Legal Proceedings.
−Removed: As of December 31, 2023, to the knowledge of our
−Removed: management, there was no material litigation, arbitration or governmental proceeding pending against us or any members of our management
−Removed: team in their capacity as such, and we and the members of our management team have not been subject to any such proceeding.
+Added: From time to time, we may become involved in legal
+Added: proceedings or be subject to claims that arise in the ordinary course of our business, the outcomes of which are subject to uncertainty.
+Added: Any claims against us, whether meritorious or not, can be time-consuming, result in costly litigation, require significant management
+Added: time, create a negative perception of the company with communities, stakeholders, and government agencies and result in the diversion
+Added: of significant operational resources.
+Added: A complaint was filed in Delaware Chancery
+Added: Court by Ramco Asset Management, LLC (“ Ramco ”), US Trading Company Metals RE, LLC, and Dinsha Dynasty Trust
+Added: (collectively, the “ Plaintiffs ”) on July 29, 2022 against USARE OpCo, Morzev Pty Ltd., Mordechai Gutnick ATF the
+Added: Morzev Trust, Mordechai Gutnick, and Pini Althaus (collectively, the “ Defendants ”), captioned Ramco Asset
+Added: Management, LLC v.
+Added: USA Rare Earth, LLC, C.A.
+Added: 2022-0665-SG (as amended, the “ Complaint” ).
+Added: In connection with
+Added: this matter and a disagreement regarding the number of units of USARE OpCo that were issued to the Plaintiffs in transactions during
+Added: 2019, the Complaint alleged causes of action for breach of contract, breach of fiduciary duty, breach of the Corporations Act
+Added: (Australia), fraud and misrepresentation, and breach of the duty of good faith and fair dealing.
+Added: The Complaint seeks a variety of
+Added: relief, including compensatory and punitive damages, curative equity, attorneys fees and expenses and other relief as may be granted
+Added: by the court.
+Added: USARE OpCo thereafter filed a motion to dismiss Plaintiffs’ claims.
+Added: After motion practice and argument, the
+Added: court dismissed all claims, except for Ramco’s alleged breach of contract claim and alleged breach of good faith and fair
+Added: dealing as asserted against USARE OpCo.
+Added: The remaining plaintiff has not quantified its alleged damages.
+Added: Ramco and USARE OpCo are now
+Added: engaged in discovery, with trial scheduled for November 2025.
+Added: intends to contest this matter vigorously.
Mine Safety Disclosures.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.