• U.S. Department of War (DoW) provides a $750 million investment in the SPV, reflecting a $250 million increase over original capitalization requirements
• Tier-1 institutional bank delivers commitment letter for $500 million Senior Debt Facility
• DoW enters into forward purchase contract with the SPV for not less than $300 million of rare earth products over five years
• Merger expected to close promptly following the August 28, 2026, special meeting of USAR stockholders, subject to satisfaction of the remaining closing conditions
• Upon closing of the Serra Verde acquisition, USA Rare Earth will own the only mine outside of Asia commercially producing all four magnetic rare earths, thus anchoring an integrated rare earth value chain from mine to magnet and beyond

USA Rare Earth, Inc. (Nasdaq: USAR) announced the special purpose vehicle that will purchase 100% of the Phase 1 production of rare earth materials produced by Serra Verde Group has completed its capitalization arrangements.

Pursuant to the capitalization transaction, totaling an upsized $1.55 billion in funding:

• The Department of War has committed to a $750 million investment in the SPV – $250 million more than the $500 million originally contemplated under the Offtake Agreement. The agreement, which has both a take-or-pay arrangement and floor prices, is vital to support the development of an integrated rare earth value chain.
• The SPV has secured a commitment letter from a Tier-1 institutional bank for a senior secured borrowing-base revolving credit facility (the “Senior Debt Facility”) in an aggregate principal amount of up to $500 million, subject to certain conditions precedent set forth therein. The Senior Debt Facility is intended to fund working capital for the SPV’s purchases of rare earth products from SV Management Switzerland.
• The U.S. government has entered into a forward purchase contract with the SPV for the purchase of not less than $300 million of rare earth payable products over five years.

USA Rare Earth announced a definitive agreement to acquire Serra Verde on April 20, 2026. On the same day, Serra Verde announced it entered into a 15-year offtake agreement to supply the SPV capitalized by various U.S. Government agencies, as well as private capital sources for 100% of its Phase I production with guaranteed price floors for its magnetic rare earths, including the industry’s first and only price floors for heavy rare earths dysprosium and terbium. The capitalization satisfies one of the closing conditions for USAR’s proposed merger with Serra Verde. Additional information regarding the Offtake Agreement, the Offtake Amendment and the capitalization of the SPV is contained in USAR’s Current Report on Form 8-K filed with the SEC.

“We appreciate the strategic support and upsized funding commitment of the U.S. government and are proud to continue our strong partnership to build a secure and resilient rare earth supply chain,” said Michael Blitzer, Executive Chairman of USA Rare Earth. “With more than $1 billion already invested, Serra Verde is one of the world’s most advanced rare earth projects and the only commercial producer of all four magnetic rare earths outside Asia. Serra Verde can now begin supplying these critical materials into the U.S. market and is positioned to be the first to deliver all four into Western supply chains at scale. With the SPV capitalized, we expect to close the Serra Verde acquisition in the coming days, providing access to advanced processing technologies and integrating a foundational asset into USA Rare Earth’s mine-to-magnet platform.”

Following close, USA Rare Earth will own the Pela Ema mine in Goiás, Brazil, the only ionic clay rare earth mine in commercial production outside of Asia and will operate an integrated rare earth value chain from mine to magnet across the United States, the United Kingdom and Brazil. Rare earth magnets are the building blocks of the technologies powering today’s economy, from mobility and electrification to robotics and data centers, to the aerospace and defense platforms that safeguard national security, to the energy and medical technologies improving lives around the world. The transaction will also give Serra Verde access to emergent rare earth processing technologies, deepening the integration of the two companies’ combined value chain. To date, more than $1 billion has been invested in Serra Verde.

In connection with the transactions contemplated by the Merger Agreement, on July 24, 2026, USAR filed a Proxy Statement with the SEC for its special meeting of stockholders to be held on August 28, 2026 at 10:00 a.m. Eastern Time to consider certain proposals related to the merger as further described in the Proxy Statement. The Company expects the transaction to close promptly following the special meeting and the satisfaction or waiver of the remaining closing conditions.

About USA Rare Earth, Inc.

USA Rare Earth, Inc. is building a fully integrated rare earth and permanent magnet value chain across the United States and the United Kingdom, with planned expansion in 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 (subject to closing the Serra Verde transaction) 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.