6 

7 

Current

Upon entry into the Contribution Agreement, the Company assigned the following contracts and Planned Exploration Activitiesassets to Round Top in exchange for its initial 20% membership interest in Round Top:

Stage 1

and USARE assigned the following assets to Round Top (or the Company, as applicable) for its initial 80% membership interest in Round Top:

On June 26, 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 receiptthe contribution of adequatethe 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.

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:

For example, the dilution with respect to the December 2023 Round Top cash call notice that was sent on November 16, 2023 was calculated as follows: (A) the USARE ownership interest in Round Top at October 27, 2023 was 80.274% and the Company’s ownership interest in Round Top at October 27, 2023 was 19.726%; (B) the December 2023 Round Top cash call noticed on November 16, 2023 was for an aggregate amount of $726,188, of which $582,939 is to be contributed by USARE and $143,249 is to be contributed by the Company; (C) the Company provided a Notice of Non-Contribution stating that it will not contribute the $143,249 which then became the Shortfall Amount; (D) USARE will contribute its $582,939 plus the Shortfall Amount; and (E) the Company as of the date of the Notice of Non-Contribution had a market capitalization of $24,585,099. Accordingly, the Shortfall Amount equaled 0.583% of the Company’s market capitalization, and the Company’s percentage Interest in the Company was reduced to 19.611%.

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:

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. USARE’s contribution of approximately $3,761,750 in cash to Round Top in May 2021 was used first to fund operations pursuant to the initial 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 funded $386,400 in cash during the fiscal year ended August 31, 2023 and elected not to fund $448,800 which resulted in the dilution of our Round Top membership interest to 19.874% at August 31, 2023. Subsequent to September 1, 2023 through the date of this Annual Report, we plannotified USARE that we had elected not to completecontribute in cash our proportionate interest in aggregate cash calls of $396,249 which reduced our RTMD ownership interest to 19.611% as of the developmentdate of this Annual Report pursuant to the dilution mechanism in the June 2023 amended Operating Agreement. USARE has advised us that the preliminary estimate of the Round Top Budget for the fiscal year ending August 31, 2024, is currently anticipated to be between $15 million to $20 million, with the Company’s portion currently being estimated to be between $3 million to $4 million. It is possible that the Round Top Budget for the current fiscal year could increase 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 its currently expected cash calls and general and administrative expenses during the fiscal year ending August 31, 2024; consequently our ownership interest in the Round Top Project will likely be further diluted during this current fiscal year. In future periods, 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 our Round Top cash calls. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources.”

Operations of the Round Top Project

During the fiscal year ending August 31, 2024, Round Top is currently anticipated to fund the expenditure of between $15 million to $20 million to optimize the leaching and developing of the CIX/CIC processing of the Round Top primary leach solution. The bench scale testing of thisProject. Initial process Stage 1, was divided into two phases. Phase 1, now completed, was to purify the primary leach solution and produce a concentrated, low flow rate feedstock suitable for further processing by CIX/CIC. Development has now progressed into Phase 2 which is to effect a separationdesign work will be carried out at USARE’s facility in Wheat Ridge, Colorado. Pending completion of the rare earth elements into groups for final refinement. In work completedinitial process development, this facility will either be relocated to date, we have producedor replicated at USARE’s Oklahoma facility where a concentrated solution from which we have removed the low value elements lanthanum and cerium. The resulting solution containing the high value rare earth elements could be precipitated into a marketable concentrate if so desired.

Work now is in progress to make the final purified elemental oxides, thereby completing Stage 1 bench scale testing. This work is being done in conjunction with the contract from the Defense Logistics Agency to produce the highly purified yttrium, ytterbium and other element products.

Stage 2

Stage 2 will consist of the pilot plant scale testing of the process proven most effective by Stage 1, and will consist of the work requiredis expected to bring the processing plant into full feasibility with capital and operating costsbe established. It is estimated to an accuracy range of 10 -15%. Stage 2 will also develop the heap leach procedure to pre-feasibility level with capital and operating estimated to an accuracy of 25 - 35%. Environmental base line studies and initial co-ordination with the Texas regulatory agencies will be included in this stage.

