USA Rare Earth (USAR) Proxy filing summary

Executive summary

• The agreement details a merger between SVRE Holdings Ltd. and a wholly owned subsidiary of USA Rare Earth, Inc., with SVRE ceasing to exist and the subsidiary becoming the surviving company.

• The merger consideration includes $300 million in cash and 126,849,307 shares of USA Rare Earth common stock, subject to adjustments for stock splits and similar events.

• The transaction is structured to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code.

• The agreement includes comprehensive representations, warranties, and covenants from both parties, with detailed conditions for closing and termination rights.

Voting matters and shareholder proposals

• USA Rare Earth stockholders will vote on the issuance of common stock as merger consideration and related matters at a special meeting.

• SVRE shareholders have approved the merger by written consent concurrent with signing the agreement.

• A Voting and Support Agreement binds certain USA Rare Earth stockholders to vote in favor of the merger.

Board of directors and corporate governance

• The boards of both merging entities unanimously approved the merger and recommend it to their respective shareholders.

• Two SVRE representatives, Thras Moraitis and Sir Michael Lawrence Davis, will be appointed to the USA Rare Earth board at closing.

• The Seller Representative is empowered to act on behalf of SVRE shareholders for post-closing matters.