REA 8-K
Rare Earths Americas, Inc. (REA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
On August 20, 2026, Foothills Rare Earths, LLC ("FRE US"), a wholly owned subsidiary of Rare Earths Americas, Inc. (the "Company"), entered into an Assignment and Assumption of Lease (the "Assignment") with Southeast Metals LLC ("SEM"). Pursuant to the Assignment, SEM assigned to FRE US all of its right, title and interest in and to that certain Mining Lease Agreement, dated October 1, 2020, between SEM and Weyerhaeuser Company (now Weyerhaeuser Forest Holdings, Inc.), as amended (the "Weyerhaeuser Lease"), and FRE US assumed the obligations under the Weyerhaeuser Lease required to be performed on or after August 20, 2026.
The Assignment was completed in connection with FRE US's exercise of its option to acquire and assume the Weyerhaeuser Lease, as previously disclosed in the Company's Current Report on Form 8-K filed on August 6, 2026. The Third Amendment to the Option and Project Evaluation Agreement, under which the option was granted and exercised, was filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.
Consideration paid at closing consisted of $375,000 in cash and 165,153 shares of the Company's common stock, representing the $2,000,000 in stock consideration previously disclosed. The shares were issued in a private placement exempt from registration under the Securities Act of 1933, as amended.
The Weyerhaeuser Lease covers approximately 1,662.8 acres in Harris and Talbot Counties, Georgia. It provides for annual rental payments of $75,000 beginning in year four and a 5% royalty on rare earth products and byproducts produced from the lease area. The Weyerhaeuser Lease was filed as Exhibit 10.22 to the Company's Registration Statement on Form S-1, and was amended pursuant to a First Amendment to Mining Lease Agreement dated January 30, 2026 between Weyerhaeuser Forest Holdings, Inc. and SEM, which amendment is filed as Exhibit 10.2 to this Current Report on Form 8-K.
The foregoing description of the Assignment and the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are filed as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
Item 9.01 Exhibits.
Exhibit No. |
Description |
10.1* |
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10.2* |
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104 |
Cover Page Interactive Data File (embedded inline with the Inline XBRL document) |
*Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Rare Earths Americas, Inc. |
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Date: |
August 25, 2026 |
By: |
/s/ Jennifer S. Grafton |
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Jennifer S. Grafton, COO, General Counsel and Secretary |
Exhibit 10.1
ASSIGNMENT AND ASSUMPTION OF LEASE
THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this “Assignment”) is made as of August 20, 2026 (the “Effective Date”), by and between SOUTHEAST METALS LLC, a Virginia limited liability company (“Assignor”), whose notice address is 650 Peter Jefferson Parkway Suite 230, Charlottesville, Virginia 22911, and FOOTHILLS RARE EARTHS, LLC, a North Carolina limited liability company (“Assignee”), whose notice address is 101 W. Main Street, Manchester, Georgia 31816.
WITNESSETH:
A. Assignor is the lessee under that certain Mining Lease Agreement dated effective October 1, 2020 (the “Lease”) by and between Assignor and Weyerhaeuser Company, a Washington corporation, with respect to certain premises located in Harris and Talbot Counties, Georgia, as more particularly described therein (the “Premises”).
B. Pursuant to that certain Option and Project Evaluation Agreement dated December 11, 2020 (as amended, the “Agreement”), Assignor shall assign to Assignee all right, title and interest of Assignor in the Lease, subject to the conditions set forth in the Agreement.
NOW, THEREFORE, for the good and valuable consideration set forth in the Agreement, the receipt, adequacy and legal sufficiency of which are hereby acknowledged by the parties, and intending to be legally bound, the parties hereto hereby covenant and agree as follows:
1. Assignment. Assignor hereby grants, assigns, transfers and conveys to Assignee, its successors and assigns, as of the Effective Date, all of Assignor’s rights, title, and interest in, to and under the Lease and the Premises, including, without limitation, extension and renewal rights, and any easements, appurtenances and nondisturbance rights in favor of or benefiting the Premises.
2. Assumption. As of the Effective Date, Assignee hereby assumes all of Assignor’s rights, title, and interest in, to and under the Lease and all obligations and duties arising under the Lease, to the extent such obligations and duties are required to be performed on or after the Effective Date.
