News

• Denham has been invested in Serra Verde for over 15 years and advanced the project from discovery through to commercial operations while attracting additional investment and support from Orion Resource Partners, Vision Blue Resources, The Energy and Minerals Group, the US International Development Finance Corporation and a Special Purpose Vehicle backed by various U.S. Government agencies, as well as private capital sources, to secure offtake from the mine (“SPV”)
• Serra Verde is one of the Industry’s Most Strategic Operations as the Only Scaled Producer of all Four Magnetic Rare Earth Elements Outside Asia, along with a 15-Year 100% Offtake Agreement with a Special Purpose Vehicle Capitalized by Various U.S. Government Parties, as well as Private Capital Sources and Including Specific Price Floors for Nd, Pr, Dy and Tb
• Serra Verde Expected to Deliver $550-$650 million of Annualized Run-Rate EBITDA by the end of 2027 ⁱ ; Combined Company Expected to Generate c.$1.8 billion of EBITDA in 2030
• Combined Company Benefits from a Robust Balance Sheet with Pro-forma Liquidity of c.$3.2 billion ⁱⁱ
• Best-in-Class Capabilities Across Mining, Processing, Separation, Metallization and Magnet Making with Broad-Based Support from Multiple U.S. Government Agencies and Allies
• Serra Verde’s Chairman to join the Board, and CEO to join the Board and Serve as President of the Combined Company, Further Enhancing its Critical Minerals Expertise

April 20, 2026 — Denham Capital (“Denham”) today announced a definitive agreement whereby USA Rare Earth, Inc. (Nasdaq: USAR) (“USAR” or “USA Rare Earth”) will acquire 100% of Serra Verde Group (“Serra Verde”), a Denham portfolio company, and owner of the Pela Ema rare earth mine and processing plant in Goiás, Brazil. The transaction consideration consists of $300 million in cash and 126.849 million shares of newly issued USAR common stock, which at USAR’s closing share price of $19.95 as of Friday, April 17, 2026, implies an equity value of c.$2.8 billion for Serra Verde. The acquisition is expected to close in the third quarter of 2026, subject to customary closing conditions and regulatory approvals.

Carl Tricoli, Director of Serra Verde Group and Managing Partner of Denham, stated: “This transaction is the culmination of a journey that began over 15 years ago with Denham making the discovery of Serra Verde. Our investment team has worked closely with the management of Serra Verde to shape the overall strategy for the business and advance the asset through resource definition, economic studies, permitting, detailed engineering, project financing and ultimately construction and operations.

Mines of this scale and strategic importance require great partners and we are proud to have attracted investment and support from Orion Resource Partners, Vision Blue Resources, The Energy and Minerals Group, the US International Development Finance Corporation and the SPV. On behalf of my colleagues at Denham, and fellow Serra Verde Directors, Rob Still and Justin Machin, we’d like to extend our sincere thanks to Thras Moraitis and the entire management team of Serra Verde for their tireless efforts.

We are very proud of what has been accomplished to date with Serra Verde and look forward to its next chapter as a critical component of USAR’s strategy to build a global rare earths champion and secure the supply chain.”

Thras Moraitis, Chief Executive Officer of Serra Verde Group, stated: “Rare earths represent a strategic nexus where national and energy security, and technological supremacy, converge. The Western rare earth sector stands at a critical inflection point, as governments and strategic industries urgently seek reliable sources of critical rare earths—particularly scarce heavy rare earths.

Over Serra Verde’s 15-year journey, our team has remained steadfastly focused on building a scaled, responsible source of these vital materials that power forward-facing technologies. Joining forces with USA Rare Earth accelerates the realization of our shared vision: establishing a secure, diversified global rare earth supply chain.

We are excited to contribute our operational expertise, government partnerships, and significant growth potential to this combined platform. Leveraging our proven track record and knowhow in upstream development, we will contribute to the development of USA Rare Earth’s Round Top project.

Together, we believe the combined company will deliver a fully integrated rare earth solution at scale, accelerate growth, and create enhanced value for all stakeholders—including shareholders, customers, employees, local communities, and governments spanning Brazil, the United States, and our Allies.”

Serra Verde’s product contains a high percentage of all four magnetic rare earths, including the most critical and highly valuable heavy rare earths (“HREEs”) Dysprosium (“Dy”), Terbium (“Tb”) and Yttrium (“Y”). The operation is fully permitted and entered production in 2024 following more than $1.1 billion in capital investment and critical operational learnings and experience in pioneering production of the first operating ionic clay deposit in the Western world.

Serra Verde has secured a $565 million financing package from the U.S. International Development Finance Corporation (“DFC”) to fully fund optimization and expansion initiatives through to positive cash flow. In addition, Serra Verde has secured a 15-year, 100% offtake agreement to supply the SPV with all four of the magnetic rare earths that are required to make a permanent NdFeB magnet. This offtake includes guaranteed minimum floor prices for each of Nd, Pr, Dy and Tb, which helps to de-risk cash flows and provides access to shared upside.

