USA Rare Earth (USAR) Investor presentation summary

Strategic rationale and transaction overview

• Acquiring 100% of Serra Verde for $300 million in cash and 126.849 million shares, valuing Serra Verde at ~$2.8 billion.

• Combined entity becomes the only scaled producer of all four magnetic rare earth elements outside Asia, with a fully integrated mine-to-magnet value chain.

• Shareholders of the acquirer and Serra Verde will own approximately 66% and 34% of the combined company, respectively.

• Transaction includes a 15-year offtake agreement with price floors for key rare earths and $565 million in financing from the U.S. International Development Finance Corporation.

• Closing expected in Q3 2026, subject to shareholder and regulatory approvals.

Serra Verde asset highlights

• Serra Verde is the first and only scaled non-Asian producer of Nd, Pr, Dy, and Tb, with >50% share of non-China critical HREE supply by 2027.

• Operation has all licenses, production underway, and a 20+ year mine life with significant expansion potential.

• Over $1.1 billion invested over 16 years, with strong sustainability credentials and access to renewable energy.

• Backed by leading mining investment groups and developed in a tier 1 jurisdiction.

Offtake and pricing structure

• 15-year USD-denominated offtake covers 100% of Phase 1 production, with price floors for Nd, Pr, Dy, and Tb.

• Serra Verde shares 70% of upside above floor prices, with flexibility for multiple product forms and ability to monetize non-offtake elements.