Announcement • Sep 05

+ 1 more update

USA Rare Earth, Inc. (NasdaqGM:USAR) completed the acquisition of Serra Verde Pesquisa E Mineracao Ltda.

USA Rare Earth, Inc. (NasdaqGM:USAR) announced a definitive agreement to acquire Serra Verde Pesquisa E Mineracao Ltda for $2.8 billion on April 19, 2026. A cash consideration of $300 million will be paid by USA Rare Earth, Inc. The consideration consists of 126.85 million common equity of USA Rare Earth, Inc. to be issued for common equity of Serra Verde Group. USAR’s and Serra Verde’s shareholders will own ~66% and ~34% of the combined company, respectively. The Merger Agreement further provides that, in the event that the Merger Agreement is terminated by either party because USAR Stockholder Approval has not been obtained, USAR shall pay SVRE a termination fee equal to (i) $75 million if USAR’s board of directors has made an adverse recommendation change as described in the Merger Agreement prior to such termination, or (ii) $25 million if no such recommendation change has been made prior to such termination. Thras Moraitis, current Chief Executive Officer of Serra Verde and had former leadership roles at X2 Resources and Xstrata, will also join USAR as President, and Mick Davis, current Chair of Serra Verde, former Chief Executive Officer of Xstrata plc, and Chief Financial Officer of BHP Billiton, and Ricardo Grossi will become President of USAR Brazil and remain Chief Operations Officer of Serra Verde's operations. The transaction is subject to the Clear regulatory path to closing in Brazil and U.S., with no requirements beyond standard U.S. Hart-Scott-Rodino approval, deal is Unanimously approved by both USAR’s and Serra Verde’s Boards, Closing only subject to USAR shareholder approval and other customary closing conditions, Closing is expected in Q3 2026. On August 24, 2026, USA Rare Earth, Inc. announced the special purpose vehicle that will purchase 100% of the Phase 1 production of rare earth materials produced by Serra Verde Group has completed its capitalization arrangements totaling an upsized $1.55 billion in funding. As of August 25, 2026, the transaction is expected to close within this week. As of August 28, 2026, shareholders of USA Rare Earth, Inc. approved the issuance of 126,849,307 common shares at a special meeting of stockholders. Moelis & Company LLC acted as financial advisor and fairness opinion provider for USA Rare Earth. Steven B. Stokdyk, David A. Zaheer, Eric Cho, Bryan J. Monson, Maj Vaseghi, Aron Potash, Jessica N. Cohen, Robert Brown, Joshua N. Holian, Kyra K. Bromley, Patrick Campbell English, Philipp Studt, Wesley Lepla, Paul M. Rosen, Andrew P. Galdes, Zachary N. Eddington, Harrison White, and Enrique Covarrubias of Latham & Watkins LLP acted as legal counsel for USA Rare Earth. Goldman Sachs & Co. LLC acted as financial advisor for Serra Verde. Keith Hallam, Thomas Pate, and Adam Cieply of White & Case LLP acted as legal counsel for Serra Verde. Bill Nelson and Michael Walraven of Allen Overy Shearman Sterling US LLP acted as legal counsel for the shareholders of Serra Verde. USA Rare Earth, Inc. (NasdaqGM:USAR) completed the acquisition of Serra Verde Pesquisa E Mineracao Ltda on September 3, 2026. In connection with the Merger, USAR and VB (Rare Earths) Limited (“ Vision Blue ”) entered into a Board Appointment Agreement, dated as of September 3, 2026 (the “ Board Appointment Agreement ”). Subject to the terms and conditions of the Board Appointment Agreement, Vision Blue has the right to designate one member to the board of directors of USAR (the “ USAR Board ”), for so long as Vision Blue and its affiliates beneficially own USAR Shares that represent, in the aggregate, at least 5% of the then outstanding amount of shares of USAR common stock; provided that such director shall be reasonably acceptable to USAR’s Nominating and Corporate Governance Committee. In connection with the closing of the Merger and pursuant to the Merger Agreement, the USAR Board appointed Thrasyvoulos Moraitis and Sir Michael Lawrence Davis to the USAR Board, effective as of the closing of the Merger and in accordance with USAR’s governing documents. Davis is also the initial appointee to the USAR board under the board appointment agreement.

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