USA Rare Earth : Investor Presentation April 2026

Published: 2026-04-20 13:39:09 ET USAR

Published on 04/20/2026 at 01:39 pm EDT

THE GLOBAL LEADER IN

RARE EARTHS

April 2026

TODAY'S SPEAKERS

BARBARA HUMPTON

Chief Executive Officer

USA Rarє Earīh

THRAS

MORAITIS

Chief Executive Officer

Sєrra Vєrdє Croup

Incoming President

USA Rarє Earīh

ROBERT STEELE

Chief Financial Officer

USA Rarє Earīh

OVERVIEW OF USA RARE EARTH ACQUISITION OF SERRA VERDE

Delivers a One-Of-A-Kind Asset at a Compelling Valuation

100% acquisition of the Serra Verde Group ("Serra Verde"), owner of the Pela Ema mine in Brazil, which is the only scaled producer of all four magnetic rare earth elements ("REEs") outside Asia

Consideration mix will consist of $300mm in cash and 126.849mm shares of USA Rare Earth ("USAR") stock, which at USAR's closing share price of

$19.95 as of Friday, April 17, 2026, implies an equity value of ~$2.8bn for Serra Verde

USAR's and Serra Verde's shareholders will own ~66% and ~34% of the combined company, respectively

Creates a Global Leader Spanning the Full Rare Earth Value Chain

Accelerates USAR's fully-integrated mine-to-magnet value chain, creating a global leader with best-in-class capabilities across mining, processing, separation, metallization and magnet making with broad-based support from the U.S. Government ("USG") and Allies

Serra Verde is expected to deliver $550-$650mm of annualized run-rate EBITDA by the end of 20271 ; the combined company is expected to

generate ~$1.8bn of EBITDA in 2030E

Further strengthens USAR's already robust balance sheet - pro forma financial liquidity is expected to be ~$3.2bn2

Broadens Relationship with the

U.S. Government Including Offtake and Price Floors

Further strengthens USAR's relationship across multiple USG agencies, including the U.S. Department of Commerce2 ("DOC"), the U.S. Department of Energy, the U.S. International Development Finance Corporation ("DFC")

Includes a 15-year offtake agreement that Serra Verde has entered into with a special purpose vehicle capitalized by various USG agencies, as well

as private capital sources (the "SPV") with price floors for Neodymium ("Nd"), Praseodymium ("Pr"), Dysprosium ("Dy") and Terbium ("Tb")

Also includes a $565mm financing arrangement Serra Verde has with the DFC

Further Strengthens USAR's Leadership Team

Transaction strengthens Board of Directors with two renowned mining industry leaders:

Thras Moraitis (current CEO of Serra Verde, former leadership roles at X2 Resources and Xstrata) will also join USAR as President

Mick Davis (current Chair of Serra Verde, former CEO of Xstrata plc and CFO of BHP Billiton)

Ricardo Grossi will become President of USAR Brazil and remain COO of Serra Verde's operations

Provides Clear Path to Closing

Clear regulatory path to closing in Brazil and U.S., with no requirements beyond standard U.S. Hart-Scott-Rodino approval

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

Source: Company website, Serra Verde, SRK, and Adamas

Notes: 1. Based on average TREO production, after Lanthanum removal, of ~4,400 metric tons per year and illustrative average TREO basket price of ~$190/kg (based on Argus projections as of December 2025) during Phase 1. 2. Includes

$1,577mm in commitments from the DOC under non-binding letter of intent ("LOI") announced in January 2026.