Stage 3

Stage 3 will bringthat the Round Top Project will require additional time and further expenditure to fullcomplete a bankable feasibility level with all electrical power and water needs developed, final engineering of heap leach systems, mine design and engineering, geotechnical drilling and construction planning, and permitting in place. Additional drilling to bring all ofstudy. As such, it is possible that the rock includedRound Top Budget will increase in the 20current fiscal year. In accordance with the current Round Top Budget, the Company does not have sufficient capital to fund its total cash calls (currently anticipated to be between $3 million to $4 million) and expected general and administrative expenses (of not less than $600,000) during the fiscal year pitending August 31, 2024; accordingly, we expect to a measured or indicated resourced category.incur dilution to our then current membership interest in lieu of funding our Round Top cash calls.

Trends – Rare-Earth MarketMarkets

Rare earth elements, (or “REEs”)or REEs, are a group of chemically similar elements that usually are found together in nature;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 completefund our plan of exploration and, if warranted, development at the Round Top Projectexpected cash calls in RTMD may be impacted by future prices for REEs.

Rare earth prices are extremely depressed at this time. It is thought that the liquidation of excessive inventories in China is causing these depressed prices. Chinese sources observe that most of the Chinese primary producers are not showing profit at this time. However, demand for rare earth products continues to grow at a healthy rate. We believe that the present prices will likely prevail for the next year at least until the surplus Chinese product is absorbed by the market.

Pricing for REEs has experienced significant volatility over the past several years, but current prices for all REEs remain significantly higher than pre-2010 levels, although they have fallen from the peak levels seen in 2011. According to www.metal-pages.com (“Metal-Pages”) REE prices increased from mid-2010 to mid-2011 approximately 2,000 to 3,000 percent, depending on the element, and then REE prices began decreasing through the end of 2011. REO prices of individual oxides increased considerably during the first two quarters of 2011 but declined thereafter through to the end of the year. Beginning in the second quarter of 2012, REE prices have decreased significantly for all REEs.

Pricing is affected by a number of factors, including the general health of the global economy, efforts to institute greater environmental reforms in China, industry consolidation, stockpile build-ups in China and by consumers and governments, lack of certainty regarding future REE production, development and continued use of REE technologies, potential oversupply, potential substitution of other metals, and potential for recycling REEs.

REE supply markets continue to be dominated by China, which produced an estimated 86% of the global REE production in 2012. IMCOA forecasts that global rare earth supply will increase to 180,000 mt in 2016, with China producing approximately 65% of that total. In relation to global REE demand, based on the IMCOA Report, REE total demand is forecasted to increase from 115,000 tonnes in 2012 to 162,500 tonnes in 2016. It is forecasted that the demand for REE will increase at a rate of eight to 10 percent per year for the next five to 10 years, but this is dependent on continued development and use of REEs in new technologies.

We plan on focusing primarily on so-called “heavy” rare earth elements (HREE). The supply market for HREEs is dominated by the Chinese who control approximately 99% of the market. In addition to the pricing influences mentioned above applicable to all REEs, pricing of HREEs in the future is expected to be highly influenced by China policies of HREE supply and China stockpile buildups.

Sources and Availability of Raw Materials

We areThe Round Top Project is currently in the exploration stage and as such we doRound Top does not require any significant raw materials in order to carry out ourits primary operating activities. Our primary operating objectiveThe goal of RTMD is to explorecontinue to fund the exploration and developdevelopment of the Round Top Project. For at least the next year, we expectProject to continue to require the usedetermine whether it is commercially feasible, of contract drilling services in order to obtain additional geological information. In the past year we have been able to secure contract drilling services without excessive delay and costs. We expect the contract drilling services will continue towhich there can be available over the next year.

no assurance. The raw materials that ourthe current operations of Round Top rely onupon 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 which is used for the drilling operations.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. We competeRound Top competes with numerous companies, substantially all withof which have greater financial resources available to them. WeRound Top is, therefore, are 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 usRTMD 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, weRTMD and the Company will be at a competitive disadvantage in identifying possible mining properties and procuring the same.