3. Entire Agreement. This Assignment constitutes the entire understanding between the parties with respect to the subject matter hereof. This Assignment may be amended, supplemented or otherwise modified only by a written instrument duly executed by the parties to this Assignment. Notwithstanding anything to the contrary in this Assignment, in no event shall
the terms of this Assignment change, modify or in any way alter the terms, conditions and obligations set forth in the Agreement.
4. Assignor’s Indemnification. Assignor agrees to indemnify and hold Assignee harmless from all cost, liability, damage or expenses, including, without limitation, reasonable attorneys’ fees, arising out of the Lease and originating prior the Effective Date and/or which are applicable to periods occurring prior to the Effective Date, except for any such cost, liability, damage or expenses, including, without limitation, reasonable attorneys’ fees, arising on and after the Effective Date due to activities of Assignee required under the Agreement prior to the Effective Date for which Assignee will indemnify Assignor.
5. Assignee’s Indemnification. Assignee agrees to indemnify and hold Assignor harmless from all cost, liability, damage or expenses, including, without limitation, reasonable attorneys’ fees, arising out of the Lease and originating on and after the Effective Date and/or which are applicable to periods occurring on or after the Effective Date, except for any such cost, liability, damage or expenses, including, without limitation, reasonable attorneys’ fees, arising on and after the Effective Date due to activities of Assignor prior to the Effective Date for which Assignor will indemnify Assignee pursuant to Section 4.
6. Governing Law. This Assignment shall be deemed to be made under, construed in accordance with and governed by the laws of the state where the Premises are located, without regard to any applicable conflicts of law principles.
7. Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns.
8. Counterparts; Execution by Electronic Means. This Assignment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument. The reproduction of signatures by means of facsimile device or other electronic means shall be treated as though such reproductions are executed originals.
9. Captions; Section Headings. Captions and section headings used herein are for convenience only and are not part of this Assignment, and shall not be used in construing it. References herein to sections and paragraphs shall apply to sections and paragraphs of this Assignment.
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IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed the day and year first above written.
ASSIGNOR:
SOUTHEAST METALS LLC,
a Virginia limited liability company
By: /s/ Bart L. Graham
Name: Bart L. Graham
Title: Assistant Manager
ASSIGNEE:
FOOTHILLS RARE EARTHS, LLC,
a North Carolina limited liability company
By: /s/ Kevin McCarty
Name: Kevin McCarty
Title: VP of Exploration
Signature Page to Assignment and Assumption of Lease
Exhibit 10.2
FIRST AMENDMENT TO MINING LEASE AGREEMENT
This First Amendment to Mining Lease Agreement (this “Amendment”), dated as of January 30, 2026 (the “Effective Date”), is by and between WEYERHAEUSER FOREST HOLDINGS, INC., a Delaware corporation (“Weyerhaeuser”) and SOUTHEAST METALS, LLC, a Virginia limited liability company (“Lessee”).
RECITALS
A. Whereas, Weyerhaeuser Company, a Washington corporation, and Lessee entered into that certain Mining Lease Agreement dated October 1, 2020 (the “Lease”) regarding property in Harris and Talbot Counties, Georgia, as more particularly described in the Lease (the “Lease Area”).
B. Whereas, Weyerhaeuser Company conveyed the Lease Area and assigned its rights and obligations under the Lease to Weyerhaeuser on or about January 1, 2025, such that Weyerhaeuser is now the Lessor under the Lease.
C. Whereas, Weyerhaeuser and Lessee now desire to modify the terms of the Lease pursuant to the terms and conditions of this Amendment.
NOW THEREFORE, in consideration of the foregoing, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree that the Lease will be and is hereby amended as follows:
AGREEMENT
1. Capitalized Terms. Capitalized terms used but not defined in this Amendment have the meanings given to them in the Lease.
2. Insurance. Section 11.2 of the Lease is deleted and replaced in its entirety with the following:
11.2 Insurance.
(a) During Exploration Activities and Prior to Development or Mining Operations. Beginning on the Effective Date, and at all times of the Term when not engaged in Development or Mining Operations, including without limitation during Exploration Activities, Lessee shall obtain and maintain in full force and effect, at Lessee’s sole expense, the following
insurance coverages on Lessee’s operations, which insurance shall be by companies with a Best’s rating of no less than A- VIII and otherwise acceptable to Lessor:
(i) Commercial General Liability (occurrence form), covering bodily injury and property damage liability and including coverage for contractual liability products and completed operations liability with limits of $2,000,000 per occurrence, $2,000,000 Aggregate Products - Completed Operations, and $2,000,000 General Aggregate;
(ii) Comprehensive Automobile Liability covering owned, hired, and non-owned vehicles with minimum limits of $1,000,000 per person and $1,000,000 per accident for bodily injury and $1,000,000 property damage or combined single limit of at least $1,000,000;
(iii) Workers’ Compensation insurance coverage as required by state law; and
(iv) Employer’s Liability with limits of $500,000 each accident, $500,000 disease-each employee, $500,000 disease-policy limit.