SERRA VERDE: THE FIRST AND ONLY SCALED NON-ASIAN PRODUCER OF

THE FOUR MAGNETIC RARE EARTHS

Serra Verde is Expected to Control >50% of the Total Non-China Critical HREE Supply by End of 2027

Highly Strategic: Provides Western Markets with Much-Needed Magnetic Heavy Rare Earths (HREEs) and Yttrium

Established Operation: All Required Licenses in Place, Production Commenced, and Ramp-up Underway

20+ Year Mine Life with Significant Additional Growth

Potential (Phase 2)

Strong Sustainability Credentials: Low Impact Operations, Access to Renewable Electricity and Use of Biofuels , >3 years without Lost Time Injury ("LTI")

>US$1.1bn1 Capital Investment over a Period of 16 Years, Including Recent DFC Financing

Operations Have Been Developed and Overseen by Leading Mining Investment Groups Denham Capital, Vision Blue Resources, and Energy & Mineral Group

2027E, in metric tons of REOs

Impliєd oxidє producīion rrom SV MREC ovєr non-China oxidє supply

58%

281

164

Total Non-China Oxide Supply2

Estimated Oxide Supply

from Serra Verde

Production3

39%

Total Non-China Oxide Supply2

Estimated Oxide Supply

from Serra Verde

Production3

92%

1,674

1,534

Total Non-China Oxide Supply2

Estimated Oxide Supply

from Serra Verde

Production3

Unique Asset in a Tier 1 Jurisdiction

Hydroelectric Power Plant I (~25km)

Hydroelectric Power Plant II (~40km)

Santos Port (1,444km)

Salvador Port (1,063km)

Key Metrics

Deposit Type

Ionic Clay

Mining Method

Open Pit Strip Mining

Avg. LOM

Production4

(TREO)

~6,400 tpa

Avg LOM Rare Earth Oxides (REOs) Basket Composition5 (% of value)

NdPr - 22%

Dy - 19%

Tb - 13%

Y - 42%

Source: USAR website, Serra Verde, SRK, Benchmark Intelligence Mineral and Argus

Notes: 1. Comprises (i) historical equity contribution from Denham Capital, Vision Blue and EMG, (ii) Orion's royalties, senior debt and preferred shares, and (iii) first disbursement of DFC loan , excluding repayment of Orion's facilities. 2. Based on Benchmark Mineral Intelligence April 2026 report. 3. Assumes 95% recovery yield from MREC to separated oxides. 4. Average annual TREO production during LOM (from 2026 to 2047). 5. Basket composition represents LOM average mineral ore produced weighted by ex-China spot prices. Does not take into account price upside sharing mechanism with the SPV pursuant to the Serra Verde offtake above floor prices.

SERRA VERDE'S UNIQUE OFFTAKE WITH SPV INCLUDES PRICE FLOORS FOR

Magnetic REEs and Yttrium Drive Serra Verde's Basket Value

100%

Revenue from

Magnetic REOs (Nd, Pr, Dy, Tb)

Revenue from

All REOs

Magnetic REOs

Other

32%

11%

34%

50%

23%

42%

ALL FOUR MAGNETIC RARE EARTH ELEMENTS

Highly Attractive Offtake Terms Provide Financial Visibility

15-year USD-denominated offtake agreement covers 100% of Serra Verde's Phase 1 production

Agreement includes price floors for Nd, Pr, Dy, and Tb

Shared upside: 70% of excess of non-China index over floor prices (less separation costs)

Offtake flexibility for multiple product forms: MREC and higher-value forms

Ability to monetize non-offtake elements, including Yttrium

SPV Floor Prices

Current China Spot Prices1

Current Non-China Spot Prices2

Serra Verde shares in 70% of īhe upside of any realized price above īhe floors

~$125/kg

~$140/kg

~$125/kg

~$140/kg

~$200/kg

~$1,100/kg

~$900/kg

~$4,000/kg

Note: Basket values calculated using USAR price forecasts weighted by Serra Verde REE production composition

China prices per Bloomberg (Nd and Pr assumed to both equal PECNAYUP Index, Dy per DMCNCFZS Index, and Tb per TBCNQALC Index)

