Usa Rare Earth, Inc. · NASDAQ:USAR
Usa Rare Earth — Merger or Acquisition (April 2026)
17 slides from Usa Rare Earth's merger presentation, Apr 20, 2026
Slide 1: USA Rare Earth + Serra Verde: The Global Leader in Rare Earths
April 2026 USA RARE EARTH + SERRA VERDE: THE GLOBAL LEADER IN RARE EARTHS
Slide 2: Disclaimer: Forward Looking Statements
2 © 2026 USA Rare Earth. All rights reserved. DISCLAIMER Forward Looking Statements This Presentation contains “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include those relating to the proposed acquisition of Serra Verde
Slide 3: Today's Speakers
3 © 2026 USA Rare Earth. All rights reserved. TODAY’S SPEAKERS Chief Executive Officer USA Rare Earth BARBARA HUMPTON THRAS MORAITIS Chief Executive Officer Serra Verde Group Incoming President USA Rare Earth ROBERT STEELE Chief Financial Officer USA Rare Earth
Slide 4: Overview of USA Rare Earth Acquisition of Serra Verde
4 © 2026 USA Rare Earth. All rights reserved. OVERVIEW OF USA RARE EARTH ACQUISITION OF SERRA VERDE • 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 • Co
Slide 5: Serra Verde: The First and Only Scaled Non-Asian Producer of the Four Magnetic Rare Earths
5 © 2026 USA Rare Earth. All rights reserved. SERRA VERDE: THE FIRST AND ONLY SCALED NON - ASIAN PRODUCER OF THE FOUR MAGNETIC RARE EARTHS Source: USAR website, Serra Verde, SRK, Benchmark Intelligence Mineral and Argus Notes: 1. Comprises (i) historical equity contribution from Denham Capital, Visi
Slide 6: Serra Verde's Unique Offtake with SPV Includes Price Floors for All Four Magnetic Rare Earth Elements
6 © 2026 USA Rare Earth. All rights reserved. ` SERRA VERDE’S UNIQUE OFFTAKE WITH SPV INCLUDES PRICE FLOORS FOR ALL FOUR MAGNETIC RARE EARTH ELEMENTS Note: Basket values calculated using USAR price forecasts weighted by Serra Verde REE production composition 1. China prices per Bloomberg (Nd and Pr
Slide 7: Creates the Leading Global Platform Spanning the Rare Earth Value Chain
CREATES THE LEADING GLOBAL PLATFORM SPANNING THE RARE EARTH VALUE CHAIN… Fully Integrated mine - to - magnet platform with operations across three continents Provides increased upstream optionality and embedded growth options through access to critical HREEs at scale Combines scarce non - China indu
Slide 8: Underpinned by World-Class Assets with Global Reach Spanning 3 Continents
8 © 2026 USA Rare Earth. All rights reserved. …UNDERPINNED BY WORLD - CLASS ASSETS WITH GLOBAL REACH SPANNING 3 CONTINENTS 1. 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 proces
Slide 9: Combined Company Will Be the Only Fully Integrated Mine-to-Magnet Offering Outside China
9 © 2026 USA Rare Earth. All rights reserved. COMBINED COMPANY WILL BE THE ONLY FULLY INTEGRATED MINE - TO - MAGNET OFFERING OUTSIDE CHINA… No Capability Lynas $15.0bn 10.6x Energy Fuels $6.1bn 13.9x MP Materials $14.3bn 12.8x + ~$7.6bn 1 ~3.6x Company Market Capitalization TEV / (2030E) EBITDA Mult
Slide 10: With a Compelling Growth Pipeline Benefitting from Enhanced Expertise of Combined Teams
10 © 2026 USA Rare Earth. All rights reserved. ...WITH A COMPELLING GROWTH PIPELINE BENEFITTING FROM ENHANCED EXPERTISE OF COMBINED TEAMS Serra Verde Phase 2 + 6,400 tpa U.S. Magnet Making Expansion + 9,400 tpa Operating Commissioning Brownfield Expansions Projects x Leverages combined technical res
Slide 11: The Operational Opportunities / Synergies Are Significant
11 © 2026 USA Rare Earth. All rights reserved. THE OPERATIONAL OPPORTUNITIES / SYNERGIES ARE SIGNIFICANT Serra Verde MREC is Well - Suited for USAR’s and Carester’s Separation Facilities Provides USAR with Near - Term HREE and LREE Supply… …And the Potential for On - Spec Feed for USAR Magnets Feeds
Slide 12: The Transaction Accelerates and Enhances USAR's Financial Profile
12 © 2026 USA Rare Earth. All rights reserved. THE TRANSACTION ACCELERATES AND ENHANCES USAR’S FINANCIAL PROFILE In US$ millions, unless otherwise noted Serra Verde Brings Significant EBITDA to USAR by the end of 2027E… …And Contributes to a Superior USAR in 2030E and Beyond Note: Based on average T
Slide 13: Our Vision Will Be Driven by an Exceptional Leadership Team
13 © 2026 USA Rare Earth. All rights reserved. OUR VISION WILL BE DRIVEN BY AN EXCEPTIONAL LEADERSHIP TEAM… Serra Verde delivers a world - class team of industry leaders, including Sir Mick Davis and Thras Moraitis who together built Xstrata from a $500mm business in 2001 to a $65bn global mining ma
Slide 14: Taking Bold and Decisive Action to Solve the Critical Shortage of Rare Earths Outside China
14 © 2026 USA Rare Earth. All rights reserved. …TAKING BOLD AND DECISIVE ACTION TO SOLVE THE CRITICAL SHORTAGE OF RARE EARTHS OUTSIDE CHINA Continued Focus on Delivering Shareholder Value Critical Actions Taken to Become the Global Rare Earth Platform of Choice • Advance operational objectives in ke
Slide 15: Appendix
© 2026 USA Rare Earth. All rights reserved. APPENDIX
Slide 16: Overview of Serra Verde Mine and Processing Plant
© 2026 USA Rare Earth. All rights reserved. 16 OVERVIEW OF SERRA VERDE MINE AND PROCESSING PLANT Maintenance Workshop Reagent Storage Thickener Control Room and Laboratory Administrative Buildings Water Tank MREC Filters Finished Product Storage Tailings Filters Located in the State of Goias (Brazil
Slide 17: Brazil Is a Highly Attractive and Mature Mining-Friendly Country
17 © 2026 USA Rare Earth. All rights reserved. $77 $15 $173 $42 $87 $204 $55 $54 $17 BRAZIL IS A HIGHLY ATTRACTIVE AND MATURE MINING - FRIENDLY COUNTRY WITH MANY INTERNATIONAL WORLD - CLASS OPERATORS Source: EPE – Critical and Strategic Minerals for the Energy Transition as of March 2025, Press Rele