USA Rare Earth Accelerates Mine-to-Magnet Strategy with the Transformative Acquisition of Less Common Metals (LCM) (Form 8-K)

USA Rare Earth Accelerates Mine-to-Magnet Strategy with the Transformative
Acquisition of Less Common Metals (LCM)

Establishes USAR as the Leading Scaled Rare Earth Metal and Alloy Manufacturer Outside of China with Leadership in Samarium, Samarium Cobalt and Neodymium Praseodymium Metals and Alloys

Secures Critical Link in USAR's Supply Chain by Providing Rare Earth Metal and Strip Cast Alloy Capability and Ability to Make Metal from Recycled Rare Earth Oxides

Creates Unique Competitive Advantage and Accelerates USAR's Revenue Generation Ability

Significant Revenue Synergies Provided by Access to an Expanded Global Customer Base, Important Supply Chain Relationships and Allied Governments

$125 Million Common Stock Equity Investment from Existing Shareholder Provides Capital to Expedite Growth Plans

USAR to Host Conference Call at 8:30am ET

STILLWATER, OK, September 29, 2025 - USA Rare Earth, Inc. (Nasdaq: USAR) ("USAR" or the "Company") today announced it has entered into a definitive agreement to acquire LCM, the world's most established ex-China rare earth metal and alloy producer. The acquisition represents a significant acceleration of USAR's mine-to-magnet strategy, establishing an end-to-end rare earth supply chain. LCM further secures USAR's access to high-quality rare-earth metal and strip cast alloy for its global customers and the development of its Oklahoma magnet facility.

Under the terms of the agreement, USAR will acquire LCM for $100 million in cash and 6.74 million shares of USAR common stock.

LCM is a United Kingdom-based manufacturer of specialized rare earth metals and both cast and strip cast alloys. LCM holds a unique position as the only proven ex-China producer of both light and heavy rare earth permanent magnet metals and alloys at scale at its 67,000 square foot production facility in Cheshire, UK. It also benefits from an established supply of raw materials outside of China. Metals and alloys produced include Samarium, Samarium Cobalt, Neodymium Praseodymium, Dysprosium, Terbium, Yttrium, Gadolinium, and other critical rare earth metals and metal alloys. LCM is one of the few companies capable of processing metal oxide feedstocks from both mined and recycled sources.

"The acquisition of LCM is a bold and transformative leap forward for our Company and the domestic rare earth industry," said Michael Blitzer, Chairman of USAR. "Midstream metal making is the linchpin of the global supply chain and LCM is the only proven ex-China producer of rare earth metal, alloys, and strip casting at scale. Over three decades, LCM has brought proven expertise and world-class capability and is the sole Western provider of critical defense materials such as Samarium Cobalt metal."

Blitzer continued, "The combination of USAR-LCM will establish rare earth metal making in the United States for the first time in decades, as we move quickly to integrate these capabilities in Stillwater, OK to provide all of the feedstock for the buildout of our 5,000 ton magnet production facility. Our ambition is also to expand LCM's capabilities in both the United Kingdom and Europe, supporting the broader ex-China industry with a wide range of defense and industrial applications."

"This transaction completes our decades-long vision to establish an integrated rare earth supply chain," said Grant Smith, Chairman of LCM. "USAR will be uniquely positioned in the ex-China rare earth magnet supply chain with both a large magnet facility in Oklahoma and mining rights to the Round Top Deposit of heavy rare earths in Texas. This business combination immediately positions the combined company to be a leader in the global rare earth industry, the only one with a true mine-to-magnet offering. We will be able to provide customers an end-to-end solution that is unrivalled outside of China. I'm excited to partner with USAR to further scale quickly and realize our ambitions."

As a result of this transaction, LCM will be able to continue to expand and serve its global customer base with a broad portfolio of rare earth and critical metals and alloys, while also supplying Neodymium Iron Boron (NdFeB) metal and strip cast alloy to USAR's Stillwater, Oklahoma magnet facility when it commences production. LCM's metals and alloys are essential to the manufacturing of advanced magnets and the company supplies customers across defense, automotive, electric vehicle, industrial, and other sectors in the U.S., UK, France, Germany, Japan, and Taiwan.

Compelling Strategic Rationale

The transaction is expected to close in the fourth quarter of calendar year 2025, subject to customary closing conditions, including regulatory approval in the UK.

Equity Investment

USAR has received a $125 million common equity investment from an existing shareholder at $15.00 per share. The net proceeds of the offering, combined with the Company's current cash balance, will provide capital to execute the Company's growth plans.

Analyst Conference Call

USAR will host a conference call today at 8:30am ET to discuss the acquisition. The conference call and related presentation will be accessible through a live webcast on the Company's investor relations website at usare.com/investor-relations. A replay of the webcast will also be available on its website.

Transaction Advisors

Moelis & Company LLC is acting as financial advisor and Latham & Watkins LLP is acting as legal advisor for USAR. LCM was advised by Ellenoff, Grossman & Schole LLP.

Equity Investment Advisors

White & Case LLP is acting as legal advisor for USAR. Latham & Watkins LLP is acting as legal advisor to the placement agents. The placement agents for the Equity Investment were Cantor Fitzgerald, LP as lead left placement agent and Moelis & Company LLC.

About USA Rare Earth

USA Rare Earth, Inc. (Nasdaq: USAR) is developing a rare earth sintered neo magnet ("NdFeB" or "neo") manufacturing plant in Stillwater, Oklahoma, and intends to establish domestic rare earth and critical minerals supply, extraction, and processing capabilities to both supply its magnet manufacturing plant and market surplus materials to third parties. Rare earth magnets are critical to various business sectors and industries, including the defense, automotive, aviation, industrial, AI Robotics, medical, and consumer electronics industries, among others. USAR is planning to take a broad approach to the industries it serves with the intention of providing high quality neo magnets to a variety of industries and customers. USAR's focus on developing domestic rare earth production aligns with national priorities, offering the potential of a sustainable and secure domestic supply of materials critical to key industries.

About LCM

LCM is a UK-based manufacturer of complex alloy systems and metal products, specializing in rare earth elements. LCM holds a unique position as the only Western producer of both light and heavy rare earth permanent magnet metals and alloys with an established supply of raw materials outside of China. It was founded in 1992 and is globally recognized as a leader in the industry, serving a wide range of industries including aerospace, automotive, military and defense, and healthcare.