At times, the Company may hold (1) assets and liabilities that qualify as financial instruments under ASC 820, “Fair Value Measurement” (“ASC 820”) that are re-measured and reported at fair value at each reporting period, and (2) non-financial assets and liabilities that are re-measured and reported at fair value on a non-recurring basis.

Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the factors market participants would use in valuing the asset or liability.

The Company applies a three-level hierarchy to prioritize the inputs used in measuring fair value:

As of March 31, 2026 and December 31, 2025, the Company's financial instruments consisted of cash and cash equivalents, accounts payable, warrants, the SAFE liability and related party debt. The carrying amount of cash and cash equivalents and accounts payable is stated at cost, which approximates fair value. The carrying amount of the warrants and SAFE liability is fair value, as further described below. The Company did not have any Level 1 or Level 2 assets or liabilities as of either balance sheet date.

Financial Instruments Carried at Fair Value

The Company has no Level 3 financial assets measured on a recurring basis. The following table presents the Level 3 financial liabilities measured on a recurring basis:

Fair Value on a Nonrecurring Basis

There were no assets or liabilities measured at fair value on a nonrecurring basis during the three months ended March 31, 2026 and 2025.

Warrant Liability

On July 22, 2025, the Company issued immediately exercisable and fully vested warrants to purchase shares of its common stock as part of the Foothills transaction. The warrants are freestanding financial instruments and do not meet the criteria for equity classification because the exercise price is denominated in a currency other than the Company's functional currency. As a result, the warrants are not considered indexed to the Company's own stock and are classified as a warrant liability.

The Company estimates the fair value of the warrant liability using the Black-Scholes option-pricing model. The significant unobservable inputs used in the fair value measurement of the warrant liability are the fair value of the underlying stock at the valuation date and the estimated term of the warrants. The warrant liability is categorized as Level 3 because it is valued based on unobservable inputs and management's judgment due to the absence of quoted market prices, inherent lack of liquidity, and the long-term nature of such financial instruments.

Changes to the expected term, expected volatility, or the price of the underlying stock could result in a change to the fair value measurement.

SAFE Liability

In December 2025, the Company entered into SAFE agreements to raise $15,080, which are described in Note 10 - Debt. The SAFE agreements were issued to numerous investors, all of which had identical terms. $11,715 of the SAFE agreements were funded as of December 31, 2025. By January 21, 2026, the Company received the remaining proceeds of $3,365 related to the SAFE agreements issued in December 2025.

The Company's SAFE agreements are recorded at fair value on our balance sheet. The Company’s review of the terms of the agreements and the negotiation process corroborated that cash proceeds received at issuance approximated fair value, and the change in fair value between the issuance date and March 31, 2026 was recognized in the consolidated statements of operations. The fair value of the Company's SAFE agreements was based on significant inputs not observable in the market, which cause the instrument to be classified as a Level 3 measurement within the fair value hierarchy.

The fair value of the Company’s SAFE liability was determined using a probability-weighted expected return methodology (“PWERM”), which considers multiple potential liquidity outcomes and their respective likelihoods. Under this framework, the valuation incorporates three primary scenarios: (i) an initial public offering (“IPO”), (ii) a corporate transaction, and (iii) dissolution. The expected economic outcome under each scenario was estimated and then probability-weighted based on management’s assumptions to arrive at an overall fair value as of the valuation date.

In an IPO scenario, the SAFE agreements are assumed to convert into equity at the more favorable of a discounted IPO price or a price implied by the valuation cap. In a corporate transaction scenario, holders are assumed to have the option to receive either cash equal to the original investment or the value of shares issuable upon conversion, whichever is more favorable. In a dissolution scenario, the payoff is based on a recovery of invested capital, adjusted for an assumed recovery rate.

At issuance, the key assumptions used in pricing the SAFE agreements were the expected timing of the Company's IPO, estimated IPO price, common stock price used in the change of control scenario, probability weighting of the change control scenarios and the credit adjusted discount rate. The valuation also incorporates the impact of embedded optionality arising from the SAFE conversion features and holder election rights. This optionality is estimated using a Black-Scholes option pricing framework, which captures the potential upside associated with conversion under favorable equity valuations and the economic value of the holder’s choice in a corporate transaction. The resulting option value is combined with the present value of expected cash or equity payoffs in each scenario to determine total scenario values. The following table summarizes the assumptions used in the Black-Scholes option-pricing model to estimate the fair value of the SAFE Liability:

On July 22, 2025, the Company purchased 100% of the ordinary shares of FRE Australia, a holding company who, through its subsidiary Foothills Rare Earths, LLC, a North Carolina LLC, is a private exploration stage mining company with operations in the Harris and Talbot Counties of Georgia, United States (the “Shiloh Project”). The project area is secured through a combination of option agreements (see Note 6 – Mineral Interests). The Company accounted for the acquisition of FRE Australia as an asset acquisition that is a VIE. Substantially all of the fair value of the assets acquired was concentrated in a group of similar identifiable assets.