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 profitability.operations. As a result of these factors, weRTMD 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. Finally, itIt 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. OurThe 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, and we are not aware of any probable government regulations that would impact the Company.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, we areRound 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.

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 USFWSUnited 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, 2017, we2023, RTMD incurred minimal costs in complying with environmental laws and regulations in relation to ourits operating activities.

Employees

Employees

Including our executive officers, we currently have three fulltimetwo full-time employees. Salaries for these three employees are in arrears and are accrued monthly. We also utilize the services of qualified consultants with geological and mineralogical expertise as well as individualsan 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:

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 www.TMRC.com our Annual Reportannual 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.

Our filings can also be viewed at our corporate offices, located at 539 El Paso Street, Sierra Blanca, Texas 79851. Our reports, registration statements and other information can be inspected on the SEC’s website at www.sec.gov and such information can also be inspected and copies ordered at the public reference facilities maintained by the SEC at the following location: Judiciary Plaza, 100 F Street NE, Washington, D.C. 20549.

Executive Officers of the Company

The following table sets forth certain information regarding our executive officers as of December 11, 2017:

Daniel E. Gorski – Mr. Gorski has severed as a director of the Company since January 2006 and as the Company’s chief operating officer since May 2011. Prior thereto, Mr. Gorski served as the Company’s president and chief executive officer from January 2007 to May 2011. From July 2004 to January 2006, Mr. Gorski was the co-founder and vice president of operations for High Plains Uranium Inc., a uranium exploration and development company that went public on the Toronto Stock Exchange in December 2005. Between June 1996 to May 2004, Mr. Gorski served as an officer and director of Metalline Mining Co., a publicly traded mining and development company with holdings in the Sierra Mojada Mining District, Coahuila, Mexico. From January 1992 to June 1996, Mr. Gorski was the exploration geologist under contract to USMX Inc. and worked exclusively in Latin America. Mr. Gorski earned a BS in 1960 from Sul Ross State College, in Alpine, Texas and an MA in 1970 from the University of Texas in Austin, Texas. Mr. Gorski has over forty-three years of experience in the mining industry.

Wm Chris Mathers – Mr. Mathers was appointed as the Company’s Chief Financial Officer from 2010 through 2012 and again from February 2016 through the present. Mr. Mathers is also involved in providing contract chief financial officer and consulting services to a wide variety of privately and publicly held companies. From 1993 through 1999, Mr. Mathers served as CFO to InterSystems, Inc. (AMEX:II). Mr. Mathers began his career in public accounting with the international accounting firm of PriceWaterhouse. Mr. Mathers holds a BBA in accounting from Southwestern University located in Georgetown, Texas, and is also a Certified Public Accountant.

ITEM 1A. RISK FACTORS

The following sets forth certain risks and uncertainties that could have a material adverse effect on our business, financial condition and/or results of operations, and the trading price of our common stock which may decline (it has recently declined and may continue to further decline) and investors may lose all or part of their investment. These risk factors should be considered along with the forward-looking statements contained in this Annual Report on Form 10-K because these factors could cause our actual results or financial condition to differ materially from those projected in forward-looking statements. Additional risks and uncertainties that we do not presently know or that we currently deem immaterial also may impair our business operations. We cannot assure you that we will successfully address these risks or that other unknown risks exist that may affect our business.

Risks Associated with our investment in Round Top

Failure to fund cash calls.

USARE, as manager, will issue monthly cash calls pursuant to adopted Budgets. Both parties, as members, will have 10 days after receipt of such a billing to meet the cash call. Failure to meet a cash call results in dilution. The governing provisions of the Operating Agreement with respect to cash calls and dilution are as follows:

Cash Calls.

On the basis of the adopted program and 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, being 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, then USARE shall fund the entire shortfall, being the 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, being 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, being 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.

