{"success":true,"data":{"pressRelease":{"id":"53652","rtpr_id":"nGNX9rkNs0","ticker":"USAR","exchange":"NASDAQ","all_tickers":["USAR"],"title":"USA Rare Earth Finalizes Definitive Agreements with U.S. Department of Commerce, Unlocking Access to Up to $1.6 Billion to Advance the Leading Rare Earth Value Chain","author":"Globe Newswire","published_at":"2026-06-03T12:15:00.181Z","article_body":"Definitive Agreements Trigger Access to Up to $277 Million in Federal Funding\nand Up to $1.3 Billion in CHIPS Senior Secured Loan Capacity to advance the\nonly vertically integrated rare earth company in the U.S. across domestic\nheavy rare earth mining, processing and separation, metal, and magnet\nproduction \n\nCombined with the $1.5 Billion PIPE Closed in January 2026 and Previous\nCapital Raises, Brings Total Committed Capital Supporting USA Rare Earth’s\nGrowth Plan to Approximately $3.5 Billion\n\nAdvances USA Rare Earth as a Global Leader in Rare Earths that is Developing\none of the Largest Integrated Mine-to-Magnet Value Chains with Significant\nRunway for Future Value Creation\n\nSTILLWATER, Okla., June 03, 2026 (GLOBE NEWSWIRE) -- USA Rare Earth, Inc.\n(Nasdaq: USAR) (“USAR”, “USA Rare Earth”, or the “Company”), today\nannounced the execution of definitive agreements with the U.S. Department of\nCommerce, unlocking access to up to $1.6 billion in funding under the\nDepartment of Commerce’s CHIPS Program.(1) The definitive agreements\ncomprise up to $277 million in federal funding and up to $1.3 billion in\nsenior secured loan capacity under the CHIPS Act, with disbursements tied to\nthe achievement of project milestones.\n\nPrior to the definitive documents, USA Rare Earth closed $1.5 billion in\nprivate capital raise, signed certain strategic customer agreements, and\nadvanced Round Top.\n\nThe definitive agreements establish the framework under which USAR will\ncontinue to build out its integrated heavy rare earth mining, metal, and\nmagnet global value chain. Together with the $1.5 billion private capital\nraise completed in January 2026 and previous capital raises, the agreements\nbring total committed capital supporting USAR’s growth plan to approximately\n$3.5 billion.(2)\n\n“This partnership with the U.S. Government is the largest of its kind in our\nindustry and provides the necessary capital to build the only global platform\nacross light and heavy rare earth mining and processing, metal and alloy\nmaking, as well as magnet manufacturing - for the benefit of the United States\nand its allies,” said Michael Blitzer, Chairman of the Board of USA Rare\nEarth. “This landmark collaboration reflects the scale and urgency of\nsecuring critical supply chains for technologies essential to long-term\neconomic growth. We are grateful for the leadership shown across government\nin moving with speed and conviction. Our focus now is execution and generating\nindustry-leading returns for both our shareholders and the U.S. Government.”\n\n“Today marks the moment we move from intent to execution alongside the\nUnited States Government,” said Barbara Humpton, Chief Executive Officer of\nUSA Rare Earth. “With the definitive agreements, USAR is positioned to\naccelerate the building of a global mine-to-magnet value chain that will\nsupply the materials, metals, and magnets that industrial customers depend\nupon. From defense, aerospace, semiconductors, and data centers to physical\nAI, energy, mobility, and healthcare, our integrated value chain is designed\nto power the technology and innovations of the 21(st) Century. We look forward\nto our partnership with the United States Government.”\n\n\"The CHIPS Program’s $277 million funding and $1.3 billion loan will be\ninstrumental for the construction of a domestic integrated supply chain for\ncritical minerals and NdFeB magnets which are essential for semiconductor chip\nmanufacturing,” said Bill Frauenhofer, Executive Director of Semiconductor\nInvestment and Innovation. “Yttrium, gallium, dysprosium and the other 9\ncritical and strategic minerals that will be mined in Texas, along with the\ndomestic metal and magnet production, provides United States semiconductor\ncompanies a reliable domestic source and removes choke points in their\nmanufacturing supply chain that enable chemical vapor deposition, high-k\nmaterials, compound semiconductors, dopants and other foundational\napplications.”