At Phase 1 nameplate capacity, expected to be achieved by the end of 2027, Serra Verde is projected to produce c.6,400 metric tons of TREO per year. On the basis of 100% separated oxide sales, Serra Verde is expected to achieve an annualized run-rate EBITDA of $550-$650 million by the end of 2027 ⁱⁱⁱ

Strategic Highlights of a Transformational Combination:

• Secures the only large-scale producer of vital HREEs outside Asia: Serra Verde production is expected to represent over 50% of total non-China HREE supply by 2027, with significant growth potential with Phase 2 expansion.
• Creates the leading global rare earth platform: With the addition of Serra Verde’s producing Pela Ema rare earth mine and processing plant, the combined company will have active operating capabilities across the entire light and heavy rare earth supply chain, including mining, processing, separation, metallization and magnet making.
• Platform includes significant growth and returns opportunities, including:
  • Upstream scalability: potential doubling of Run-of-Mine (“ROM”) production at Pela Ema mine through Phase 2 expansion; complementary development and production ramp up of  HREEs and critical minerals at USAR’s Round Top project.
  • Technical leadership in processing: access to best-in-class separation and processing IP and capabilities via the strategic partnership with Carester and the development of a dedicated third-party mixed rare earth carbonate (“MREC”) separation line.
  • Build out of strategic, non-China metallization capacity: scaling global metal, alloy, and strip-cast output by expanding Less Common Metal’s (“LCM”) footprint across France, the U.S. and other markets.
  • Downstream market reach: increasing magnet-manufacturing capacity to fulfill the specialized requirements of the growing number of advanced industrial partners that seek a reliable source of supply.
• The combination helps to de-risk upstream supply:
  • Serra Verde is projected to produce an average of c.6,400 metric tons of TREO per year from Phase 1 and has the potential to double ROM production through Phase 2 expansion.
  • 15-year, 100% offtake agreement with the SPV for all four magnetic rare earths, along with contractual price floors for each of Nd, Pr, Dy and Tb.
  • Serra Verde’s Phase 1 expansion and optimization is fully funded through to positive cash flow with $565 million in DFC financing.
• Accelerates and enhances USA Rare Earth’s EBITDA and cash-flow generation: On the basis of 100% separated oxide sales, Serra Verde is expected to achieve an annualized run-rate EBITDA of $550-$650 million by the end of 2027 ^iv. On a longer-term basis, the combined company is expected to generate c.$1.8 billion of annualized EBITDA by the end of 2030 with c.80% cash flow conversion.
• Robust balance sheet with more than $3.2 Billion^v of pro-forma liquidity: The combined company expects pro forma cash and cash equivalents of c.$1.2 billion with access to a further c.$1.8 billion in milestone-based liquidity from DFC and U.S. Department of Commerce^v  loan facilities.
• Strong government support: The combined company will benefit from U.S. and Allied partnerships across multiple government departments and agencies and constructive Brazilian local, state and federal government relationships.
• Enhanced expertise: Sir Mick Davis, Chairman of Serra Verde and former CEO of Xstrata plc to join as a Board Director, and Thras Moraitis, CEO of Serra Verde, also a former Xstrata executive with a 40-year involvement with the mining and metals industry, to join as President and a Board Director. Michael Blitzer will continue as Chairman of the Board. Barbara Humpton will continue as CEO and Board Director. Rob Steele will continue as CFO.

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i Based on average total rare earth oxide (“TREO”) production, after Lanthanum removal, of c.4,400 metric tons per year and illustrative average TREO basket price of c.$190/kg (based on Argus projections as of December 2025) during Phase 1; assume BRL / USD foreign exchange ratio of 5.91 as of BBG Forward Curve in December 2025
ii Includes c.$1.6 billion in U.S. Department of Commerce equity and debt commitments under the non-binding Letter of Intent (“LOI”) announced in January 2026
iii Based on average TREO production, after Lanthanum removal, of c.4,400 metric tons per year and illustrative average TREO basket price of c.$190/kg (based on Argus projections as of December 2025) during Phase 1; assume BRL / USD foreign exchange ratio of 5.91 as of BBG Forward Curve in December 2025
iv Based on Average TREO production, after Lanthanum removal, of c.4,400 metric tons per year and illustrative average TREO basket price of c.$190/kg (based on Argus projections as of December 2025) during Phase 1; assume BRL / USD foreign exchange ratio of 5.91 as of BBG Forward Curve in December 2025
v Includes c.$1.6 billion in U.S. Department of Commerce equity and debt commitments under non-binding the LOI announced in January 2026