USA Rare Earth (NASDAQ:USAR) has announced a definitive agreement to wholly acquire Serra Verde Group, owner of the Pela Ema rare earth mine and processing plant in Goiás, Brazil, creating a globally significant rare earths leader.
The agreement outlines terms including US$300 million in cash and 126.849 million new issued shares of USA Rare Earth common stock. At a price of US$19.95 per share as of 17 April, this implies an equity value of about US$2.8 billion ($3.9 billion).
The acquisition transaction is expected to close in Q3 2026, subject to all regulatory approvals and closing conditions.
USA Rare Earth CEO Barbara Humpton says that the acquisition is a “transformational step” for the company as it pushes to become a global champion in the rare earths space.
“Serra Verde’s Pela Ema mine is a one-of-a-kind asset and the only producer outside of Asia capable of supplying all four magnetic rare earths at scale, together with other vital REEs, such as yttrium,” Humpton says.
“Serra Verde’s global importance is evidenced by its 15-year offtake agreement with a special purpose vehicle capitalised by various US Government entities, as well as private capital sources, for 100% of its Phase One Nd, Pr, Dy, and Tb production.”
Serra Verde CEO Thras Moraitis also notes that the company has remained focused on “building a scaled, responsible source of these vital metals that power forward-facing technologies” across its 15-year history.
“Rare earths represent a strategic nexus where national and energy security, and technological supremacy, converge. The Western rare earth sector stands at a critical inflection point, as governments and strategic industries urgently seek reliable sources of critical rare earths — particularly scarce heavy rare earths,” Moraitis says.
Serra Verde’s track record
All four magnetic rare earths, including the heavy rare earths (HREEs) dysprosium, terbium, and yttrium, are contained at Serra Verde’s assets which are fully permitted and began production in 2024.
Serra Verde is expected to produce around 6,400 metric tonnes of total rare earth oxides per year, with an annualised run-rate EBITDA expected at US$550–650 million by the end of 2027.
Serra Verde secured a US$565 million financing package from the US International Development Finance Corporation (DFC) to fund expansion initiatives, as well as a 15-year 100% offtake agreement to supply a special purpose vehicle funded through various US Government entities and private capital.
This transformational deal will help to secure an ex-China production source for HREEs, with Serra Verde expected to represent more than 50% of supply by 2027. In addition to production, the Pela Ema mine and processing plant will contribute to the global rare earth supply chain through processing, separation, metallisation, and magnet making.
US-based solutions to critical mineral supply chains
The US DFC is focused on key US partnerships that will bolster national supply chains for critical minerals. China currently controls close to 60% of rare earth mining operations and 85% of processing capacity, creating serious vulnerabilities in the global supply chains.
As outlined in the US 2025 National Security Strategy, the White House is investing into critical mineral projects and associated infrastructure to strengthen regional supply chains and ensure the stability of supply for these key metals and minerals.
USA Rare Earth has engaged Moelis & Company as the exclusive financial advisor for the transaction with Latham & Watkins acting as legal counsel. Serra Verde has engaged Goldman Sachs & Co as exclusive financial advisor and White & Case as legal counsel as well.
USA Rare Earth is building a fully integrated rare earth and permanent magnet value chain across the US, UK, France, and Brazil.
Write to Amy Rotman at Mining.com.au
Images: USA Rare Earth