\n\nWhat the Definitive Agreements Enable. The definitive agreements support\nexecution of USAR’s integrated value chain across each layer of the\nproduction system, with a targeted 2030 operating profile that, when\ndelivered, is expected to represent the largest domestic heavy rare earth and\ncritical mineral mining, processing and separation, metal making, and magnet\nproduction platform in the United States and the establishment of the global\nleader in rare earths. Specifically, the agreements support:\n* Development of the Round Top heavy rare earth and critical mineral deposit\nin Hudspeth County, Texas, targeted to begin commercial production in 2028;\n* Processing and separation of the output from the Round Top Project,\nincluding heavy rare earth element and critical mineral oxides and\nconcentrates — including dysprosium, terbium, yttrium, gadolinium, hafnium,\nerbium, thulium, lutetium, ytterbium, holmium, gallium, and zirconium —\nsecuring domestic access to 12 critical minerals and rare earth elements;\n* Reshoring of 10,000 tons per annum (tpa) of heavy rare earth element metal-\nand alloy-making and strip-casting capacity through USAR’s subsidiary Less\nCommon Metals (LCM), which are capabilities that do not currently exist in the\nUnited States; and\n* Scaling of neodymium-iron-boron (NdFeB) magnet manufacturing capacity in\nStillwater, Oklahoma and Blacksburg, South Carolina to 10,000 tpa.\nA Partnership at the Scale of the National Challenge. Rare earth elements and\npermanent magnets are foundational inputs to the technologies that underpin\nAmerican economic and national security. Today, the United States is\nstructurally dependent on foreign supplies (and in many categories a\nsingle-source) for materials that are essential to modern technology and\nglobal security.\n\nThe definitive agreements between USAR and the Department of Commerce are\nstructured to close that gap. The U.S. Government’s funding is tied to\nproject milestones aligned with USAR’s build schedule and creates a\nstructure that directly aligns with taxpayer returns and the objectives of\ninstitutional investors.\n\nTransaction Overview.\n* The definitive agreements with the Department of Commerce’s CHIPS Program\nprovide access to up to $1.6 billion, comprising up to $277 million in federal\nfunding and up to $1.3 billion in senior secured loan capacity under the CHIPS\nAct.\n* USAR will issue to the Department of Commerce 16.1 million shares of common\nstock and approximately 17.6 million warrants.\n* Funding will be disbursed in phases, tied to the Company’s achievement of\nproject milestones, and is structured to reimburse capital expenditures\nincurred in executing USAR’s business plan.\n* Combined with the $1.5 billion common stock PIPE that closed in January 2026\nand previous capital raises, total committed capital to support USAR’s\ngrowth plan stands at approximately $3.5 billion.(2)\n(1 Funding amounts represent maximum available access under the definitive\nagreements. Actual disbursements are subject to the Company’s achievement of\nproject milestones and other conditions set forth in the definitive\nagreements.)(2 Approximate total committed capital comprises approximately\n$1.5 billion in private capital raised through the PIPE transaction that\nclosed on January 28, 2026, previous capital raises, and up to $1.6 billion in\nU.S. Department of Commerce federal funding and CHIPS Act senior secured loan\ncapacity under the definitive agreements.)\n\nTransaction Advisors\n\nLatham & Watkins LLP acted as legal counsel and Moelis & Company LLC acted as\nexclusive financial advisor to USA Rare Earth in structuring and executing its\nagreements with the U.S. Government.\n\nAbout USA Rare Earth\n\nUSA Rare Earth, Inc. (Nasdaq: USAR) is building a fully integrated rare earth\nand permanent magnet value chain across the United States, the United Kingdom,\nFrance and Brazil. Through its ownership of Less Common Metals (LCM), one of\nthe world’s leading producers of rare earth metals and alloys, its magnet\nmanufacturing capacity in Stillwater, Oklahoma, the Pela Ema mine in Brazil\n(subject to closing the Serra Verde Group transaction) and the Round Top\ndeposit in Texas, USA Rare Earth operates across the entire value chain from\nmining to metal-making, alloy production and neodymium magnet manufacturing.