OTC: TMRC

● 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.

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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.

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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.

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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.

Management
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;

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● 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.

Certain
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.”

13

Operations
of the Round Top Project

During
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.

During
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.

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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.

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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

Mineral
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.

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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.

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● 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 https://tmrcorp.com/ 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.