Deal secures 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 20271; 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 billion2

Best-in-Class Capabilities Across Mining, Processing, Separation, Metallization and Magnet Making with Broad-Based Support from Multiple U.S. Government Agencies and Allies

Further Strengthens USA Rare Earth's Leadership and Critical Minerals Expertise Through the Addition of Sir Mick Davis (Chairman, Serra Verde) and Thras Moraitis (CEO, Serra Verde) to the Board. Mr. Moraitis Will also Become President of USA Rare Earth