\nUSA Rare Earth is establishing a secure, Western-aligned supply of materials\nessential to the aerospace and defense, semiconductor, energy, data center,\nphysical AI, mobility, healthcare and industrial sectors. For more\ninformation, visit www.usare.com.\n\nForward-Looking Statements\n\nThis press release contains “forward-looking statements” within the\nmeaning of Section 27A of the Securities Act of 1933, Section 21E of the\nSecurities Exchange Act of 1934, and the Private Securities Litigation Reform\nAct of 1995. These statements include those relating to the definitive\nagreement with the U.S. Department of Commerce and its expected benefits,\nincluding the anticipated milestones, conditions precedent, timing of\ndisbursements, and expected funding amounts; the issuance of common stock and\nwarrants to the U.S. Department of Commerce and the potential dilutive impact\nof such issuances on existing stockholders; the Company’s investment plans,\nincluding the development of the Round Top deposit, the development and\nexpansion of processing and separation facilities, the development and\nexpansion of metal-making and strip-casting facilities, and the development\nand expansion of the magnet manufacturing facility in Stillwater, Oklahoma;\nthe Company’s strategic supply and customer agreements; the Company’s\nplans for and prospects of its announced acquisitions, investments, and other\nbusiness development activities, including the announced Serra Verde Group\ntransaction; and projected operating results and performance.\n\nSuch statements can be identified by the fact that they do not relate strictly\nto historical or current facts. Words such as “anticipate,” “believe,”\n“can,” “continue,” “could,” “estimate,” “expect,”\n“forecast,” “intend,” “may,” “might,” “plan,”\n“possible,” “potential,” “predict,” “project,” “seek,”\n“should,” “strive,” “target,” “will,” “would,” and similar\nexpressions may identify forward-looking statements, but the absence of these\nwords does not mean that a statement is not forward-looking.\n\nForward-looking statements are subject to risks and uncertainties and\npotentially inaccurate assumptions that could cause actual results to differ\nmaterially from the Company’s expectations, including without limitation:\nthe ability of USA Rare Earth to satisfy the conditions precedent and other\nmilestone-based requirements of the definitive agreement on the anticipated\nterms or at all; the potential dilution to existing stockholders and adverse\neffect on the Company’s stock price resulting from the issuance of common\nstock and warrants to the U.S. Department of Commerce or other issuances of\ncommon stock or equity-linked securities; the Company’s ability to\ncommercially extract minerals from the Round Top deposit on the anticipated\ntimeline or at all; the Company’s ability to develop its processing,\nseparation, metal-making, strip-casting, and magnet manufacturing facilities\non the anticipated timeline or at all; the Company’s ability to raise\nadditional capital on acceptable terms or at all; the volatility of the\nCompany’s stock price; risks that the proposed transactions with the Serra\nVerde Group, Carester SAS and Texas Mineral Resources Corp. may not be\nconsummated on their anticipated timelines or at all; the Company may not\nrealize the anticipated benefits of its proposed and prior acquisitions,\nincluding expected synergies, financial performance, estimated EBITDA and, in\nthe case of the Serra Verde Group, integration of operations, on the\nanticipated timeline or at all; the ability of the Company’s Stillwater\nmagnet manufacturing facility to commence commercial operations on the timing\nand with the production capacity anticipated or at all; the Company’s\nlimited operating history; risks that the Company may experience delays,\nunforeseen expenses, increased capital costs, and other complications in\noperating its business; the availability of rare earth oxide, metal feedstock\nand other materials, utilities (including power and water) and equipment in\nquantities and prices that allow the Company to develop and commercially\noperate its Stillwater facility and other facilities; the Company’s ability\nto meet individual customer specifications and manufacture a consistently high\nquality