in "Note 6 – Mineral Interests" in our financial statements for the years ended December 31, 2025 and 2024. Advancing these projects to development will require significant capital.
Current wording
We are an exploration-stage company focused on advancing a portfolio of critical mineral projects targeting high-grade heavy rare earth mineral assets. Our portfolio includes three material projects - Alpha, Constellation, and the Foothills Rare Earths (FRE) district, along with certain non-material early-stage exploration projects, most notably our Homer Project in Goiás, Brazil. FRE's property portfolio includes both material properties, such as Shiloh, and early-stage exploration projects that are not considered material, including Liberty Peak and other district-scale exploration targets. All of our properties are currently in exploration stage, and we have not yet commenced mining operations or generated any revenue. Our current operations are focused on defining mineralization for our projects and increasing our understanding of the characteristics and economics of each project. We hold, or hold options to purchase or lease, mining rights to the properties we are exploring. Those options are described in detail in "Note 6 – Mineral Interests" in our financial statements for the years ended December 31, 2025 and 2024. Advancing these projects to development will require significant capital.
Previous wording
During the second quarter of 2026, we completed our initial public offering. As of June 30, 2026, we had approximately $76.7 million of cash, cash equivalents and short-term investments. Based on our current operating plans, we believe these resources will be sufficient to fund our anticipated cash requirements for at least the next twelve months.
Current wording
During the second quarter of 2026, we completed our initial public offering. As of September 30, 2026, we had approximately $68.3 million of cash, cash equivalents and short-term investments. Based on our current operating plans, we believe these resources will be sufficient to fund our anticipated cash requirements for at least the next twelve months.
Previous wording
Our results of operations for the six months ended June 30, 2026 were affected by non-cash stock-based compensation expense and changes in the fair value of warrant and SAFE liabilities. Net cash used in operating activities was $10.3 million for the six months ended June 30, 2026, reflecting continued expenditures on exploration activities in the United States and Brazil, as well as costs associated with operating as a public company.
Current wording
Our results of operations for the nine months ended September 30, 2026 were affected by non-cash stock-based compensation expense and changes in the fair value of warrant and SAFE liabilities. Net cash used in operating activities was $17.1 million for the nine months ended September 30, 2026, reflecting continued expenditures on exploration activities in the United States and Brazil, as well as costs associated with operating as a public company.
Previous wording
Brazilian Mining Segment — Homer-A Project. The scientific and technical information relating to the Homer-A project has been reviewed and approved by Leandro Coracini Ollita, a qualified person registered with the Brazilian Commission for Resources and Reserves (CBRR), Registration No. 023160. Mr. Ollita is an employee of the Company serving as Project Manager, Operations.
Current wording
The technical information in this section has been reviewed and approved by Leandro Coracini Ollita, Qualified Person registered with the Brazilian Commission for Resources and Reserves (CBRR), Registration No. 023160, and an employee of a wholly-owned Brazilian subsidiary of the Company, within the meaning of Regulation S-K 1300.
Previous wording
Exploration at the project remains at an early stage, and additional drilling and technical studies are required to determine the extent, continuity and economic significance. No mineral resource or mineral reserve has been estimated for the Homer-A project, and there can be no assurance that further exploration will result in the delineation of a mineral resource or that any such resource would support future development.
Current wording
The Homer-A project is an early-stage exploration project and is not currently considered a material property. No mineral resource or mineral reserve has been estimated for Homer-A. The results described above are exploration results. There can be no assurance that further exploration will result in the delineation of a mineral resource or that any mineralization will be economically extractable.
Previous wording
As of the end of the second quarter of 2026, the Company’s active land position under Exploration & Development Agreements ("EDAs"), mining leases and option agreements totaled 4,254 acres across the District, representing a 53% increase compared to the first quarter of 2026. In addition, REA has short-term access agreements and exploration agreements for initial assessments of prospective properties; total land position for these agreements totaled over 11,500 acres.
Current wording
As of September 30, 2026, the Company’s active land position under Exploration & Drilling Agreements (“EDAs”), mining leases and option agreements totaled 4,458 acres across the District. In addition, the Company held an exploration permit for the preliminary evaluation of prospective properties covering 6,198 acres, compared to over 11,500 acres as of June 30, 2026. The decrease primarily reflects the expiration of short-term access agreements.
