Secures One of the Industry’s Most Strategic Operations as the Only Scaled Producer of all Four Magnetic Rare Earth Elements Outside Asia, along with a 15-Year 100% Offtake Agreement with a Special Purpose Vehicle Capitalized by Various U.S. Government Parties, as well as Private Capital Sources and Including Specific Price Floors for Nd, Pr, Dy and Tb

Serra Verde Expected to Deliver $550-$650 million of Annualized Run-Rate EBITDA by the end of 2027¹; Combined Company Expected to Generate c.$1.8 billion of EBITDA in 2030

Combined Company Benefits from a Robust Balance Sheet with Pro-forma Liquidity of c.$3.2 billion²

Best-in-Class Capabilities Across Mining, Processing, Separation, Metallization and Magnet Making with Broad-Based Support from Multiple U.S. G overnment Agencies and Allies

Further Strengthens USA Rare Earth’s Leadership and Critical Minerals Expertise Through the Addition of Sir Mick Davis (Chairman, Serra Verde) and Thras Moraitis (CEO, Serra Verde) to the Board. Mr. Moraitis Will also Become President of USA Rare Earth

USA Rare Earth, Inc. (Nasdaq: USAR) announced a definitive agreement to acquire 100% of Serra Verde Group, owner of the Pela Ema rare earth mine and processing plant in Goiás, Brazil. The transaction consideration consists of $300 million in cash and 126.849 million shares of newly issued USAR common stock, which at USAR’s closing share price of $19.95 as of Friday, April 17, 2026, implies an equity value of c.$2.8 billion for Serra Verde. The acquisition is expected to close in the third quarter of 2026, subject to customary closing conditions and regulatory approvals.

Barbara Humpton, Chief Executive Officer of USA Rare Earth, stated: “The acquisition of Serra Verde represents a transformational step in delivering on our ambition to build a global champion and the partner of choice in rare earth elements, oxides, metals and magnets. Serra Verde’s Pela Ema mine is a one-of-a-kind asset and the only producer outside Asia capable of supplying all four magnetic rare earths at scale, together with other vital REEs, such as Yttrium. Serra Verde’s global importance is evidenced by its 15-year offtake agreement with a special purpose vehicle capitalized by various U.S. Government entities, as well as private capital sources, for 100% of its Phase 1 Nd, Pr, Dy and Tb production.

By combining Serra Verde’s world-class operations and team with our processing, separation, metallization and magnet-making capabilities, we are advancing our goal of creating a fully integrated platform that will serve as a cornerstone of global rare earth supply security for decades to come.”

Thras Moraitis, Chief Executive Officer of Serra Verde Group, stated: “Rare earths represent a strategic nexus where national and energy security, and technological supremacy, converge. The Western rare earth sector stands at a critical inflection point, as governments and strategic industries urgently seek reliable sources of critical rare earths—particularly scarce heavy rare earths.

Over Serra Verde’s 15-year journey, our team has remained steadfastly focused on building a scaled, responsible source of these vital materials that power forward-facing technologies. Joining forces with USA Rare Earth accelerates the realization of our shared vision: establishing a secure, diversified global rare earth supply chain.

We are excited to contribute our operational expertise, government partnerships, and significant growth potential to this combined platform. Leveraging our proven track record and knowhow in upstream development, we will contribute to the development of USA Rare Earth’s Round Top project.

Together, we believe the combined company will deliver a fully integrated rare earth solution at scale, accelerate growth, and create enhanced value for all stakeholders—including shareholders, customers, employees, local communities, and governments spanning Brazil, the United States, and our Allies.”

Serra Verde’s product contains a high percentage of all four magnetic rare earths, including the most critical and highly valuable heavy rare earths Dysprosium (“Dy”), Terbium (“Tb”) and Yttrium (“Y”). The operation is fully permitted and entered production in 2024 following more than $1.1 billion in capital investment and critical operational learnings and experience in pioneering production of the first operating ionic clay deposit in the Western world.

Serra Verde has secured a $565 million financing package from the U.S. International Development Finance Corporation to fully fund optimization and expansion initiatives through to positive cash flow. In addition, Serra Verde has secured a 15-year, 100% offtake agreement to supply a special purpose vehicle capitalized by various U.S. Government agencies, as well as private capital sources with all four of the magnetic rare earths that are required to make a permanent NdFeB magnet. This offtake includes guaranteed minimum floor prices for each of Nd, Pr, Dy and Tb, which helps to de-risk cash flows and provides access to shared upside.

At Phase 1 nameplate capacity, expected to be achieved by the end of 2027, Serra Verde is projected to produce c.6,400 metric tons of TREO per year. On the bas is of 100% separated oxide sales, Serra Verde is expected to achieve an annualized run-rate EBITDA of $550-$650 million by the end of 2027³.