product; fluctuations in demand for and prices of the Company’s\nproducts, including without limitation as a result of dumping, predatory\npricing and other tactics by the Company’s competitors or state actors or\nthe overall competitive environment; the Company’s ability to achieve\npositive cash flow or profitability or the ability to access cash flow within\nthe Company’s corporate structure due to restrictions contained in the\nCompany’s financing agreements; the Company’s ability to convert current\ncommercial discussions and/or memorandums of understanding with customers for\nthe sale of its neo magnets and other products into definitive orders;\ngeopolitical developments or disruptions, such as changes in the political\nenvironment, export/import or environmental policy of the People’s Republic\nof China, the United States or other countries in which the Company operates\nor sells products or otherwise; war, terrorism, natural disasters or public\nhealth emergencies; the Company’s ability to retain or recruit key\npersonnel; environmental, health and safety regulations; and the Company’s\nability to comply with requirements for federal, state and local government\nincentives and financing.\n\nAdditional risks and detailed information regarding the factors that may cause\nactual results to differ materially has been and will be included in the\nCompany’s filings with the SEC, including the Company’s most recently\nfiled Annual Report on Form 10-K and any subsequent Quarterly Reports on Form\n10-Q and subsequent filings. Any forward-looking statements speak only as of\nthe date of this press release (or such other date as is specified in such\nstatement), and the Company undertakes no obligation to update any\nforward-looking statements as a result of new information or future\ndevelopments except as required by law.\n\nContacts\n\nInvestor Relations\n\nJ.B. Lowe, VP, Investor Relations, USA Rare Earth — IR@usare.com\n\nMedia Relations\n\nDan Moore / Scott Bisang, Collected Strategies —\nUSAR-CS@collectedstrategies.com\n\n(https://www.globenewswire.com/NewsRoom/AttachmentNg/d5c28bab-f555-48eb-9406-114bc09642a7)\n\n\n\nGlobeNewswire, Inc. 2026","article_body_html":"","raw_payload":{"data":{"id":"nGNX9rkNs0","title":"USA Rare Earth Finalizes Definitive Agreements with U.S. Department of Commerce, Unlocking Access to Up to $1.6 Billion to Advance the Leading Rare Earth Value Chain","author":"Globe Newswire","ticker":"USAR","created":"2026-06-03T12:15:00.181Z","tickers":["USAR"],"exchange":"NASDAQ","article_body":"Definitive Agreements Trigger Access to Up to $277 Million in Federal Funding\nand Up to $1.3 Billion in CHIPS Senior Secured Loan Capacity to advance the\nonly vertically integrated rare earth company in the U.S. across domestic\nheavy rare earth mining, processing and separation, metal, and magnet\nproduction \n\nCombined with the $1.5 Billion PIPE Closed in January 2026 and Previous\nCapital Raises, Brings Total Committed Capital Supporting USA Rare Earth’s\nGrowth Plan to Approximately $3.5 Billion\n\nAdvances USA Rare Earth as a Global Leader in Rare Earths that is Developing\none of the Largest Integrated Mine-to-Magnet Value Chains with Significant\nRunway for Future Value Creation\n\nSTILLWATER, Okla., June 03, 2026 (GLOBE NEWSWIRE) -- USA Rare Earth, Inc.\n(Nasdaq: USAR) (“USAR”, “USA Rare Earth”, or the “Company”), today\nannounced the execution of definitive agreements with the U.S. Department of\nCommerce, unlocking access to up to $1.6 billion in funding under the\nDepartment of Commerce’s CHIPS Program.(1) The definitive agreements\ncomprise up to $277 million in federal funding and up to $1.3 billion in\nsenior secured loan capacity under the CHIPS Act, with disbursements tied to\nthe achievement of project milestones.\n\nPrior to the definitive documents, USA Rare Earth closed $1.5 billion in\nprivate capital raise, signed certain strategic customer agreements, and\nadvanced Round Top.\n\nThe definitive agreements establish the framework under which USAR will\ncontinue to build out its integrated heavy rare earth mining, metal, and\nmagnet global value chain. Together with the $1.5 billion private capital\nraise completed in January 2026 and previous capital raises, the agreements\nbring total committed capital supporting USAR’s growth plan to approximately\n$3.5 billion.