(v) Whenever conducting logging operations per Section 10.4(b) above, Lessee shall add to its Commercial General Liability insurance, and ensure that its logging contractor carries, Loggers’ Property Damage—Broad Form coverage, with the contractual liability exclusion deleted and a limit not less than $1,000,000 per occurrence.
(b) During Development or Mining Operations. During any period during which Lessee or its successors, Affiliates, personnel, invitees, agents, and/or contractors are engaging in Development or Mining Operations, Lessee shall obtain and maintain in full force and effect, at Lessee’s sole expense, the following insurance coverages on Lessee’s operations, which insurance shall be by companies with a Best’s rating of no less than A- VIII and otherwise acceptable to Lessor:
(i) Commercial General Liability (occurrence form), covering bodily injury and property damage liability, including contractual, products and completed operations and coverage for explosion, collapse and underground (xcu) with minimum limits of $5,000,000 per occurrence, $5,000,000 Products–Completed Operations Aggregate, and $5,000,000 General Aggregate;
(ii) Comprehensive Automobile Liability covering owned, hired, and non-owned vehicles with minimum limits of $1,000,000 per person and $1,000,000 per accident for bodily injury and $1,000,000 property damage or combined single limit of at least $1,000,000;
(iii) Workers’ Compensation or Industrial Accident insurance providing benefits as required by law, including Employer’s or Stop-Gap Liability with a minimum limit of $1,000,000 per accident;
(iv) Environmental/Pollution Legal Liability with minimum limits of $5,000,000 per claim and $10,000,000 aggregate. Coverage shall be in effect at all times during this Lease;
(v) Whenever conducting logging operations per Section 10.4(b) above, Lessee shall add to its Commercial General Liability insurance, and ensure that its logging contractor carries, Loggers’ Property Damage—Broad Form coverage, with the contractual liability exclusion deleted and a limit not less than $1,000,000 per occurrence.
(c) Additional Requirements. Lessee shall require each contractor or subcontractor to provide such insurance as required above. Lessee shall furnish Lessor with Certificates of Insurance evidencing such coverage, and Lessee shall endeavor to require its insurance carriers to give Lessor at least thirty (30) days’ written notice prior to any change in, nonrenewal or cancellation of coverage, in whole or in part. Lessor and its Affiliates shall be designated as Additional Insureds evidenced by copy of the Additional Insured Endorsement. If Lessee’s insurance carriers refuse to provide such notification, then Lessee shall give such notice to Lessor. Lessee’s insurance shall be primary, and all insurance or self-insurance of Lessor and its Affiliates shall be excess of any insurance provided by Lessee. If Lessee desires to self-insure to at least the above levels of coverage, Lessee shall provide information regarding its financial ability to cover such claims. Lessor’s approval of self-insurance by Lessee shall not be unreasonably withheld.
3. No Other Modifications. Except as herein expressly provided, all of the terms and conditions of the Lease, as heretofore amended, will remain in effect and unmodified. Any future reference to the Lease will be deemed to be a reference to the Lease as amended by this Amendment.
4. Authority. The individuals executing this Amendment represent and warrant that they have full power and authority to do so and to bind Lessee and Weyerhaeuser to the terms hereof.
5. Counterparts. This Amendment may be executed simultaneously in one or more counterparts, which taken collectively shall be considered an original, valid and binding agreement. This Amendment is effective upon execution by all parties. Execution may be accomplished by facsimile or electronic (email) transmission of the respective signature pages of the agreement to the other party.
In witness whereof, the parties have executed this Amendment as of the day and year first above written.
WEYERHAEUSER FOREST HOLDINGS, INC.
By: /s/ Kendall B. Fountain
Name: Kendall B. Fountain
Its: VP, Energy and Natural Resources
SOUTHEAST METALS, LLC
By: /s/ Bart L. Graham
Name: Bart L. Graham
Its: Assistant Manager