The Company has consolidated FRE Australia, including Southeast Metals LLC (“SEM”), which are variable interest entities, and the carrying amounts of consolidated FRE Australia’s (including SEM) assets and liabilities were as follows as of March 31, 2026 and December 31, 2025:

Additionally, there was a noncontrolling interest of $2,275 related to SEM upon acquisition. SEM and FRE Australia’s creditors do not have recourse to the general credit of the primary beneficiary.

Depreciation expense was $23 and $1 for the three months ended March 31, 2026 and 2025, respectively.

Mineral interests include acquired interests in exploration stage properties, including the costs of options to acquire such properties. Exploration costs are expensed as incurred. Costs of rights or options to explore and lease properties are considered exploration costs and expensed as incurred. As of March 31, 2026, the mineral interests capitalized are held by FRE Australia and SEM, whereas the costs of arrangements entered into by AMBPL have been expensed as incurred. No options were exercised during the three months ended March 31, 2026.

In the event that the Company exercises its options under one or more option agreements and begins commercial exploration, it will be required to make royalty payments based on a percentage of production revenue as defined in the agreements.

Common Stock of REA Inc.

Holders of common stock are entitled to one vote per share. Holders of common stock are entitled to receive any dividends as may be declared from time to time by the Board of Directors. The common stock is not redeemable at the option of the holder.

On August 12, 2025, the Company's Board of Directors adopted the Rare Earth Americas Ltd. 2025 Equity Incentive Plan (the “Plan”). The Plan provides for the grant of stock-based awards to employees, directors, and consultants. Under the Plan, 1,500,000 shares were reserved for stock-based compensation in the form of options, restricted stock units, or other stock-based awards. Shares issued under the Plan shall be drawn from authorized and unissued shares or reacquired common stock.

Through July 21, 2025, some REA Australia employees that provided services to Alpha were eligible to participate in equity-settled stock-based compensation plans that REA Australia operates for its employees and consultants. None of REA Australia's plans are cash-settled.

Restricted Stock Units (“RSUs”)

During the three months ended March 31, 2026, the Company granted RSUs to employees and directors and experienced forfeitures of outstanding RSUs. The grant-date fair value of RSUs granted during the period was determined using valuation methodologies consistent with those applied in prior periods.

The fair value of the Company’s RSUs was determined using a PWERM, assuming an (i) IPO and (ii) corporate transaction scenarios. The expected economic outcome under each scenario was estimated and then probability-weighted based on management’s assumptions to arrive at an overall fair value as of the valuation date.

In the IPO scenario, the RSUs are valued based on an expected IPO price which is discounted for the lack of marketability between the valuation date and the future expected IPO date. In a corporate transaction scenario, the total equity value was determined based on a market approach and allocated to the RSUs using the option pricing method (“OPM”).

At issuance, the key assumptions used in pricing the RSUs were the expected timing of the Company's IPO, estimated IPO price, common stock price used in the change of control scenario, probability weighting of the change control scenarios and discount for lack of marketability.

The discount for lack of marketability was determined considering quantitative models, empirical studies, and market data.

Warrants

In connection with the Company's acquisition of FRE Australia in July 2025, the Company granted warrants which are considered stock-based payments. The Company recognized stock-based compensation expense of $592 for the warrants during the three months ended March 31, 2026. As of March 31, 2026 and December 31, 2025, the fair value of the warrants is $895 and $303, respectively, and all of the warrants granted remain outstanding.

Stock-Based Compensation Expense

As of March 31, 2026 and December 31, 2025, total stock-based compensation expense related to unvested awards not yet recognized was $7,441 and $5,936, respectively. Of the $7,441 unrecognized compensation cost as of March 31, 2026, approximately $6,591 is expected to be recognized upon and after consummation of the performance-based vesting condition, with the remainder primarily related to time-based awards that vest upon completion of specified service periods, irrespective of a liquidity event. As of December 31, 2025, all unrecognized stock-based compensation expense was subject to a performance-based vesting condition.

The consummation of performance-based vesting condition occurred on May 6, 2026 and $5,327 in stock-based compensation expense was immediately recognized. Refer to Note 14 — Subsequent Events for additional details.

SAFE

In late December 2025, the Company entered into SAFE agreements to raise $15,080. The SAFE will convert into shares issued in the next equity financing with equity proceeds of $7,000 or more. Upon such conversion, the conversion price would be the lesser of (a) the price at which the shares were issued in the equity financing less 20% or (b) $250,000 divided by the fully diluted capitalization immediately prior to the equity financing. If a Corporate Transaction (as defined) takes place before the next qualified equity financing, SAFE holders will have the option to have their investment redeemed in cash or converted into common stock. SAFE holders are not entitled to vote or receive dividends prior to conversion.

As of March 31, 2026, all proceeds have been received under the SAFE. The Company accounts for the SAFE as liabilities, with changes in fair value recognized in the consolidated statements of operations. The fair value of the SAFE liability was $11,715 as of December 31, 2025 and $18,489 as of March 31, 2026.

Convertible related party loan - BRC Loan Agreement

In June 2025 AMBPL entered into a loan agreement with BRC, a related party, whereby amounts previously paid by BRC on AMBPL's behalf were formalized into a note payable to BRC. At the inception of the loan agreement, the outstanding balance was $575. As of December 31, 2025, the loan had an outstanding principal and accrued interest balance of $1,123.

