USA Rare Earth (USAR) Proxy filing summary

Executive summary

• Entered into a definitive merger agreement for SVRE Holdings Ltd. to merge with a wholly owned subsidiary, making SVRE an indirect, wholly owned subsidiary upon closing, with $300 million cash and 126.8 million shares as consideration.

• Amended the merger agreement to require satisfaction of key conditions in the offtake agreement for rare earth supply as a closing condition.

• Filed updated unaudited pro forma condensed combined financial statements reflecting the merger and related transactions, including private placements and government financing.

• Forward-looking statements highlight risks related to transaction completion, integration, financing, and operational uncertainties.

Voting matters and shareholder proposals

• Proxy statement to be distributed for shareholder vote on the issuance of common stock as merger consideration and related matters.

• SVRE shareholders approved the merger by written consent; only USAR shareholders will vote.

Board of directors and corporate governance

• DFC, as a lender, has the right to nominate a director and an observer to the board of the surviving subsidiary as a condition to the merger.