(2)\n\n“This partnership with the U.S. Government is the largest of its kind in our\nindustry and provides the necessary capital to build the only global platform\nacross light and heavy rare earth mining and processing, metal and alloy\nmaking, as well as magnet manufacturing - for the benefit of the United States\nand its allies,” said Michael Blitzer, Chairman of the Board of USA Rare\nEarth. “This landmark collaboration reflects the scale and urgency of\nsecuring critical supply chains for technologies essential to long-term\neconomic growth. We are grateful for the leadership shown across government\nin moving with speed and conviction. Our focus now is execution and generating\nindustry-leading returns for both our shareholders and the U.S. Government.”\n\n“Today marks the moment we move from intent to execution alongside the\nUnited States Government,” said Barbara Humpton, Chief Executive Officer of\nUSA Rare Earth. “With the definitive agreements, USAR is positioned to\naccelerate the building of a global mine-to-magnet value chain that will\nsupply the materials, metals, and magnets that industrial customers depend\nupon. From defense, aerospace, semiconductors, and data centers to physical\nAI, energy, mobility, and healthcare, our integrated value chain is designed\nto power the technology and innovations of the 21(st) Century. We look forward\nto our partnership with the United States Government.”\n\n\"The CHIPS Program’s $277 million funding and $1.3 billion loan will be\ninstrumental for the construction of a domestic integrated supply chain for\ncritical minerals and NdFeB magnets which are essential for semiconductor chip\nmanufacturing,” said Bill Frauenhofer, Executive Director of Semiconductor\nInvestment and Innovation. “Yttrium, gallium, dysprosium and the other 9\ncritical and strategic minerals that will be mined in Texas, along with the\ndomestic metal and magnet production, provides United States semiconductor\ncompanies a reliable domestic source and removes choke points in their\nmanufacturing supply chain that enable chemical vapor deposition, high-k\nmaterials, compound semiconductors, dopants and other foundational\napplications.”\n\nWhat the Definitive Agreements Enable. The definitive agreements support\nexecution of USAR’s integrated value chain across each layer of the\nproduction system, with a targeted 2030 operating profile that, when\ndelivered, is expected to represent the largest domestic heavy rare earth and\ncritical mineral mining, processing and separation, metal making, and magnet\nproduction platform in the United States and the establishment of the global\nleader in rare earths. Specifically, the agreements support:\n* Development of the Round Top heavy rare earth and critical mineral deposit\nin Hudspeth County, Texas, targeted to begin commercial production in 2028;\n* Processing and separation of the output from the Round Top Project,\nincluding heavy rare earth element and critical mineral oxides and\nconcentrates — including dysprosium, terbium, yttrium, gadolinium, hafnium,\nerbium, thulium, lutetium, ytterbium, holmium, gallium, and zirconium —\nsecuring domestic access to 12 critical minerals and rare earth elements;\n* Reshoring of 10,000 tons per annum (tpa) of heavy rare earth element metal-\nand alloy-making and strip-casting capacity through USAR’s subsidiary Less\nCommon Metals (LCM), which are capabilities that do not currently exist in the\nUnited States; and\n* Scaling of neodymium-iron-boron (NdFeB) magnet manufacturing capacity in\nStillwater, Oklahoma and Blacksburg, South Carolina to 10,000 tpa.\nA Partnership at the Scale of the National Challenge. Rare earth elements and\npermanent magnets are foundational inputs to the technologies that underpin\nAmerican economic and national security. Today, the United States is\nstructurally dependent on foreign supplies (and in many categories a\nsingle-source) for materials that are essential to modern technology and\nglobal security.\n\nThe definitive agreements between USAR and the Department of Commerce are\nstructured to close that gap. The U.S. Government’s funding is tied to\nproject milestones aligned with USAR’s build schedule and creates a\nstructure that directly aligns with taxpayer returns and the objectives of\ninstitutional investors.\n\nTransaction Overview.