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:

As such, the failure by us to fund our cash calls will result in dilution to our membership interest in RTMD, which could be significant over time and could ultimately reduce us to a 3% membership interest and possibly a Priority Distribution owed to USARE, as described above. Dilution to our membership interest in RTMD will adversely affect the value of our Company and likely the value of our Common Stock. We currently do not have the necessary capital to fund future cash calls and there can be no assurance that we will be able to raise additional capital to fund cash calls. Moreover, the raising of capital by issuing shares of Common Stock will result in dilution to our common stockholders).

Certain matters that require unanimous management committee approval will not be applicable if the Company’s membership interest falls below 15% in Round Top.

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:

Any future dilution of our membership interest in RTMD below 15% will adversely impact our input with respect to certain RTMD corporate actions, which could adversely affect us.

We have relied on an exclusion from the definition of “investment company” in order to avoid being subject to the Investment Company Act of 1940. To the extent the nature of our business changes in the future, we may become subject to the requirements of the 1940 Act, which would limit our business operations and require us to spend significant resources in order to comply with such Act.

The 1940 Act defines an “investment company,” among other things, as an issuer that is engaged in the business of investing, reinvesting, owning, holding or trading in securities and owns investment securities having a value exceeding 40 percent of the issuer’s unconsolidated assets, excluding cash items and securities issued by the federal government. However, the 1940 Act excludes from this definition any person 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 relating to such mineral royalties or leases. We believe that we satisfy this mineral company exception to the definition of “investment company.” If our reliance on the mineral company exclusion from the definition of investment company is misplaced, we may have been in violation of the 1940 Act, the consequences of which can be significant. For example, investment companies that fail to register under the 1940 Act are prohibited from conducting business in interstate commerce, which includes selling securities or entering into other contracts in interstate commerce.

If in the future the nature of our business changes, or a regulatory agency would disagree with our analysis regarding the exclusion from the 1940 Act, such that the mineral company exception to the threshold definition of investment company is not available to us, we will be required to register as an investment company with the SEC. The ramifications of becoming an investment company, both in terms of the restrictions it would have on our Company and the cost of compliance, would be significant. For example, in addition to expenses related to initially registering as an investment company, the 1940 Act also imposes various restrictions with regard to our ability to enter into affiliated transactions, the diversification of our assets and our ability to borrow money. If we became subject to the 1940 Act at some point in the future, our ability to continue pursuing our business plan would be severely limited as it would be significantly more difficult for us to raise additional capital in a manner that would comply with the requirements of the 1940 Act. To the extent we are unable to raise additional capital, we may be forced to discontinue our operations or sell or otherwise dispose of our mineral assets.

Risk Related to Our Business, Including Being an Owner of a 19.611% membership interest in a Mineral Project Being Operated by Round Top

Our ability to operate as a going concern is in doubt.

The audit opinion and notes that accompany our financial statements for the year ended August 31, 2017, disclose a going concern qualification to our ability to continue in business. The accompanying financial statements have been prepared underassuming that the assumptionCompany will continue as a going concern.

Our financial statements have been prepared assuming that wethe Company will continue as a going concern. We areThe Company has an exploration stage companyaccumulated deficit from inception through August 31, 2023, of approximately $42,344,000 and we have incurredhas yet to achieve profitable operations, and projects further losses since our inception. We do not have anyin the development of its business. At August 31, 2023, the Company had a working capital to fund normal operations and meet debt obligations without deferring payment on certain current liabilities and raising additional funds.

We currently have no historical recurring sourcesurplus of revenue and ourapproximately $1,025,000; however the Company’s ability to continue as a going concern is dependent on ourupon its ability to raiseobtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due.

