USA Rare Earth (USAR) Proxy filing summary

Executive summary

• Entered into a definitive agreement to acquire 100% of Serra Verde Group for ~$2.8 billion, with consideration of $300 million in cash and 126.849 million shares of common stock, expected to close in Q3 2026.

• Combined company will be the only fully integrated mine-to-magnet rare earth platform outside Asia, spanning mining, processing, separation, metallization, and magnet making across the U.S., U.K., France, and Brazil.

• Serra Verde brings a fully permitted, operating mine in Brazil, producing all four magnetic rare earths at scale, with a 15-year 100% offtake agreement with a U.S. government-backed SPV and price floors for Nd, Pr, Dy, and Tb.

• Projected to deliver $550–$650 million annualized run-rate EBITDA by end of 2027; combined company targets ~$1.8 billion EBITDA in 2030 with ~80% cash flow conversion.

• Pro forma liquidity of ~$3.2 billion, including $1.6 billion in U.S. Department of Commerce commitments and $565 million DFC financing for Serra Verde.

Voting matters and shareholder proposals

• Merger subject to approval by majority of USAR shareholders present or represented by proxy, as required by Nasdaq rules.

• Certain USAR stockholders (holding ~9% of shares) entered into voting and support agreements to vote in favor of the merger and related proposals.

• SVRE shareholders will approve the merger by written consent delivered concurrently with signing.

Board of directors and corporate governance

• Boards of USAR, Merger Sub, and SVRE unanimously approved the merger.

• Sir Mick Davis (Chairman, Serra Verde) and Thras Moraitis (CEO, Serra Verde) to join USAR’s board; Moraitis will also become President of USAR.

• Michael Blitzer remains Chairman, Barbara Humpton as CEO, Rob Steele as CFO.