\n* The definitive agreements with the Department of Commerce’s CHIPS Program\nprovide access to up to $1.6 billion, comprising up to $277 million in federal\nfunding and up to $1.3 billion in senior secured loan capacity under the CHIPS\nAct.\n* USAR will issue to the Department of Commerce 16.1 million shares of common\nstock and approximately 17.6 million warrants.\n* Funding will be disbursed in phases, tied to the Company’s achievement of\nproject milestones, and is structured to reimburse capital expenditures\nincurred in executing USAR’s business plan.\n* Combined with the $1.5 billion common stock PIPE that closed in January 2026\nand previous capital raises, total committed capital to support USAR’s\ngrowth plan stands at approximately $3.5 billion.(2)\n(1 Funding amounts represent maximum available access under the definitive\nagreements. Actual disbursements are subject to the Company’s achievement of\nproject milestones and other conditions set forth in the definitive\nagreements.)(2 Approximate total committed capital comprises approximately\n$1.5 billion in private capital raised through the PIPE transaction that\nclosed on January 28, 2026, previous capital raises, and up to $1.6 billion in\nU.S. Department of Commerce federal funding and CHIPS Act senior secured loan\ncapacity under the definitive agreements.)\n\nTransaction Advisors\n\nLatham & Watkins LLP acted as legal counsel and Moelis & Company LLC acted as\nexclusive financial advisor to USA Rare Earth in structuring and executing its\nagreements with the U.S. Government.\n\nAbout USA Rare Earth\n\nUSA Rare Earth, Inc. (Nasdaq: USAR) is building a fully integrated rare earth\nand permanent magnet value chain across the United States, the United Kingdom,\nFrance and Brazil. Through its ownership of Less Common Metals (LCM), one of\nthe world’s leading producers of rare earth metals and alloys, its magnet\nmanufacturing capacity in Stillwater, Oklahoma, the Pela Ema mine in Brazil\n(subject to closing the Serra Verde Group transaction) and the Round Top\ndeposit in Texas, USA Rare Earth operates across the entire value chain from\nmining to metal-making, alloy production and neodymium magnet manufacturing.\nUSA Rare Earth is establishing a secure, Western-aligned supply of materials\nessential to the aerospace and defense, semiconductor, energy, data center,\nphysical AI, mobility, healthcare and industrial sectors. For more\ninformation, visit www.usare.com.\n\nForward-Looking Statements\n\nThis press release contains “forward-looking statements” within the\nmeaning of Section 27A of the Securities Act of 1933, Section 21E of the\nSecurities Exchange Act of 1934, and the Private Securities Litigation Reform\nAct of 1995. These statements include those relating to the definitive\nagreement with the U.S. Department of Commerce and its expected benefits,\nincluding the anticipated milestones, conditions precedent, timing of\ndisbursements, and expected funding amounts; the issuance of common stock and\nwarrants to the U.S. Department of Commerce and the potential dilutive impact\nof such issuances on existing stockholders; the Company’s investment plans,\nincluding the development of the Round Top deposit, the development and\nexpansion of processing and separation facilities, the development and\nexpansion of metal-making and strip-casting facilities, and the development\nand expansion of the magnet manufacturing facility in Stillwater, Oklahoma;\nthe Company’s strategic supply and customer agreements; the Company’s\nplans for and prospects of its announced acquisitions, investments, and other\nbusiness development activities, including the announced Serra Verde Group\ntransaction; and projected operating results and performance.\n\nSuch statements can be identified by the fact that they do not relate strictly\nto historical or current facts. Words such as “anticipate,” “believe,”\n“can,” “continue,” “could,” “estimate,” “expect,”\n“forecast,” “intend,” “may,” “might,” “plan,”\n“possible,” “potential,” “predict,” “project,” “seek,”\n“should,” “strive,” “target,” “will,” “would,” and similar\nexpressions may identify forward-looking statements, but the absence of these\nwords does not mean that a statement is not forward-looking.