In accordance with our current projected Budget, the Company does not have sufficient capital to fund its (i) total cash calls expected during the fiscal year ending August 31, 2024 (currently anticipated to be between approximately $3 million to $4 million) and (ii) expected general and administrative expenses during the fiscal year ending August 31, 2024 (expected to be at least $600,000). Thus far during the current fiscal year, we have elected to incur dilution to our future explorationRound Top membership interest which as of the date of this Annual report is 19.611% and working capital requirements or our abilitythe failure of the Company to profitably execute our business plan. Our plans formake required cash calls to Round Top during the long-term return to and continuation as a going concern include financing our future operations through salesremainder of our common stock and/current fiscal year will result in further dilution to our current 19.611% ownership interest. We expect to incur dilution to our then current membership interest to fund our cash call obligations during the fiscal year ending August 31, 2024. The Company may be required to raise additional capital to fund its obligations (pursuant to the current Budget if it elects not to incur dilution to its then current membership interest and to fund general and administrative expenses) during the fiscal year ended August 31, 2024. There can be no assurance that the Company will be able to raise the necessary capital to fund its cash calls and expected general and administrative expenses. We have no firm commitments for equity or debt financing and the eventual profitable exploitation of our mining properties. Additionally, the current capital markets and general economic conditions in the United States are significant obstacles to raising the required funds. Theseany financing that may be obtained will be on a best efforts basis. Based on these factors, raisethere is substantial doubt about ouras to the Company’s ability to continue as a going concern.

The financial statements do not include any adjustments that might be necessary shouldconcern for a period of twelve months from the Company be unable to continue as a going concern. If the going concern basis were not appropriate forissuance date of these financial statements, adjustments would be necessary in the carrying value of assets and liabilities, the reported expenses and the balance sheet classifications used.statements. The failure to obtain sufficient financing may cause us to curtail or discontinue operations.

We have a history of losses and will require additional financing to fund exploration and, if warranted, development and production of our properties.operations. Failure to obtain additional financing could have a material adverse effect on our financial condition and results of operation and could cast uncertainty on our ability to continue as a going concern.concern in future periods.

We had no revenues duringDuring the fiscal year ended August 31, 2017.2023, we had no revenues. For the fiscal year ended August 31, 2017,2023, our net loss was approximately $2,135,000$2.6 million and our accumulated deficit at August 31, 20172023 was approximately $34.6$42.3 million. At August 31, 2017,2023, our cash position was approximately $1,000$1.1 million and our working capital deficitsurplus was approximately $1,502,000. We have$1.0 million. Round Top has not commenced commercial production on any of ourits mineral properties. We haveproperties, and there can be no revenues from operations and anticipate weassurance that the Round Top Project will have no operating revenues until we place one or more of our properties intoever commence commercial production. All of our properties are in the exploration stage.

We will need to raise additional funding to implement our business strategy. We currently do not have any working capital.

During the current fiscal year ending August 31, 2018, we plan2024, it is likely that USARE will be required to completefund our portion of current Round Top Budget estimated to be between $3 million and $4 million to optimize the first partleaching and developing of Stage 2the CIX/CIC processing of the Round Top Project, based on our metallurgical activities as discussedcurrent cash position (which will result in dilution to our membership interest in RTMD). Initial process design work will be carried out at USARE’s facility in Wheat Ridge, Colorado. Pending completion of the section heading “ITEM 2. PROPERTIES” ofinitial process development, this Annual Report. Our initial budget for Stage 1 of activity was approximately $508,000. To date we have spent approximately $134,000 completing Stage 1. Stage 2 is subdivided into two parts, the first, referredfacility will either be relocated to as milestone 1, is the bench scale separation of selected high purity rare earth carbonate. The second part, or milestone 2, is the construction and operation ofreplicated at USARE’s Oklahoma facility where a pilot plant. Milestone 1 of Stage 2 is in progress andplant is expected to be completed byestablished. It is estimated that the end of calendar year 2015. TMRC has spent approximately $360,000 on this phaseRound Top Project will require additional time and this expense isfurther expenditure to be augmented by an additional $140,000 supplied by the Defense Logistics Agency of the Department of Defense. Projected costs of the second part of Stage 2, milestone 2, is approximately $1,120,000. The final part of Stage 2, milestone 3, is the preparation ofcomplete a bankable feasibility study, if at all.