Previous wording
The Foothills Rare Earths District is at an exploration stage. No mineral resource or mineral reserve has been estimated for the District, and there is no guarantee that further exploration will result in the delineation of a mineral resource. The results presented herein represent exploration data and are insufficient to define a mineral resource. Additional drilling, sampling, and technical studies are required to evaluate the potential for mineral resource estimation.
Current wording
The District is at an exploration stage. No mineral resource or mineral reserve has been estimated for the District, and there can be no assurance that further exploration will result in the delineation of a mineral resource. The results described above are exploration results and are insufficient to define a mineral resource.
Previous wording
As an exploration-stage company, we have not begun to generate operating revenues, nor can we expect to generate operating revenues in the foreseeable future. Our financial results reported for the three and six months ended June 30, 2026 and 2025 are not reflective of our expectations for our ongoing operations, as further discussed in the sections titled “Factors that Will Impact Our Exploration Costs” and “Factors that Will Impact Our General and Administrative and Other Operating Costs” included in the Prospectus.
Current wording
As an exploration-stage company, we have not begun to generate operating revenues, nor can we expect to generate operating revenues in the foreseeable future. Our financial results reported for the three and nine months ended September 30, 2026 and 2025 are not reflective of our expectations for our ongoing operations, as further discussed in the sections titled “Factors that Will Impact Our Exploration Costs” and “Factors that Will Impact Our General and Administrative and Other Operating Costs” included in the Prospectus.
Previous wording
Comparison of three and six months ended June 30, 2026 and 2025
Current wording
Comparison of three and nine months ended September 30, 2026 and 2025
Previous wording
Exploration and evaluation expenses. Exploration and evaluation expenses increased by $4.5 million and $6.5 million in the three and six months ended June 30, 2026 as compared to the three and six months ended June 30, 2025. The increase was primarily attributable to increased exploration activity following the acquisition of FRE Australia, which expanded the Company’s exploration portfolio and operational footprint. The increased exploration activity consisted of increased drilling costs, geological and technical consulting fees, exploration personnel compensation, and assay costs. Exploration and evaluation expenses during the prior‑year period were minimal, reflecting the Company’s more limited scope of operations at that time.
Current wording
Exploration and evaluation expenses. Exploration and evaluation expenses increased by approximately $9.9 million and $16.3 million in the three and nine months ended September 30, 2026 as compared to the three and nine months ended September 30, 2025. The increases were primarily attributable to increased exploration activity following the acquisition of FRE Australia, which expanded the Company’s exploration portfolio and operational footprint, as well as the start of drilling at the Alpha Project. The increased exploration activity consisted of increased drilling costs, geological and technical consulting fees, exploration personnel compensation, and assay costs. The increases also include approximately $5.0 million recognized upon exercise of the GMC Option in September 2026. Exploration and evaluation expenses during the prior-year periods were minimal, reflecting the Company’s more limited scope of operations at that time.
Previous wording
General and administrative expenses. General and administrative expenses increased by $7.9 million and $10.4 million in the three and six months ended June 30, 2026 as compared to the three and six months ended June 30, 2025. The increase was primarily driven by higher stock-based compensation recognized in connection with the completion of the Company's initial public offering, as well as increased personnel-related costs and professional service fees, reflecting the growth of the Company's operations following the acquisition of FRE Australia, including the expansion of management and administrative functions and increased public-company and regulatory compliance activities.
Current wording
General and administrative expenses. General and administrative expenses increased by approximately $1.2 million and $11.6 million in the three and nine months ended September 30, 2026 as compared to the three and nine months ended September 30, 2025. The increase for the three months ended September 30, 2026 was primarily driven by increased personnel-related costs, professional service fees and insurance costs, reflecting the expansion of the Company’s management and administrative functions and increased public-company and regulatory compliance activities. The increase for the nine months ended September 30, 2026 was primarily driven by higher stock-based compensation, including stock-based compensation recognized in connection with the completion of the IPO, as well as the factors described above.
Previous wording
Depreciation expense. Depreciation expense increased by $34 thousand and $56 thousand in the three and six months ended June 30, 2026 as compared to three and six months ended June 30, 2025. The increase was primarily attributable to depreciation of property and equipment placed in service during 2025 and the first half of 2026, including vehicles, exploration and field equipment, and computer and office equipment, as the Company expanded its operations following recent acquisitions.
