Rare Earths Americas Inc — S-1 exhibit

Exhibit 10.12

Grant No.:

RARE EARTHS AMERICAS, INC.

NONSTATUTORY STOCK OPTION NOTICE

This Notice evidences the award of nonstatutory stock options (each, an “Option” or collectively, the “Options”) that have been granted to you, [NAME], subject to and conditioned upon your agreement to the terms of the attached Global Nonstatutory Stock Option Agreement, including any special terms or conditions for your country in any appendix attached thereto (the “Appendix,” and together with the Global Stock Option Agreement, the “Agreement”). The Options entitle you to purchase shares of common stock, par value $0.0001 per share (“Common Stock”), of RARE EARTHS AMERICAS, INC., a Texas corporation (the “Company”), under the Rare Earths Americas, Inc. 2026 Equity Incentive Plan (the “Plan”). The number of shares you may purchase and the exercise price at which you may purchase them are specified below. This Notice constitutes part of and is subject to the terms and provisions of the Agreement and the Plan, which are incorporated by reference herein. You must return an executed copy of this Notice to the Company within 30 days of the date hereof. If you fail to do so, the Options may be rendered null and void in the Company’s discretion.

Grant Date: [GRANT DATE]

Number of Options: [NUMBER] Options, each permitting the purchase of one Share

Exercise Price: [PRICE] per share

Expiration Date: The Options expire at 5:00 P.M. Eastern Time on the last business day coincident with or prior to the 10th anniversary of the Grant Date (the “Expiration Date”), unless fully exercised or terminated earlier.

Exercisability Schedule: Subject to the terms and conditions described in the Agreement, the Options become exercisable in accordance with the schedule below:

By my signature below or by accepting the Options via the Company’s electronic acceptance procedure, I acknowledge that I have carefully read the attached Agreement and the prospectus for the Plan and agree to be bound by all of the provisions set forth in these documents.