In accordance with the current Round Top Budget, the Company will likely continue to elect to incur dilution to its Round Top membership interest in lieu of providing cash payments to fund its portion of the process and is expected to cost approximately $500,000. We anticipate that our financing efforts will raiseRound Top Budget, as we don’t have sufficient capital to finish Stage 2 but therefund currently expected cash calls and general and administrative expenses during the fiscal year ending August 31, 2024. If we were to elect to fund our portion of the expected Round Top Budget in cash, we would be required to raise additional capital to fund our obligations during this fiscal year. Moreover, it is possible that the Round Top Budget for the fiscal year ended August 31, 2024 could increase and it should be expected that such Round Top Budget will be higher in future periods. There can be no guaranteeassurance that we will be able to raise the working capital necessary to complete Stage 1 or begin Stage 2 activities. After completion of Stage 2, we will use any remaining available capital to begin work on other phasesfund our cash calls and general and administrative expenses either during this current fiscal year or thereafter. The failure to fund our portion of project feasibility work.

We currently do not have any funds to complete exploration and development work on any of our properties, which means that we will be required to raise additional capital, enter into joint venture relationships the Round Top Budget during this current fiscal year and/or find alternative means to finance placing one or more of our properties into commercial production, if warranted. Failure to obtain sufficient financing maythereafter would result in the delay or indefinite postponement of exploration and development or production on one or morecontinued dilution of our properties and any properties we may acquire in the future membership interest Round Top (currently 19.611%, which dilution during this current fiscal year and/or even a loss of property interests. This includesthereafter could be significant), and/or could cause us to curtail or cease our leases over claims covering the principal deposits on our properties, which may expire unless we expend minimum levels of expenditures over the terms of such leases. We cannot be certain that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favorable or acceptable to us. Our ability to arrange additional financing in the future will depend, in part, on the prevailing capital market conditions as well as our business performance.

operations. The most likely source of future financing presently available to us is through the sale of our securities.securities, of which there is no assurance that we will be able to raise additional capital on reasonable terms, if at all. Any sale of our shares of common stockCommon Stock to raise capital will result in dilution of equity ownership to existing stockholders. This means that if we sell shares of common stock,Common Stock, more shares will be outstanding and each existing stockholder will own a smaller percentage of the shares then outstanding. Additionally, the actual or perceived sale of additional shares of Common Stock could have the effect of decreasing our stock price, which would further exacerbate dilution to our existing shareholders. Alternatively, we may rely on debt financing and assume debt obligations that require us to make substantial interest and capitalprincipal payments. Also, we may issue or grant warrants or options in the future pursuant to which additional shares of common stockCommon Stock may be issued. Exercise of such warrants or options will result in dilution of equity ownership to our existing stockholders. We have no firm commitments with respect to obtaining equity or debt financing and, accordingly, we will be reliant upon a best efforts financing strategy. The failure to obtain sufficient financing in this current fiscal year or subsequent thereto will result in the continued dilution of our membership interest in RTMD (which could be significant) and/or may cause us to curtail or discontinue operations.

We have a limited operating history on which to base an evaluation of our business and properties.

Any investment in the Company should be considered a high-risk investment because investors will be placing funds at risk in an early stage, under-capitalized business with unforeseen costs, expenses, competition, a history of operating losses and other problems to which start-up ventures are often subject. Investors should not invest in the Company unless they can afford to lose their entire investment. Your investment must be considered in light of the risks, expenses, and difficulties encountered in establishing a new business in a highly competitive and mature industry. Our operating history has been restricted to the acquisition and sampling of ourthe Round Top Project and this does not provide a meaningful basis for an evaluation of ourthe Round Top Project. Other than through conventional and typical exploration methods and procedures, we have no additional way to evaluate the likelihood of whether ourthe Round Top Project or our other mineral properties containcontains commercial quantities of mineral reserves or, if they do,it does, that theyit will be operated successfully. We anticipate that we will continue to incur operating costs in the form of cash calls in connection with our current 19.611% membership interest in Round Top without realizing any revenues during the period whenforeseeable future. If we are exploringcontinue to satisfy our properties.

AllRound Top cash call obligations through dilution to our then current membership interest, then we will incur continued dilution to our membership interest, which could be significant. To date, substantially all of our properties arebusiness consists of owning a 19.611% membership interest in Round Top as of the date of this Annual Report.