Current wording
Depreciation expense. Depreciation expense increased by $58 thousand and $114 thousand in the three and nine months ended September 30, 2026 as compared to three and nine months ended September 30, 2025. The increases were primarily attributable to depreciation of property and equipment placed in service during 2025 and 2026, including vehicles, exploration and field equipment, and computer and office equipment, as the Company expanded its operations following recent acquisitions.
Previous wording
Transaction costs. Transaction costs decreased by $157 thousand in the three and six months ended June 30, 2026 as compared to the three and six months ended June 30, 2025. Transaction costs in the 2025 periods represent legal, advisory, due-diligence, and other professional fees incurred in connection with the Company's acquisitions of AMBPL and FRE Australia. No transaction costs were incurred in the three and six months ended June 30, 2026.
Current wording
Transaction costs. Transaction costs decreased by $90 thousand and $247 thousand in the three and nine months ended September 30, 2026 as compared to the three and nine months ended September 30, 2025. Transaction costs in the 2025 periods represent legal, advisory, due-diligence, and other professional fees incurred in connection with the Company's acquisitions of AMBPL and FRE Australia. No transaction costs were incurred in the three and nine months ended September 30, 2026.
Previous wording
Interest income. Interest income increased by $503 thousand and $630 thousand in the three and six months ended June 30, 2026 as compared to three and six months ended June 30, 2025. The increase was primarily due to higher balances held in interest bearing accounts during the quarter.
Current wording
Interest income. Interest income increased by $312 thousand and $942 thousand in the three and nine months ended September 30, 2026 as compared to three and nine months ended September 30, 2025. The increases were primarily due to higher balances held in interest-bearing accounts and short-term investments following the completion of the IPO, partially offset by unrealized losses on short-term investments.
Previous wording
Interest expense. Interest expense decreased by $29 thousand and increased by $15 thousand in the three and six months ended June 30, 2026 as compared to three and six months ended June 30, 2025, respectively. The fluctuations are due to the related party loan agreement with Brazil Royalty Corp Participacoes E Investments Ltda. (“BRC”), which was executed in 2025 and converted to common shares in May 2026.
Current wording
Interest expense. Interest expense decreased by $60 thousand and decreased by $45 thousand in the three and nine months ended September 30, 2026 as compared to three and nine months ended September 30, 2025, respectively. The fluctuations are due to the related party loan agreement with Brazil Royalty Corp Participacoes E Investments Ltda. (“BRC”), which was executed in 2025 and converted to common shares in May 2026.
Previous wording
Foreign exchange gain or loss. The Company incurred an immaterial gain and a $3 thousand loss in the three and six months ended June 30, 2026, respectively, as compared to no gain or loss in three and six months ended June 30, 2025, due to remeasurement of cash accounts held at FRE Australia.
Current wording
Foreign exchange gain or loss. The Company incurred no gain or loss and a $3 thousand loss in the three and nine months ended September 30, 2026, respectively, as compared to no gain or loss in three and nine months ended September 30, 2025, due to remeasurement of cash accounts held at FRE Australia.
Previous wording
Change in fair value of SAFE. Change in fair value of Simple Agreement for Future Equity (“SAFE”) was a $1.2 million loss and $4.6 million loss in the three and six months ended June 30, 2026. The change was attributable to the remeasurement of the SAFE liability at fair value during the quarter, reflecting changes in valuation assumptions, primarily the share price assumptions, and including the passage of time. No change in fair value of SAFE was recognized in the prior‑year period as the SAFE was executed in December 2025.
Current wording
Change in fair value of SAFE. There was no change in fair value of Simple Agreement for Future Equity (“SAFE”) in the three months ended September 30, 2026 andapproximatelya $4.6 million loss in the nine months ended September 30, 2026. The change was attributable to the remeasurement of the SAFE liability at fair value prior to its conversion upon the completion of the IPO, reflecting changes in valuation assumptions, primarily the share price assumptions, and including the passage of time. No change in fair value of SAFE was recognized in the prior-year periods as the SAFE was executed in December 2025.
Previous wording
Change in fair value of warrants. Change in fair value of warrants was a $727 thousand gain and $7.9 million loss in the three and six months ended June 30, 2026. The change was attributable to the remeasurement of warrant liabilities at fair value during the quarter, reflecting changes in valuation assumptions, primarily the share price assumptions, and including the passage of time. No change in fair value of warrants was recognized in the prior‑year period as the warrants were issued during the transaction in July 2025.
