USAR amends SVRE merger; offtake condition added; pro forma shows 126.8M shares, $300M cash, $1.5B PIPE

USA Rare Earth, Inc.

Amendment No. 1 adds condition that offtake agreement be in full force and effect at closing; long-stop date extended to Aug 14, 2026.
Offtake agreement: 100% of phase one production from Pela Ema project, floor pricing, 70/30 profit split above floor.
Pro forma: USAR to issue 126.8M shares and pay $300M for SVRE; private placement of 69.8M shares at $21.50 for ~$1.5B.
DFC Retained Finance: up to $565M, $325M drawn; incremental $100M loan closed June 4, 2026, with DFC warrants for 12% equity.
DOC financing: SIA Shares and warrant issued; deferred financing cost $277M, warrant liability $430.9M.

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