USA Rare Earth (USAR) Registration filing summary

Company overview and business model

• Building a fully integrated rare earth and permanent magnet value chain across the U.S., U.K., France, and Brazil, spanning mining, metal-making, alloy production, and neodymium magnet manufacturing.

• Operations include ownership of Less Common Metals, magnet manufacturing in Oklahoma, the Pela Ema mine in Brazil (pending transaction), and the Round Top deposit in Texas.

• Aims to establish a secure, Western-aligned supply of critical materials for aerospace, defense, semiconductor, energy, and other sectors.

Financial performance and metrics

• As of June 1, 2026, 228,523,482 shares of common stock outstanding.

• Since inception, has generated negative operating cash flows and may continue to experience negative cash flow from operations.

• Closing price per share as of June 1, 2026 was $29.43.

Use of proceeds and capital allocation

• Proceeds from any cash exercise of Preferred Investor Warrants (potentially $17.1 million) will be used for general corporate purposes.

• No proceeds will be received from the sale of shares by selling stockholders.