The Round Top Project is in the exploration stage. There is no assurance that weRound Top can establish the existence of any mineral reserve on any of our propertiesfrom the Round Top Project in commercially exploitable quantities. Until we can do so,then, we cannot earn any revenues from these properties,the Round Top Project, and our business could fail.

We have not established that the Round Top Project contains any commercial exploitable quantities of our properties contain any mineral reserve, nor can there be any assurance that we will be able to do so. The probability of an individual prospectthe Round Top Project ever having a commercial exploitable mineral reserve that meets the requirements of the SEC is extremelymay be remote. Even if we do eventually discover acommercial exploitable quantities of mineral reserve on one or more of our properties,the Round Top Project, there can be no assurance that theyit can be developed into a producing minesmine and extract those minerals. Both mineral exploration and development involve a high degree of risk and few properties, which are explored, are ultimately developed into producing mines.

The commercial viability of an established mineral deposit will depend on a number of factors including, by way of example, the size, grade and other attributes of the mineral deposit, the proximity of the deposit to infrastructure such as a smelter, roads and a point for shipping, government regulation and market prices. Most of these factors will be beyond our control, and any of them could increase costs and make extraction of any identified mineral deposit unprofitable.

Even if commercial viability of a mineral deposit is established, it may take several years in the initial phases of drilling until production is possible, during which time the economic feasibility of production may change. Substantial expenditures are required to establish proven and probable reserves through drilling and bulk sampling, to determine the optimal metallurgical process to extract the metals from the ore and, in the case of new properties, to construct mining and processing facilities. Because of these uncertainties, no assurance can be given that our exploration programs will result in the establishment or expansion of a mineral deposit or reserves.

The Round Top Project is a high risk project and investors should not make an investment in the Company unless you have the ability to lose your entire investment.

We haveThere is no history of producing metals from our mineral properties.the Round Top Project.

We haveThere is no history of producing metals from any of our properties. Our properties are all exploration stage properties in various stages of exploration and evaluation. Ourthe Round Top Project. The Round Top Project is an early exploration stage project.property in the early stage of exploration and evaluation. Advancing properties from exploration into the development stage requires significant capital and time, and successful commercial production from a property,the Round Top Project, if any, will be subject to completing feasibility studies, permitting and construction of the mine, processing plants, roads, and other related works and infrastructure. As a result, we are subject to all of the risks associated with developing and establishing new mining operations and business enterprises including:

The costs, timing and complexities of exploration, development and construction activities may be increased by the location of ourthe Round Top Project (or other properties that may subsequently be acquired) and demand by other mineral exploration and mining companies. It is common in exploration programs to experience unexpected problems and delays during drill programs and, if warranted, development, construction and mine start-up.start-up activities. Accordingly, ourRound Top’s activities may not result in profitable mining operations and weRound Top may not succeed in establishing mining operations or profitably producing metals at any of our properties.with respect to the Round Top Project. This is a high risk project and investors should not make an investment in the Company unless you have the ability to lose your entire investment.

If we establish the existence of a mineral reserve on any of our propertiesin the Round Top Project in a commercially exploitable quantity, we will require additional capital in order to maintain our current membership interest in Round Top and fund our proportionate costs to develop the property into a producing mine. If we cannot raise this additional capital, weour membership interest in RTMD will not be able to exploit the reserve,diluted, our membership interest will lose value, and our businessCompany could fail.

