Item 3. Legal Proceedings
Item 3. Legal Proceedings.
From time to time, we may become involved in legal
proceedings or be subject to claims that arise in the ordinary course of our business, the outcomes of which are subject to uncertainty.
Any claims against us, whether meritorious or not, can be time-consuming, result in costly litigation, require significant management
time, create a negative perception of the company with communities, stakeholders, and government agencies and result in the diversion
of significant operational resources.
A complaint was filed in Delaware Chancery
Court by Ramco Asset Management, LLC (“ Ramco ”), US Trading Company Metals RE, LLC, and Dinsha Dynasty Trust
(collectively, the “ Plaintiffs ”) on July 29, 2022 against USARE OpCo, Morzev Pty Ltd., Mordechai Gutnick ATF the
Morzev Trust, Mordechai Gutnick, and Pini Althaus (collectively, the “ Defendants ”), captioned Ramco Asset
Management, LLC v. USA Rare Earth, LLC, C.A. No. 2022-0665-SG (as amended, the “ Complaint” ). In connection with
this matter and a disagreement regarding the number of units of USARE OpCo that were issued to the Plaintiffs in transactions during
2019, the Complaint alleged causes of action for breach of contract, breach of fiduciary duty, breach of the Corporations Act
(Australia), fraud and misrepresentation, and breach of the duty of good faith and fair dealing. The Complaint seeks a variety of
relief, including compensatory and punitive damages, curative equity, attorneys fees and expenses and other relief as may be granted
by the court. USARE OpCo thereafter filed a motion to dismiss Plaintiffs’ claims. After motion practice and argument, the
court dismissed all claims, except for Ramco’s alleged breach of contract claim and alleged breach of good faith and fair
dealing as asserted against USARE OpCo. The remaining plaintiff has not quantified its alleged damages. Ramco and USARE OpCo are now
engaged in discovery, with trial scheduled for November 2025. USARE OpCo
intends to contest this matter vigorously.
Item 4. Mine Safety Disclosures.
Not applicable.
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PART II
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.