\n\nForward-looking statements are subject to risks and uncertainties and\npotentially inaccurate assumptions that could cause actual results to differ\nmaterially from the Company’s expectations, including without limitation:\nthe ability of USA Rare Earth to satisfy the conditions precedent and other\nmilestone-based requirements of the definitive agreement on the anticipated\nterms or at all; the potential dilution to existing stockholders and adverse\neffect on the Company’s stock price resulting from the issuance of common\nstock and warrants to the U.S. Department of Commerce or other issuances of\ncommon stock or equity-linked securities; the Company’s ability to\ncommercially extract minerals from the Round Top deposit on the anticipated\ntimeline or at all; the Company’s ability to develop its processing,\nseparation, metal-making, strip-casting, and magnet manufacturing facilities\non the anticipated timeline or at all; the Company’s ability to raise\nadditional capital on acceptable terms or at all; the volatility of the\nCompany’s stock price; risks that the proposed transactions with the Serra\nVerde Group, Carester SAS and Texas Mineral Resources Corp. may not be\nconsummated on their anticipated timelines or at all; the Company may not\nrealize the anticipated benefits of its proposed and prior acquisitions,\nincluding expected synergies, financial performance, estimated EBITDA and, in\nthe case of the Serra Verde Group, integration of operations, on the\nanticipated timeline or at all; the ability of the Company’s Stillwater\nmagnet manufacturing facility to commence commercial operations on the timing\nand with the production capacity anticipated or at all; the Company’s\nlimited operating history; risks that the Company may experience delays,\nunforeseen expenses, increased capital costs, and other complications in\noperating its business; the availability of rare earth oxide, metal feedstock\nand other materials, utilities (including power and water) and equipment in\nquantities and prices that allow the Company to develop and commercially\noperate its Stillwater facility and other facilities; the Company’s ability\nto meet individual customer specifications and manufacture a consistently high\nquality product; fluctuations in demand for and prices of the Company’s\nproducts, including without limitation as a result of dumping, predatory\npricing and other tactics by the Company’s competitors or state actors or\nthe overall competitive environment; the Company’s ability to achieve\npositive cash flow or profitability or the ability to access cash flow within\nthe Company’s corporate structure due to restrictions contained in the\nCompany’s financing agreements; the Company’s ability to convert current\ncommercial discussions and/or memorandums of understanding with customers for\nthe sale of its neo magnets and other products into definitive orders;\ngeopolitical developments or disruptions, such as changes in the political\nenvironment, export/import or environmental policy of the People’s Republic\nof China, the United States or other countries in which the Company operates\nor sells products or otherwise; war, terrorism, natural disasters or public\nhealth emergencies; the Company’s ability to retain or recruit key\npersonnel; environmental, health and safety regulations; and the Company’s\nability to comply with requirements for federal, state and local government\nincentives and financing.\n\nAdditional risks and detailed information regarding the factors that may cause\nactual results to differ materially has been and will be included in the\nCompany’s filings with the SEC, including the Company’s most recently\nfiled Annual Report on Form 10-K and any subsequent Quarterly Reports on Form\n10-Q and subsequent filings. Any forward-looking statements speak only as of\nthe date of this press release (or such other date as is specified in such\nstatement), and the Company undertakes no obligation to update any\nforward-looking statements as a result of new information or future\ndevelopments except as required by law.