Current wording
Change in fair value of warrants. Change in fair value of warrants wasapproximatelya $4.4 million gain and $3.5 million loss in the three and nine months ended September 30, 2026, respectively. The changes were attributable to the remeasurement of warrant liabilities at fair value during the periods, reflecting changes in valuation assumptions, primarily the share price assumptions, and including the passage of time.
Previous wording
Operating loss from our United States Mining Operations increased $3.8 million and $5.7 million in the three and six months ended June 30, 2026 compared to the prior year period, driven primarily by the acquisition of FRE Australia and the related exploration activities and costs incurred related to the Shiloh project. Operating loss of our United States Mining Operations segment is expected to further increase in subsequent periods. Refer to the discussions of “Factors that Will Impact Our Exploration Costs” and “Acquisition of FRE Australia”included in the Prospectus.
Current wording
Operating loss from our United States Mining Operations increased $3.0 million and $8.7 million in the three and nine months ended September 30, 2026 compared to the prior-year periods, driven primarily by increased exploration activities and costs incurred related to the Shiloh Project following the acquisition of FRE Australia. Operating loss of our United States Mining Operations segment is expected to further increase in subsequent periods. Refer to the discussions of “Factors that Will Impact Our Exploration Costs” and “Acquisition of FRE Australia” included in the Prospectus.
Previous wording
Operating loss from our Brazil Mining Operations increased $0.8 million and $1.2 million in the three and six months ended June 30, 2026 compared to the prior year period, primarily due to increases in general and administrative costs and exploration activities and exploration spend during the period. The increase in general and administrative costs are due to changes in the Company's operating structure and are expected to remain consistent at the segment level in future periods. Refer to the discussions of “Factors that Will Impact Our Exploration Costs” and “Acquisition of FRE Australia”included in the Prospectus.
Current wording
Operating loss from our Brazil Mining Operations increased $6.8 million and $8.0 million in the three and nine months ended September 30, 2026 compared to the prior-year periods, primarily due to approximately $5.0 million recognized upon exercise of the GMC Option and increased exploration activities, including the start of drilling at the Alpha Project. Refer to the discussions of “Factors that Will Impact Our Exploration Costs” and “Acquisition of FRE Australia” included in the Prospectus.
Previous wording
We consider highly liquid investments purchased with original maturities of three months or less to be cash equivalents. As of June 30, 2026 and December 31, 2025, we had $10.1 million and $22.8 million, respectively, in cash and cash equivalents. In connection with our initial public offering, we established short-term investment accounts to hold funds designated for land acquisition, mineral licenses and lease payments, option payments, drilling, metallurgical test work, permitting, exploration, evaluation, land consolidation, engineering studies, and working capital and general corporate purposes. These short-term investments are maintained in highly liquid securities to ensure we have adequate resources to fund planned exploration and development programs.
Current wording
We consider highly liquid investments purchased with original maturities of three months or less to be cash equivalents. As of September 30, 2026 and December 31, 2025, we had $8.1 million and $22.8 million, respectively, in cash and cash equivalents. In connection with our initial public offering, we established short-term investment accounts to hold funds designated for land acquisition, mineral licenses and lease payments, option payments, drilling, metallurgical test work, permitting, exploration, evaluation, land consolidation, engineering studies, and working capital and general corporate purposes. These short-term investments are maintained in highly liquid securities to ensure we have adequate resources to fund planned exploration and development programs.
Previous wording
We are an exploration stage company and, since our inception, we have not generated revenues. We incurred operating losses of $12.8 million and $17.6 million in three and six months ended June 30, 2026 and $0.5 million and $0.8 million in the prior year periods, respectively, and have reported an accumulated deficit of $49.4 million and $19.8 million as of June 30, 2026 and December 31, 2025, respectively. We have primarily relied on equity financing to fund our operating and investing activities – including, development and pursuit of our business plan; our mineral exploration and evaluation activities; our general and administrative costs and our capital expenditures. In addition, in the future we will continue to rely on equity financing to meet obligations as they become due and for future purchases of exploration and evaluation assets.
