USA Rare Earth (USAR) Proxy filing summary

Executive summary

• Special Meeting called to approve a merger between a subsidiary and SVRE Holdings Ltd., with SVRE securityholders to receive $300M cash and 126,849,307 shares, resulting in them owning about 34% of the combined company post-merger.

• The merger aims to create a fully integrated rare earth and permanent magnet value chain, with operations spanning the U.S., U.K., France, and Brazil.

• SVRE brings a producing rare earth mine in Brazil, a long-term offtake agreement, and a $565M financing package from the U.S. International Development Finance Corporation.

• The Board unanimously recommends voting “FOR” the share issuance and adjournment proposals, citing strategic, operational, and financial benefits.

• Moelis & Company provided a fairness opinion, concluding the merger consideration is fair from a financial point of view.

Voting matters and shareholder proposals

• Shareholders are asked to approve the issuance of 126,849,307 shares for the merger and to approve adjournment if more time is needed to solicit votes.

• Approval requires a majority of votes cast; certain major shareholders have agreed to vote in favor.

• No other business is expected at the meeting.

Board of directors and corporate governance

• Post-merger, Sir Mick Davis and Thras Moraitis will join the Board; VB (Rare Earths) Limited will have ongoing board nomination rights if it holds at least 5% of shares.

• The Board will be reduced to six directors at the 2026 annual meeting, then increased to eight upon merger completion.

• The Board will remain majority independent.