Non-China prices per Argus

CREATES THE LEADING GLOBAL PLATFORM SPANNING THE RARE EARTH

VALUE CHAIN…

✓

Fully Integrated mine-to-magnet platform with operations across three

$3.2bn

PF Available Liquidity1

✓

Combines scarce non-China industry materials intelligence and

$1.8bn

Committed Debt / Equity Capital2

Benefits from strong financial and geopolitical support from the U.S. Government and Allies to execute growth plans

$550mm - $650mm

Annualized Run-Rate EBITDA

(selling REOs) by Serra Verde by end of 2027E3

Price floors for Nd, Pr, Dy and Tb

Provides opportunity for significant operational and financial synergies

Delivers robust balance sheet and accelerates positive EBITDA to 2027E

Reflects USAR's cash position as of Mar 31st, 2026 ($1,750mm); cash consideration paid in connection with the transaction with Serra Verde ($300mm); Commitments from DOC under non-binding LOI ($1,577mm); and transactions expenses (~$115mm). For Serra Verde, reflects Undrawn Debt Commitments from DFC ($140mm); DFC Convertible Loan ($100mm) and SV Cash Position as of Mar 31st, 2026 ($96mm). 2. Reflects Commitments from DOC under non-binding LOI

($1,577mm); Undrawn Debt Commitments from DFC ($140mm) and DFC Convertible Debt ($100mm). 3. Based on average annual TREO production for Phase 1, after Lanthanum removal, of ~4,400 metric tpa and illustrative average TREO basket price of ~$190/kg

…UNDERPINNED BY WORLD-CLASS ASSETS WITH GLOBAL REACH

SPANNING 3 CONTINENTS

U.S. Metal and Magnet Making (Stillwater, OK)

Stage

Commissioning

Products

Rare Earth Metals & Alloys, Permanent Magnets

Type Metal & Magnet Making

Production Capacity

Magnet Operating: 600 tpa Magnet Expansion: 9,400 tpa Metal: 10,000 tpa

Stage

Operating

LCM - Cheshire, U.K.

Type Metal Making & Strip Casting

Product Rare Earth Metals & Alloys

Wheat Ridge, CO

Stage Demo Facility

Type Processing & Separation R&D

Round Top - Sierra Blanca, TX

Stage Expected COD in late 2028

Supporting the Western REE supply chain

Production Capacity Up to 7,500 tpa

LCM - Lacq, France

Stage COD in 2026

Type Metal Making, Strip Casting

Product Rare Earth Metals & Alloys

Products Rare Earth Oxides

Type Mining, Processing & Separation

Serra Verde - Minaçu, Goiás, Brazil

Production Capacity 10,000 tpa

Carester1 - Lacq, France

Avg. LOM TREO

Production

4,300 tpa

Stage Operating

Type Mining

Product MREC

Phase 1: ~6,400 tpa

Stage In Construction

Type Processing & Separation R&D

Upstream Midstream Downstream

TREO Production

Phase 2: Approx. 6,400 tpa targeted

USAR announced execution of an investment term sheet regarding acquisition of 12.5% equity stake in Carester, along with critical access to Carester's facility for the processing of USAR's MREC, as well as oxide feedstock for LCM and the rights to Carester's IP, technology and know-how in the U.S.

COMBINED COMPANY WILL BE THE ONLY FULLY INTEGRATED MINE-TO-

MAGNET OFFERING OUTSIDE CHINA…

Less Integrated

Company

Mar½єī Capiīalizaīion

TEV / (2030E) EBITDA Mulīiplє2

~$7.6bn1

~3.6x

MP Materials

$14.3bn 12.8x

Energy Fuels

$6.1bn 13.9x

Lynas

$15.0bn 10.6x

Significant Amounts of Dy and Tb Mined

Significant Amounts of Nd and Pr Mined

Light Rare Earth Processing and Separation

Heavy Rare Earth

Processing and Separation

Heavy Rare Earth Metals

Light Rare Earth Metals

Samarium Metals

Strip Casting

Magnets - Blocks

Magnets - Finished

Commercial Operations

Construction / Ramping

Under Development / Pilot Scale

No Capability

Price Floors

Note: Market Capitalizations are shown on a fully diluted basis as of 04/17/2026 per S&P Capital IQ.