Current wording
We are an exploration stage company and, since our inception, we have not generated revenues. We incurred operating losses of $15.6 million and $33.2 million in three and nine months ended September 30, 2026 and $4.5 million and $5.4 million in the prior year periods, respectively, and have reported an accumulated deficit of $60.2 million and $19.8 million as of September 30, 2026 and December 31, 2025, respectively. We have primarily relied on equity financing to fund our operating and investing activities – including, development and pursuit of our business plan; our mineral exploration and evaluation activities; our general and administrative costs and our capital expenditures. In addition, in the future we will continue to rely on equity financing to meet obligations as they become due and for future purchases of exploration and evaluation assets.
Previous wording
Our current assets exceeded our current liabilities by $75.6 million as of June 30, 2026, compared to $19.3 million as of December 31, 2025. The increase of $56.3 million was primarily attributable tothe completion of the IPO in May of 2026.
Current wording
Our current assets exceeded our current liabilities by $66.1 million as of September 30, 2026, compared to $19.3 million as of December 31, 2025. The increase of $46.8 million was primarily attributable tothe completion of the IPO in May of 2026.
Previous wording
approximately $20.0 million related to the Shiloh and other Georgia projects, including capital expenditures for land acquisition, mineral licenses and lease payments, option payments, drilling, metallurgical test work, permitting and S-K 1300 technical report summary preparation;
Current wording
approximately $11.0 million related to the Shiloh and other Georgia projects, including capital expenditures for land acquisition, mineral licenses and lease payments, option payments, drilling, metallurgical test work, permitting and S-K 1300 technical report summary preparation;
Previous wording
approximately $15.0 million related to the Alpha, Constellation, and Homer Projects, including for exploration, evaluation, land option payments, land consolidation, metallurgy, engineering and permitting studies; and
Current wording
approximately $20.0 million related to the Alpha, Constellation, and Homer Projects, including exploration, evaluation, land option payments, land consolidation, metallurgy, engineering and permitting studies; and
Previous wording
approximately $8.0 million for working capital and other general corporate purposes.
Current wording
approximately $7.0 million for working capital and other general corporate purposes.
Previous wording
These are planned estimates based on our current exploration and development plans. Actual expenditures may differ materially depending on exploration results, permitting timelines, equipment and personnel availability, cost escalation, and our ability to raise additional capital. We may also reallocate spending among projects or defer planned activities. We believe that funds raised through issuance of SAFE agreements and the net proceeds from our initial public offering that closed on May 7, 2026 will be sufficient to fund our cash needs for the next twelve months. Historically, we have been successful in raising cash through equity financings; however, no assurances can be given that additional financing will be available in amounts sufficient to meet our needs or on terms that are acceptable to us.
Current wording
These are planned estimates based on our current exploration and development plans. Actual expenditures may differ materially depending on exploration results, permitting timelines, equipment and personnel availability, cost escalation, and our ability to raise additional capital. We may also reallocate spending among projects or defer planned activities. We believe that our cash, cash equivalents and short-term investments of $68.3 million at September 30, 2026, which include the remaining funds raised through the issuance of SAFE agreements and the net proceeds from our initial public offering that closed on May 7, 2026, will be sufficient to fund our cash needs for the next twelve months. Historically, we have been successful in raising cash through equity financings; however, no assurances can be given that additional financing will be available in amounts sufficient to meet our needs or on terms that are acceptable to us.
Previous wording
During the six months ended June 30, 2026, our operating activities used $10.3 million of net cash, as compared to net cash provided of $256 thousand during the six months ended June 30, 2025. The $10.5 million increase in net cash used in operating activities was primarily due to a $28.8 million increase in net loss driven by the expanded operational activities of the Company as a result of the acquisition of FRE Australia, as well as non-cash charges recognized on our SAFE and warrant liabilities. This increase in reported net loss is partially offset by non-cash items, including a $7.9 million increase in the fair value of warrant liabilities, a $4.6 million increase in the fair value of SAFE liabilities, and $7.1 million of stock-based compensation. Changes in operating assets and liabilities resulted in $0.8 million of net cash used from changes in working capital, primarily related to the Company's expanded operational activities.