Strategic Highlights of a Transformational Combination:

• Secures the only large-scale producer of vital HREEs outside Asia: Serra Verde production is expected to represent over 50% of total non-China HREE supply by 2027, with significant growth potential with Phase 2 expansion.
• Creates the leading global rare earth platform: With the addition of Serra Verde’s producing Pela Ema rare earth mine and processing plant, the combined company will have active operating capabilities across the entire light and heavy rare earth supply chain, including mining, processing, separation, metallization and magnet making.
• Platform includes significant growth and returns opportunities, including:
  • Upstream scalability: potential doubling of Run-of-Mine (“ROM”) production at Pela Ema mine through Phase 2 expansion; complementary development and production ramp up of HREEs and critical minerals at USAR’s Round Top project.
  • Technical leadership in processing: access to best-in-class separation and processing IP and capabilities via the strategic partnership with Carester and the development of a dedicated third-party mixed rare earth carbonate (“MREC”) separation line.
  • Build out of strategic, non-China metallization capacity: scaling global metal, alloy, and strip-cast output by expanding Less Common Metal’s (“LCM”) footprint across France, the U.S. and other markets.
  • Downstream market reach: increasing magnet-manufacturing capacity to fulfill the specialized requirements of the growing number of advanced industrial partners that seek a reliab le source of supply.
• The combination helps to de-risk upstream supply:
  • Serra Verde is projected to produce an average of c.6,400 metric tons of TREO per year from Phase 1 and has the potential to double ROM production through Phase 2 expansion.
  • 15-year, 100% offtake agreement with the SPV for all four magnetic rare earths, along with contractual price floors for each of Nd, Pr, Dy and Tb.
  • Serra Verde’s Phase 1 expansion and optimization is fully funded through to positive cash flow with $565 million in DFC financing.

• Accelerates and enhances USA Rare Earth’s EBITDA and cash-flow generation: On the basis of 100% separated oxide sales, Serra Verde is expected to achieve an annualized run-rate EBITDA of $550-$650 million by the end of 2027⁴. On a longer-term ba sis, the combined company is expected to generate c.$1.8 billion of annualized EBITDA by the end of 2030 with c.80% cash flow conversion.
• Robust balance sheet with more than $3.2 billion⁵ of pro-forma liquidity: The combined company expects pro forma cash and cash equivalents of c.$1.2 billion with access to a further c.$1.8 billion in milestone-based liquidity from DFC and U.S. Department of Commerce⁵ loan facilities.
• Strong government support: The combined company will benefit from U.S. and Allied partnerships across multiple government departments and agencies and constructive Brazilian local, state and federal government relationships.
• Enhanced expertise: Sir Mick Davis, Chairman of Serra Verde and former CEO of Xstrata plc to join as a Board Director, and Thras Moraitis, CEO of Serra Verde, also a former Xstrata executive wit h a 40-year involvement with the mining and metals industry, to join as President and a Board Director. Michael Blitzer will continue as Chairman of the Board. Barbara Humpton will continue as CEO and Board Director. Rob Steele will continue as CFO.

Transaction Advisors

Moelis & Company LLC is acting as exclusive financial advisor and Latham & Watkins LLP is acting as legal counsel for USA Rare Earth. Goldman Sachs & Co. LLC is acting as exclusive financial advisor and White & Case LLP is acting as legal counsel for Serra Verde. Allen Overy Shearman Sterling US LLP is acting as legal counsel for the shareholders of Serra Verde.

About USA Rare Earth

USA Rare Earth, Inc. is building a fully integrated rare earth and permanent magnet value chain across the United States, United K ingdom, France and Brazil. Through its ownership of Less Common Metals (LCM), one of the world’s leading producers of rare earth metals and alloys, its development of magnet manufacturing capacity in Stillwater, Oklahoma, the Pela Ema mine in Brazil and the Round Top deposit in Texas, USA Rare Earth operates across the entire value chain from mining to metal-making, alloy production and neodymium magnet manufacturing. USA Rare Earth is establishing a secure, Western-aligned supply of materials essential to the aerospace and defense, semiconductor, energy, data center, physical AI, mobility, healthcare and industrial sectors.
For more information, visit www.usare.com.

About Serra Verde Group

Serra Verde is the only large-scale producer outside Asia of all four magnetic rare earths including the most critical and highly valuable heavy rare earths Dy, Tb and Y. These materials are key to permanent magnet production for electric vehicles, wind turbines, robots, drones, high-efficiency air conditioners as well as other forward-facing technology applications in semiconductor, defense, nuclear, aerospace and other critical industries.

Serra Verde has a highly experienced team with an unrivalled track record for creating value by developing, operating and growing businesses in energy and materials. Commercial production at Serra Verde’s Pela Ema mine and processing plant commenced in early 2024 and operations are currently being optimized and expanded, enabling a sustained lower operating cost profile and enhancing its product for new markets. Serra Verde is expected to produce c. 6,400 metric tons of TREO per year and a potential Phase 2 expansion which could double ROM production before 2030 is under current consideration.< /p>

Serra Verde has strong sustainability credentials due to the advantageous geology of the Pela Ema deposit, its low impact operations which do not generate wet tailings, access to renewable electricity and use of biofuels, high quality infrastructure, skilled workforce and strong community relations. Serra Verde is committed to operating in a responsible and sustainable manner, applying best-in-class management practices and leading industry standards and has achieved over 3 years without a Lost-Time Injury. Serra Verde employs over 350 people, excluding contractors, 66% of whom are from the local community.

Serra Verde is backed by leading institutional investors including Denham Capital, Vision Blue Resources and The Energy & Minerals Group.