If we do discoverRound Top will be required to expend significant funds to determine if there exist mineral reserves in commercially exploitable quantities on any of our properties, wein the Round Top Project, and then Round Top will be required to expend substantial additional sums of money to establish the extent of the reserve, develop processes to extract it and develop extraction and processing facilities and infrastructure. We doEach of USARE and the Company, as the members of Round Top, will likely need to fund such expenditure. Our failure to raise capital to fund our portion of future cash calls will result in our current 19.611% membership interest being diluted. Round Top does not have adequate capital to fund expenditures at the project level, therefore requiring the members to fund cash calls based upon our current ownership interests in Round Top and we can elect to satisfy our cash call obligations through incurring dilution to our Round Top membership interest. There is no assurance that any Round Top project level financing can ever be obtained, which will depend initially upon obtaining a preliminary feasibility study which is anticipated to be completed during calendar 2024, although there can be no assurance that this will be obtained. As such, there is no assurance that, either at the member level or project level, the necessary financing can be obtained to develop necessary facilities and infrastructure and will need to raise additional funds.accomplish our goals. Although weRound Top may derive substantial benefits from the discovery of a major mineral deposit, there can be no assurance that such a deposit will be large enough to justify commercial operations, nor can there be any assurance that weRound Top will be able to raise the funds at the Round Top level required for development on a timely basis. If weRound Top cannot raise the necessary capital at the Round Top level or complete the necessary facilities and infrastructure, cash calls from the members will continue and if we can’t fund our position, our membership interest will continue to be diluted (which dilution could be significant) and/or our business may fail.fail and your investment in our Common Stock will be lost. Since June 2023 through the date of this Annual Report on Form 10-K, our current membership interest was diluted from 20% to 19.611%, and it should be expected that our membership interest will be further diluted during this current fiscal year.

Our exploration activities may not be commercially successful.

Our long-term success depends on our ability to identify mineral deposits on our existing properties andin the Round Top Project or other properties we may acquire, if any, that we can then develop into commercially viable mining operations. Our belief that our properties containthe Round Top Project contains commercially exploitable minerals has been based solely on preliminary tests that we haveRound Top has conducted and data provided by third parties including the data published in various third party reports, including but not limited to the GSA, Geological Society of America, Special Paper 246, 1990.(including USARE). There can be no assurance that the tests and data upon which we have relied is correct or accurate.accurate and, accordingly, there is no assurance that the Round Top Project contains commercially exploitable minerals. Moreover, mineral exploration is highly speculative in nature, involves many risks and is frequently non-productive. Unusual or unexpected geologic formations and the inability to obtain suitable or adequate machinery, equipment or labor are risks involved in the conduct of exploration programs. The success of mineral exploration and development is determined in part by the following factors:

Substantial expenditures and time are required to establish existing proven and probable reserves through drilling and analysis, to develop metallurgical processes to extract metal, and to develop the mining and processing facilities and infrastructure at any site chosen for mining. Whether a mineral deposit will be commercially viable depends on a number of factors, which include, without limitation, the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices, which fluctuate widely; and government regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, allowable production, importing and exporting of minerals and environmental protection. Any one or a combination of these factors may result in us not receiving an adequate return on our investment capital.in Round Top or any other mineral project we may pursue. The decision to abandon a project maywill have an adverse effect on the market value of our securities and our ability, if any, to raise future financing.

Increased costs could affect our financial condition.

We anticipate that costs at our projects that we may explore or develop,the Round Top Project as it is developed, if warranted, will frequently be subject to variation from one year to the next due to a number of factors, such as changing ore grade, metallurgy and revisions to mine plans, if any, in response to the physical shape and location of the ore body. In addition, costs are affected by the price of commodities such as fuel, rubber, and electricity. Such commodities are at times subject to volatile price movements, including increases that could make production at certain operations less profitable. A material increase in costs at any significant location could have a significant effect on the Round Top operations as well as Round Top member funding requirements.

Macroeconomic conditions, domestic and global political turbulence could have a materially adverse impact on our profitability.business, financial condition, or results of operations.

Macroeconomic conditions, such as high inflation, changes to monetary policy, high interest rates, volatile currency exchange rates, decreasing consumer confidence and spending, and global or local recessions could negatively impact our business, financial condition, or results of operations. Recent macroeconomic conditions have been and likely will continue to be adversely impacted by political instability and military hostilities in multiple geographies (including the ongoing conflict between Ukraine and Russia and the conflict in the Middle East). The results of these macroeconomic conditions, and the actions taken by governments and consumers in response, have, and may continue to, result in higher inflation and higher interest rates in the U.S. and globally, which may, in turn, lead to an increase in costs and cause changes in fiscal and monetary policy, including additional increased interest rates.