Current wording
During the nine months ended September 30, 2026, our operating activities used $17.1 million of net cash, and used $1.5 million during the nine months ended September 30, 2025. The $15.6 million increase in net cash used in operating activities was primarily due to a $35.0 million increase in net loss driven by the expanded operational activities of the Company as a result of the acquisition of FRE Australia, as well as non-cash charges recognized on our SAFE and warrant liabilities. This increase in reported net loss is partially offset by non-cash items, including a $3.5 million increase in the fair value of warrant liabilities, a $4.6 million increase in the fair value of SAFE liabilities, $5.3 million related to the exploration option purchased with shares, and $9.0 million of stock-based compensation. Changes in operating assets and liabilities resulted in $0.3 million of net cash provided by changes in working capital.
Previous wording
Our investing activities used $67.1 million of cash in the six months ended June 30, 2026, as compared to $2 thousand during the six months ended June 30, 2025. Cash used by investing activities increased primarily due to $66.6 million of net purchases of short-term investments funded with proceeds from our initial public offering, as well as $0.4 million of purchases of property and equipment.
Current wording
Our investing activities used $61.7 million of cash in the nine months ended September 30, 2026, as compared to $1.5 million provided during the nine months ended September 30, 2025. Cash used by investing activities increased primarily due to $60.5 million of net purchases of short-term investments funded with proceeds from our initial public offering, as well as $0.9 million of purchases of property and equipment.
Previous wording
During the six months ended June 30, 2026 and 2025, our financing activities provided $64.8 million and used $0.2 million of cash, respectively. Financing activities during the six months ended June 30, 2026 consisted primarily of $64.2 million of net proceeds from the issuance of common stock in our IPO, including the exercise of the underwriters' over-allotment option and net of commissions, $3.4 million of SAFE proceeds, and $0.2 million of proceeds from warrant exercises, offset partially by $2.9 million of payments of deferred offering costs and $0.2 million of shares repurchased to satisfy employee tax withholding obligations.
Current wording
During the nine months ended September 30, 2026 and 2025, our financing activities provided $64.3 million and $15.5 million of cash, respectively. Financing activities during the nine months ended September 30, 2026 consisted primarily of $64.2 million of net proceeds from the issuance of common stock in our IPO, including the exercise of the underwriters’ over-allotment option and net of commissions, $3.4 million of SAFE proceeds, and $0.2 million of proceeds from warrant exercises, offset partially by $3.0 million of payments of deferred offering costs and $0.2 million of shares repurchased to satisfy employee tax withholding obligations.
Previous wording
The Company recognizes stock-based compensation expense on a straight-line basis over the awards' requisite service period. Prior to the Company's initial public offering in May 2026, certain RSUs were subject to a performance-based vesting condition tied to a liquidity event. In connection with the completion of the IPO on May 7, 2026, the performance-based vesting condition was satisfied and 581,609 RSUs vested. The Company recognized $3.8 million in stock-based compensation expense upon vesting of these performance-based RSUs and an additional $1.5 million related to awards subject to time-based vesting conditions.
Current wording
The Company recognizes stock-based compensation expense on a straight-line basis over the awards' requisite service period. Prior to the Company's initial public offering in May 2026, certain RSUs were subject to a performance-based vesting condition tied to a liquidity event. In connection with the completion of the IPO on May 7, 2026, the performance-based vesting condition was satisfied and the Company recognized $5.3 million in stock-based compensation expense, of which $3.8 million related to the 581,609 RSUs that vested and $1.5 million represented catch-up expense for RSUs with remaining service requirements.
Previous wording
As of June 30, 2026, the Company has $4.9 million of unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over a weighted-average period of 1.9 years. Following the completion of the Company's IPO on May 7, 2026, all liquidity-event vesting conditions were satisfied, and the remaining unrecognized compensation cost relates solely to service-based vesting conditions.
Current wording
As of September 30, 2026, the Company has $4.0 million of unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over a weighted-average period of 1.9 years. Following the completion of the Company’s IPO on May 7, 2026, all liquidity-event vesting conditions were satisfied, and the remaining unrecognized compensation cost related to RSUs relates solely to service-based vesting conditions. As of September 30, 2026, the Company has $4.1 million of unrecognized compensation cost related to unvested performance stock units (“PSUs”), which is expected to be recognized over a weighted-average period of 0.5 years.
Previous wording
The end of the fiscal year in which the fifth anniversary of this offering has occurred;
Current wording
The end of the fiscal year in which the fifth anniversary of our initial public offering has occurred;