USA Rare Earth market capitalization shown on a fully diluted basis adjusted for 126.849mm shares issued in connection with acquisition of Serra Verde.

CapIQ, Wall Street Research; market data and consensus estimates as of 04/17/2026; Assumes ~$1.8bn pro forma EBITDA for USA Rare Earh.

...WITH A COMPELLING GROWTH PIPELINE BENEFITTING FROM

ENHANCED EXPERTISE OF COMBINED TEAMS

U.S. Magnet Making Operating

600 īpa

U.K. Metal Making & Strip Casting

~1,500 īpa

Serra Verde Phase 1

~6,400 īpa

U.S. Demo Separation Facility

U.S. Magnet Making Expansion

+ 9,400 īpa

U.K. + France Metal Making & Strip Casting

+ 16,000 īpa

Carester Caremag Facility1

+ 5,000 īpa

Serra Verde Phase 2

+ 6,400 īpa

U.S. Metal Making & Strip Casting

+ 10,000 īpa

Round Top Separation Facility

+ 8,000 īpa

Round Top

+ 4,300 īpa

Projects

Total

U.S. Magnet Making 10,000 īpa

U.S. + U.K. + France Metal Making & Strip Casting

Up īo 27,500 īpa

USAR Separation Capabilities

+ 13,000 īpa

Serra Verde Phase 2

+ Round Top

Up īo 17,100 īpa

Leverages combined technical resources to execute on growth pipeline

Brings scale and global talent to develop key

milestones in parallel

USAR's separation

expertise

accelerates Serra Verde's path to sell higher-value REOs

Serra Verde expertise helps to de-risk Round Top and other future upstream assets

Operating

Commissioning

Brownfield Expansions

Mining

Separation

Metal Making & Strip Casting Magnets

1. Round Top separation facility expected to have separation capacity of 8,000 tpa; Carester Caremag facility, scheduled for commissioning in late 2026, expected to have separation capacity of 5,000 tpa (does not include 2,000 tpa of expected magnet recycling processing capacity)

THE OPERATIONAL OPPORTUNITIES / SYNERGIES ARE SIGNIFICANT

Serra Verde MREC is Well-Suited for USAR's and Carester's Separation Facilities

Provides USAR with Near-Term HREE and LREE Supply…

…And the Potential for On-Spec Feed for USAR Magnets

High-gradє HREE Mixєd Rarє Earīh Carbonaīє

Ingoīs rrom LCM

Fєєdsīoc½ ror Magnєīs

THE TRANSACTION ACCELERATES AND ENHANCES USAR'S FINANCIAL PROFILE

Serra Verde Brings Significant EBITDA to USAR by the end of 2027E…

In US$ millions, unlєss oīhєrwisє noīєd

Delivery of oxides resulīs in paymenī for magneī REO and enables moneīizaīion of oīher REOs, a well as poīenīial īo achieve lower separaīion cosīs īhan applied when delivering MREC

Delivery of MREC resulīs in paymenī for magneī REEs wiīh adjusīmenī for

separaīing inīo REOs

Form of Producī Delivered by Serra Verde

MREC

Oxides

Other

$550 - $650

$300 - $400

Annualized Run-Rate EBITDA by End of 2027E

…And Contributes to a Superior USAR in 2030E and Beyond

Expecīed īo be accompanied by FCF conversion of ~80% 1

~$1,850

~$650

~$1,200

Annualized Run-Rate EBITDA by End of 2030E

Note: Based on average TREO production, after Lanthanum removal, of ~4,400 metric tons per year and illustrative average TREO basket price of ~$190/kg (based on Argus projections as of December 2025) during Phase 1

1. Free Cash Flow ("FCF") defined as EBITDA minus capital expenditures, taxes, and changes in working capital; FCF conversion defined as FCF / EBITDA

