Serra Verde Announces Agreed Combination with USA Rare Earth to Create Global Rare Earths Leader and a 15-year Offtake with Guaranteed Floor Prices

20 April 2026:

Serra Verde (“Serra Verde”), the only large-scale producer of critical heavy rare earths (“HREEs”) as well as light rare earths outside of Asia, is pleased to announce two significant developments that confirm its position as a leader in the global rare earth industry and a pioneer of Brazil’s critical minerals sector.

Serra Verde has agreed to a combination with USA Rare Earth, Inc. (“USAR”), a Nasdaq-listed rare earth company, to create a global leader spanning rare earth elements, oxides, metals and magnets (“the Transaction”). Serra Verde’s mining and processing operations will play a central role in the establishment of the first mine-to-magnet rare earth supply chain outside Asia by combining with USAR’s mining and downstream capabilities. In addition to Serra Verde’s pioneering knowhow in mining and processing rare earths, the combined company will have access to best-in-class rare earth separation, processing and metal making technology via its own operations and strategic partnerships, which span the US and its Allies.

Serra Verde’s operations in Brazil will continue to expand and ramp-up operations under the existing management team.

Sir Mick Davis and Thras Moraitis, Chair and CEO of Serra Verde Group respectively, will join the Board of the combined company. Thras Moraitis will take on the role of President of the combined company, while Ricardo Grossi, President of Serra Verde Pesquisa e Mineração will continue to lead operations in Brazil.

Furthermore, Serra Verde has entered into a 15-year offtake agreement to supply a special purpose vehicle capitalized by various U.S. Government agencies, as well as private capital sources (“SPV”) for 100% of its Phase I production (“the Offtake Agreement”) with guaranteed price floors for its magnetic rare earths. The Offtake Agreement provides secure and predictable cash flows for Serra Verde, reducing risks, supporting investment and underpinning its successful development, while ensuring jobs and investment for Brazil and Minaçu for many years to come.

Thras Moraitis, Chief Executive Officer of Serra Verde Group commented:

“We are thrilled to join forces with USAR to create a larger, more diversified company spanning the REE supply chain across Brazil, the US and its Allies. The combination will enable sustained investment and growth at the operation, creating jobs, tax contributions and investment that will benefit employees, the community and Brazil.

“In addition, we are pleased to have secured this 15 year offtake with a special purpose vehicle capitalized by various U.S. Government agencies, as well as private capital sources for 100% of the Phase I production of our world-class operation.

“These two milestones underline our position as a leader in the global rare earth industry as the only large scale heavy rare earth producer outside Asia.

“The floor prices for dysprosium and terbium we have agreed are an industry first and derisk the further development of our operation by providing secure and predictable cash flows with shared upside, allowing us to invest in our expansion with confidence.”

Ricardo Grossi, President of Serra Verde Pesquisa e Mineração and COO of the Serra Verde Group, commented:

“These developments are a significant positive for Brazil and demonstrate the country’s ability to play a leading role in the development of global rare earth supply chains. The guaranteed offtakes and the combination with USAR validate the quality of Serra Verde: our unique operation, our people and their commitment to responsible practices.

“Serra Verde is pioneering a new industry for Brazil, and we now have the certainty to continue investing and developing our operation throughout the cycle, securing jobs, future tax payments and economic development for Minaçu, Goiás and Brazil. In partnership with USAR we hope to serve as an inspiration to other similar projects in Brazil, demonstrating our nation’s vast potential as a critical minerals hub.”

The Transaction

The combination of Serra Verde and USAR will create a multinational mine-to-magnets rare earths leader with eight operations in Brazil, the US, France and the UK with active operating capabilities across the entire light and heavy rare earth supply chain, including mining, processing, separation, metallization and magnet making.

The combined company will be financially robust and have access to human and technological resources to grow and develop its operations. We believe this will drive significant benefits for Brazil, our employees and communities.

The Offtake Agreement

The arrangement and floor prices in the Offtake Agreement address the unrepresentative price signals which have previously constrained development of new upstream sources of heavy rare earths and integrated rare earth supply chains.

