USAR Strikes Game-Changing $2.8 Billion Deal

The stock is trending on news of the $2.8 billion deal, currently trading at $22.81

+2.85 (+14.31%) on volume of over 18 million shares.

USA Rare Earths, Inc. (Nasdaq: USAR) has announced a definitive agreement to acquire 100% of Serra Verde Group, owner of the Pela Ama rare earth mine and processing plant in Goiás, Brazil. The transaction consideration includes $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 on Friday, April 17, 2026, represents an equity value of approximately $2.8 billion for Serra Verde. Subject to customary closing conditions and regulatory approvals, the acquisition is expected to close in the third quarter of 2026.

Barbara Hampton, Chief Executive Officer of USA Rare Earths, said, “The acquisition of Serra Verde represents a transformational step in fulfilling our ambition to create a global champion and preferred partner in rare earth elements, oxides, metals and magnets. Serra Verde’s Pela Ama mine is a unique asset and is the only producer outside of Asia capable of supplying all four magnetic rare earths at scale along with other important REEs such as yttrium. Verde’s global importance is evidenced by its 15-year offtake agreement with various US government entities as well as a special purpose vehicle capitalized by private capital sources for 100% of its Phase 1 ND, PR, DY and TB production.

By combining Serra Verde’s world-class operations and team with our processing, separation, metallization and magnetizing capabilities, we are furthering our goal of creating a fully integrated platform that will serve as the cornerstone of global rare earth supply security for decades to come.

Thras Moraitis, Chief Executive Officer of Serra Verde Group, said, “Rare earths represent a strategic nexus where national and energy security and technological supremacy meet. The Western rare earth sector stands at a critical juncture, as governments and strategic industries seek reliable sources of urgently critical rare earths – particularly rare heavy rare earths.

Throughout Serra Verde’s 15-year journey, our team has been firmly focused on building a large, responsible source of these critical materials that power forward-looking technologies. Joining forces with USA Rare Earths accelerates the achievement of our shared vision: establishing a secure, diverse global rare earth supply chain.

We are excited to contribute our operational expertise, government partnerships and significant development potential to this joint platform. Leveraging our proven track record and know-how in upstream development, we will contribute to the development of the USA Rare Earths Round Top Project.

Together, we believe the combined company will deliver fully integrated rare earth solutions 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 partners.

Serra Verde’s product contains high percentages of all four magnetic rare earths, including the most important and highly valuable heavy rare earths (“HREE”) dysprosium (“Dy”), terbium (“Tb”), and yttrium (“Y”). Following a capital investment of over $1.1 billion and significant operational learning and experience in pioneering production of the first operating ionic clay deposit in the Western world, the operation is fully permitted and scheduled to enter production in 2024.

Serra Verde has secured a $565 million financing package from the US International Development Finance Corporation (“DFC”) to fully finance adaptation and expansion initiatives through positive cash flow. Additionally, Serra Verde has secured a 15-year, 100% off-take agreement to supply to a special purpose vehicle capitalized by various US government agencies, as well as private capital sources (“SPV”), all four magnetic rare earths required to create a permanent NdFeB magnet. This raise includes a guaranteed minimum floor price for each of ND, PR, DY and TB, helping to de-risk cash flows and providing access to shared upside.

At Phase 1 nameplate capacity, expected to be achieved by the end of 2027, Serra Verde is projected to produce approximately 6,400 metric tons of TREO per year. Based on 100% isolated oxide sales, Serra Verde expects to achieve annual run-rate EBITDA of $550-$650 million by the end of 2027.

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