OUR VISION WILL BE DRIVEN BY AN EXCEPTIONAL LEADERSHIP TEAM…

Serra Verde delivers a world-class īeam of indusīry leaders, including Sir Mick Davis and Thras Moraiīis who īogeīher builī Xsīraīa from a $500mm business in 2001 īo a $65bn global mining major aī īhe īime of iīs sale īo Glencore in 2012

MICHAEL

BLITZER

Chairman of the Board

USA Rarє Earīh

SIR MICK

DAVIS

Founder and Managing Partner

Vision Bluє

(Formєr CEO or Xsīraīa plc; CFO or BH7 Billiīon)

Will join īhe Board of Direcīors

THRAS

MORAITIS

Chief Executive Officer

Sєrra Vєrdє Croup

RICARDO GROSSI

Chief Operating Officer

Sєrra Vєrdє Croup

BARBARA

HUMPTON

Chief Executive Officer

USA Rarє Earīh

ROB

STEELE

Chief Financial Officer

USA Rarє Earīh

Highly experienced global mining executive with

+40 years in the mining industry; Previous

leadership roles at X2 Resources and Xstrata plc

Will remain in leadership aī USAR and join īhe Board of Direcīors

More than 20 years experience in the mining industry, with previous leadership roles at CSN and Anglo-American Brazil

Will conīinue īo lead īhe on-ground operaīions aī Serra Verde

…TAKING BOLD AND DECISIVE ACTION TO SOLVE THE CRITICAL

SHORTAGE OF RARE EARTHS OUTSIDE CHINA

Critical Actions Taken to Become the Global Rare Earth Platform of Choice

Continued Focus on Delivering

Shareholder Value

Announced agreement for 12.5% equity investment in Carester

Announced acquisition of Serra Verde

Announced partnership with French Government to develop LCM Europe

Announced acquisition of LCM and concurrent

$125mm PIPE

Went public via de-SPAC and announced $75mm PIPE to fund first magnet facility

Apr. 2026

Mar. 2026

Jan. 2026

Nov. 2025

Sep. 2025

Mar. 2025

Announced preliminary inclusion in the Russell 2000

index

Announced $1.6bn funding package from DOC1 and concurrent $1.5bn PIPE

Announced agreement for acquisition of Texas Mineral Resource Corp.

Advance operational

objectives in key elements of portfolio

Optimally deploy capital to

accelerate organic growth

Pursue opportunistic M&A to further strengthen value chain

Enter strategic partnerships and commercial relationships

Deliver solutions for Western rare earth requirements

1. Includes $1,577mm in commitments from the DOC under non-binding LOI announced in January 2026.

APPENDIX

OVERVIEW OF SERRA VERDE MINE AND PROCESSING PLANT

Wasīe Pile

Screening Planī

Mainīenance Workshop

Tailings Filīers

RhD Planī

Dry Sīack Faciliīy

Administrative Area

Screening

Reagenī Sīorage

Planī

Processing Planī

and Laboraīory

Conīrol Room

Warehouse

MREC Filīers

Thickener

Finished Producī Sīorage

Waīer Tank

Adminisīraīive Buildings

BRAZIL IS A HIGHLY ATTRACTIVE AND MATURE MINING-FRIENDLY

COUNTRY WITH MANY INTERNATIONAL WORLD-CLASS OPERATORS

Brazil is an Established Mining Jurisdiction…

workforce and suppliers

Brazil is well positioned to capitalize on the growth in non-China rare earths, with the largest rare earths reserves non-China and a particularly favorable concentration of HREEs within these deposits

…With Many of the World's Major Mining Companies Operating in the Country

$17

$54

$55

$204

$87

$42

$173

$15

$77

Mar½єī Cap. (US$bn):

Source: EPE - Critical and Strategic Minerals for the Energy Transition as of March 2025, Press Release, CapIQ as of 04/17/2026

Disclaimer

USA Rare Earth LLC published this content on April 20, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 20, 2026 at 17:38 UTC.