Serra Verde and the SPV will share the benefits of received prices above the agreed floor prices.

Serra Verde’s integrated rare earth mine and processing plant in Goiás, Brazil, produces a Mixed Rare Earth Carbonate (“MREC”), with a high proportion of the most critical HREEs, Dysprosium and Terbium, and is the only scale producer outside of Asia of these and other HREEs.

Background on Serra Verde

Serra Verde benefits from attractive operating conditions and strong sustainability credentials due to the location of its operation in an established mining and processing jurisdiction in Brazil, which provides access to renewable electricity, high quality infrastructure, a skilled local workforce and knowledgeable communities. Furthermore, the operation benefits from the advantageous geology of a very large, soft and near-surface ionic clay HREE deposit and low impact operations.

Serra Verde has also received a US$565m financing package with the US International Development Finance Corporation that replaced existing loan facilities on more favorable terms and fully funded the optimization of Serra Verde’s Brazilian operations by expanding capacity, enabling a sustained lower operating cost profile and enhancing its product for new markets.

Together with the Offtake Agreement, these US Government measures will accelerate and derisk the combined company’s strategy and Phase I growth plan to increase production to 6,400 tonnes of Total Rare Earth Oxide (“TREO”) by the end of 2027.

Ends

Contacts

Aura Financial (International)

Email: serraverde@aura-financial.com Tel: +44 20 7321 0000

Michael Oke / Andy Mills

Fato Relevante (Brazil)

Email: ivelise.cardoso@agenciafr.com.br Tel: +55 (11) 2337-2086

Notes to Editors

About Serra Verde Group

Serra Verde is the only large scale producer outside Asia of all four magnetic rare earths including the most critical and highly valuable heavy rare earths Dysprosium (Dy), Terbium (Tb) and Yttrium (Y). These materials are key to permanent magnet production for electric vehicles, wind turbines, robots, drones, high-efficiency air conditioners as well as other forward-facing technology applications in semiconductor, defense, nuclear, aerospace and other critical industries.

Serra Verde has a highly experienced team with an unrivalled track record for creating value by developing, operating and growing businesses in energy and materials. Commercial production at Serra Verde’s Pela Ema mine and processing plant commenced in early 2024 and operations are currently being optimized and expanded, enabling a sustained lower operating cost profile and enhancing its product for new markets. Serra Verde is expected to produce approximately 6,400 metric tons of total rare earth oxide equivalent (TREO) per year and potential Phase II expansion which could double run-of-mine production before 2030 is under consideration.

Serra Verde has strong sustainability credentials due to the advantageous geology of the Pela Ema deposit, its low impact operations which do not generate wet tailings, access to renewable electricity and use of biofuels, high quality infrastructure, skilled workforce and strong community relations. Serra Verde is committed to operating in a responsible and sustainable manner, applying best-in-class management practices and leading industry standards and has achieved over 3 years without a Lost-Time Injury. Serra Verde employs over 350 people, excluding contractors, 66% of who are from the local community and over 30% are women.

Serra Verde is backed by leading institutional investors including Denham Capital, Vision Blue Resources and The Energy & Minerals Group

For more information www.visit serraverde.com

About USA Rare Earth

USA Rare Earth, Inc. (Nasdaq: USAR) is building a fully integrated rare earth and permanent magnet supply chain across the United States, United Kingdom, France and Brazil. Through its ownership of Less Common Metals (LCM), one of the world’s leading producers of rare earth metals and alloys, its development of magnet manufacturing capacity in Stillwater, Oklahoma, the Pela Ema mine in Brazil and the Round Top deposit in Texas, USAR operates across the entire value chain from mining to metal-making, alloy production and neodymium magnet manufacturing. USAR is establishing a secure, Western-aligned supply of materials essential to the aerospace and defense, semiconductor, energy, data center, physical AI, mobility, healthcare and industrial sectors.

For more information, visit www.usare.com.