Interest under the loan is payable on amounts borrowed at the Brazil Interbank Deposit Certificate rate, which was 14.65% per year as of March 31, 2026. The loan amount plus any accrued interest shall be repaid in full on the earliest of the following dates to occur: (i) December 31, 2026 or (ii) 5 business days after the sale or transfer of a controlling interest in the Company or a controlling interest in the controlling company of AMBPL.

During the three months ended March 31, 2026, we recorded interest expense of $39. As of March 31, 2026 and December 31, 2025, we had accrued interest payable of $191 and $152, respectively. As of March 31, 2026 and December 31, 2025 there were no unamortized premiums, discounts, or deferred costs on the loan.

REA Australia

REA Australia was the sole shareholder of AMBPL until July 22, 2025. Prior to this date, certain shared costs were allocated to the Company by REA Australia and reflected as expenses in the consolidated financial statements. These allocated shared costs were $32 for the three months ended March 31, 2025 and consisted primarily of executive remuneration and stock-based compensation, and to a lesser extent exploration costs. There are no similar costs in the period ended March 31, 2026.

Board of Directors

Unasserted legal claim

The Company uses third-party labor providers to support certain operations. In connection with this model, there is an unasserted, labor-related contingency that could, under certain circumstances, give rise to secondary exposure for the Company if the applicable contractor were unable to satisfy any settlement or judgment. As of the reporting date, no claims have been filed or asserted directly against the Company, and the contractor has not indicated any unwillingness or inability to meet its legal obligations. The contractor remains the primary obligor with respect to any such obligations, and any potential exposure to the Company, if ultimately incurred, would be secondary to the contractor’s primary responsibility.

Based on management’s assessment of the information currently available, the Company determined that a loss related to this matter is probable and reasonably estimable. The Company's balance sheets as of March 31, 2026 and December 31, 2025, include other non-current liabilities of $49 and $47, respectively, for this matter.

The Company will continue to monitor developments and update its estimates as additional information becomes available.

Operating segments are defined as components of an entity engaged in business activities from which they may recognize revenues and incur expenses, and about which discrete financial information is available and evaluated regularly by the entity's chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance.

The Company has two reportable segments due to their geographical location: United States Mining Operations and Brazil Mining Operations. Our Brazil Mining Operation is comprised of AMBPL, which primarily operates two sites in Brazil. Our United States Mining Operation is comprised of FRE Australia (and its wholly owned subsidiary Foothills Rare Earths LLC), a consolidated variable interest entity, which operates a site (Project Shiloh) in the state of Georgia located in the United States pursuant to two option agreements. Prior to the acquisition of FRE Australia, the Company had one reportable segment.

The Company’s CODM has been identified as the Chief Executive Officer, who focuses on segment operating loss as the measure of performance to evaluate different segments and to make decisions to allocate resources and evaluate exploration progress. Exploration and evaluation and general and administrative expenses are the significant segment expenses included in the measure of segment operating loss and used to monitor budget version actual results.

Assets other than long-lived assets are not regularly reported to the CODM on the segment basis because they consist primarily of cash and assets not specific to a segment.

IPO

Subsequent to March 31, 2026, the Company completed its initial public offering (the “Offering”) of 3,333,331 shares of common stock at an initial public offering price of $19.00 per share, for gross proceeds of approximately $63.3 million. The Offering closed on May 7, 2026, and the Company received net proceeds of approximately $58.9 million before offering expenses, after deducting underwriting discounts and commissions. In connection with the Offering, the Company’s common stock began trading on the NYSE American LLC under the symbol “REA.” The Company granted the underwriters a 30‑day option to purchase additional shares of common stock and the underwriters exercised a portion of the over‑allotment option to purchase 299,789 additional shares, which settled on May 14, 2026 for net proceeds of $5.3 million.

SAFE Conversion

In connection with the completion of the Offering, all SAFE agreements automatically converted into 1,037,100 shares of the Company’s common stock in accordance with the terms of the SAFE agreements.

RSU Vesting

In connection with the completion of the Offering, outstanding RSUs that were subject to a liquidity‑based vesting condition vested in accordance with their contractual terms. As a result, 581,609 RSUs vested upon the closing of the Offering. Certain of these vested RSUs are subject to contractual lock‑up provisions and will be settled in shares of the Company’s common stock following the expiration of the applicable lock‑up period of 180 days.

BRC Loan Agreement Conversion

In connection with the completion of the Offering, the convertible related party loan was converted into 201,807 shares of common stock at a fixed conversion price of $6.55 per share.

Greenfield Agreement Conversion

In connection with the Company’s Mineral Rights Assignment and Covenants Agreement (the “Greenfield Agreement”), and following the completion of the Offering, the Company issued 19,052 shares of its common stock to Greenfield Exploration Ltda. and Focus Capital Partners Pty Ltd. The issuance represents equity consideration in lieu of cash for a portion of the contractual payment obligations triggered by the Offering, consistent with the terms of the Greenfield Agreement.

2026 Equity Incentive Plan