USAR: Offtake Amendment satisfies merger condition; two lawsuits filed

USA Rare Earth, Inc.

Offtake Amendment: $750M funding provided, $500M debt commitment, $300M forward purchases.
Condition precedent under Clause 2.2(b) of Offtake Agreement satisfied and not waived.
Two lawsuits filed against USAR board: Walsh (No. 654614/2026) and Floyd (No. 654641/2026) in NY Supreme Court.
SVRE identified two material weaknesses in internal controls for 2024 and 2025.
Special meeting on Aug 28, 2026 to vote on merger; proxies remain valid.

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