\n\nContacts\n\nInvestor Relations\n\nJ.B. Lowe, VP, Investor Relations, USA Rare Earth — IR@usare.com\n\nMedia Relations\n\nDan Moore / Scott Bisang, Collected Strategies —\nUSAR-CS@collectedstrategies.com\n\n(https://www.globenewswire.com/NewsRoom/AttachmentNg/d5c28bab-f555-48eb-9406-114bc09642a7)\n\n\n\nGlobeNewswire, Inc. 2026"},"type":"article","timestamp":"2026-06-03T12:15:00.240048197Z","server_sent_at_ms":1780488900240},"received_at":"2026-06-03T12:15:00.437Z","source_url":"https://www.globenewswire.com/news-release/2026/06/03/3306022/0/en/USA-Rare-Earth-Finalizes-Definitive-Agreements-with-U-S-Department-of-Commerce-Unlocking-Access-to-Up-to-1-6-Billion-to-Advance-the-Leading-Rare-Earth-Value-Chain.html"},"analysis":{"id":"43084","press_release_id":"53652","analysis_json":{"industry":{"label":"Metals & Mining","sector":"Materials"},"redFlags":["Significant dilution: issuance of 16.1M shares and 17.6M warrants to the U.S. Government","Funding is milestone-based: actual disbursements depend on achieving project milestones, creating execution risk","Forward-looking risks: potential delays in Round Top development or magnet facility construction could impact funding access"],"eventType":"partnership","narrative":"USA Rare Earth has executed definitive agreements with the U.S. Department of Commerce, unlocking access to up to $1.6 billion in combined federal funding and senior secured loan capacity under the CHIPS Act.\n\nThe deal structure includes $277 million in direct federal funding and $1.3 billion in loan capacity, with disbursements tied to project milestones. In exchange, USAR issued 16.1 million shares and 17.6 million warrants to the Department of Commerce.\n\nThis capital, combined with a $1.5 billion PIPE closed in January 2026, brings total committed capital to approximately $3.5 billion. The funds will support the development of the Round Top heavy rare earth deposit in Texas, targeted for commercial production in 2028, and the scaling of magnet manufacturing capacity to 10,000 tons per annum.","sentiment":"bullish","agentHooks":{"shouldPost":true,"suggestedAngle":"USAR secures massive $1.6B federal backing via CHIPS Act, de-risking its build-out with milestone-based funding and significant equity issuance to the government."},"keyFigures":{"dealValueUsd":1600000000,"sharesOffered":16100000,"customDimensions":{"pipe_amount":1500000000,"federal_funding":277000000,"warrants_issued":17600000,"magnet_capacity_tpa":10000,"total_committed_capital":3500000000,"metal_alloy_capacity_tpa":10000,"senior_secured_loan_capacity":1300000000}},"quotedText":"This partnership with the U.S. Government is the largest of its kind in our industry and provides the necessary capital to build the only global platform across light and heavy rare earth mining and processing, metal and alloy making, as well as magnet manufacturing","namedEntities":{"people":[{"name":"Michael Blitzer","role":"Chairman of the Board"},{"name":"Barbara Humpton","role":"Chief Executive Officer"},{"name":"Bill Frauenhofer","role":"Executive Director of Semiconductor Investment and Innovation"},{"name":"J.B. 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This is a transformative, binary-like event for a pre-revenue/development-stage company, securing the capital required to build its core assets. The issuance of ~16.1M shares and ~17.6M warrants to the government represents significant dilution, but the strategic value and de-risking of the build-out outweigh the dilution risk."},"tickerRelevance":{"others":[],"primary":"USAR"},"globalImportance":65,"audienceRelevance":70,"eventTypeSecondary":["debt_offering","dilution"],"importanceComponents":{"tickerTier":"mid-cap","eventGravity":"transformative capital raise/partnership","sectorWeight":"high (critical minerals/national security)","householdBrandBoost":"low","retailFavoriteBoost":"medium (critical minerals narrative)"}},"event_type":"partnership","event_type_secondary":["debt_offering","dilution"],"sentiment":"bullish","material_impact_score":5,"narrative":"USA Rare Earth has executed definitive agreements with the U.S. Department of Commerce, unlocking access to up to $1.6 billion in combined federal funding and senior secured loan capacity under the CHIPS Act.\n\nThe deal structure includes $277 million in direct federal funding and $1.3 billion in loan capacity, with disbursements tied to project milestones. In exchange, USAR issued 16.1 million shares and 17.6 million warrants to the Department of Commerce.\n\nThis capital, combined with a $1.5 billion PIPE closed in January 2026, brings total committed capital to approximately $3.5 billion. 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