Press Release: USA Rare Earth Reports Second Quarter 2026 Financial Results

Dow Jones
Aug 11

STILLWATER, Okla., Aug. 10, 2026 (GLOBE NEWSWIRE) -- USA Rare Earth, Inc. (Nasdaq: USAR) (the Company), (USAR), a rare earth, critical minerals and advanced materials company, today announced its financial and operational results for the second quarter and six months ended June 30, 2026.

Executive Commentary

"The second quarter of 2026 marked a period of decisive progress for USA Rare Earth, defined by the milestones that bring our integrated global rare earth value chain to life," said Barbara Humpton, CEO of USA Rare Earth. "We announced our intent to acquire Serra Verde, the only scaled producer of all four magnetic rare earths outside Asia; signed definitive documentation for our funding package with the U.S. Department of Commerce; announced our intent to invest in Carester; and selected Blacksburg, South Carolina, as the site of our second U.S. metal-making and magnet manufacturing facility. We also commissioned our hydrometallurgical facility in Wheat Ridge, Colorado, a critical step that demonstrates our processing capability that lies at the heart of a secure, non-China supply chain."

Ms. Humpton continued, "With these building blocks in place, USA Rare Earth is entering a new chapter. We are moving from assembling a world-class set of operations to delivering for our customers and driving value for our shareholders. The urgency in the market has never been greater, and we are among the very few companies anywhere positioned to meet it. I am confident we have the right assets, the right operations, and the right team to establish ourselves as the global leader in rare earths, the partner of choice for advanced manufacturers, and to secure the critical materials essential for Western industrial leadership."

Second Quarter Highlights

Financial Highlights

   -- The Company's cash balance as of June 30, 2026 was approximately 
      $1.53 billion 
 
   -- Revenues for Q2'2026 of $5.8 million 

Business Highlights

   -- Finalized Definitive Agreements with the U.S. Department of Commerce: In 
      June 2026, the Company announced the execution of definitive agreements 
      with the U.S. Department of Commerce, unlocking access to up to $1.6 
      billion in funding under the Department of Commerce's CHIPS Act program. 
      The definitive agreements comprise up to $277 million in federal funding 
      and up to $1.3 billion in senior secured loan capacity under the CHIPS 
      Act, with disbursements tied to the achievement of project milestones. 
      These agreements significantly de-risk the Company's path to full scale 
      production, and the Company views them as a validation of its asset base, 
      its business model, and its growth plans. 
 
   -- Announced definitive agreement to acquire Serra Verde Group for $2.8 
      billion, creating the global rare earth leader: In April 2026, the 
      Company announced a definitive agreement to acquire 100% of Serra Verde 
      Group, owner of the Pela Ema rare earth mine and processing plant in 
      Goiás, Brazil. The acquisition would secure the only large-scale 
      producer of vital HREEs outside Asia, de-risk upstream supply with a 
      15-year 100% offtake agreement including price floors, and accelerate the 
      Company's EBITDA and cash-flow generation. 
 
   -- Announced investment in Carester and strategic partnership in France: In 
      April 2026, the Company along with InfraVia, the leading independent 
      European private investment platform specialized in real assets and 
      technology investments, announced it had entered into an investment term 
      sheet to take a stake in Carester, a leading French specialist in rare 
      earth processing and separation technologies, subject to the execution of 
      a definitive documentation and closing conditions. The Company believes 
      the platform will unite the technological expertise, process innovation, 
      and production capacity of USA Rare Earth, Less Common Metals $(LCM)$, and 
      Carester to accelerate development and strengthen capabilities across the 
      rare earth value chain. 
 
   -- Selected South Carolina for new rare earth metal and magnet manufacturing 
      operation: In June 2026, the Company announced the selection of 
      Blacksburg, South Carolina, as the site of a new magnet manufacturing and 
      refined metals operation. The facility is targeting production capacity 
      of 6,400 metric tons per annum (tpa) of NdFeB rare earth magnets and 
      5,000 tpa of strip-cast, metal and alloy. Combined with the planned 
      expansion at the Company's Stillwater facility, the Company expects total 
      domestic production capacity to reach 10,000 tpa of NdFeB rare earth 
      magnets and 10,000 tpa of heavy rare earth strip-cast, metal and alloy, 
      aligned with the Company's business plan and government financing. The 
      project is expected to create about 490 high-skill, high-wage jobs, with 
      commissioning targeted to begin in 2028. 
 
   -- Commissioned hydrometallurgical demonstration facility, targeting heavy 
      rare earth oxide production in Q3 2026: In June 2026, the Company 
      announced the commissioning of its hydrometallurgical demonstration 
      facility in Wheat Ridge, Colorado. The facility has commenced an initial 
      campaign to de-risk three processing flowsheets in parallel: ore from 
      Round Top, third-party mixed rare earth carbonate (MREC) feedstock -- 
      including material from Serra Verde's Pela Ema mine -- and rare earth 
      magnet swarf recycling. Insights from the campaigns are expected to 
      underpin the Round Top Definitive Feasibility Study, on track for Q4 2026 
      completion and Q1 2027 publication, and to guide commercial engineering 
      of the planned on-site Round Top processing facility and the Company's 
      anticipated third-party MREC processing and magnet swarf recycling 
      facility. 
 
   -- Completed first commercial Yttrium metal production: In April 2026, the 
      Company announced the first commercial pour of 2N--2N5 (99%--99.5% 
      purity) yttrium metal through its wholly-owned subsidiary, LCM, at its 
      facility in Cheshire, United Kingdom. This milestone places the Company 
      among a limited number of producers of commercial-grade yttrium metal 
      operating outside of China. Yttrium is a key material in thermal barrier 
      coatings used on turbine blades and other high-temperature aerospace 
      components, where it enhances oxidation resistance and improves adhesion, 
      helping extend component life under intense thermal and mechanical 
      stress. Yttrium is also used in electronics, energy systems, lasers, 
      superconductors, and advanced ceramics, where its chemical stability and 
      high-temperature performance are essential. 
 
   -- Expanded the corporate leadership team with additional expertise: In 
      April 2026, the Company announced the appointment of Chaitan Kansal as 
      Chief Commercial Officer. Mr. Kansal brings more than 25 years of 
      experience across the critical minerals, specialty chemicals, and 
      advanced materials sectors. Mr. Kansal's deep experience across lithium, 
      battery materials, and specialty chemicals - combined with a track record 
      of executing go-to-market strategies at global scale - makes him the 
      ideal leader to drive customer engagement, secure long-term offtake 
      partnerships, and position the Company as the partner of choice for rare 
      earth products across the Western world. 
 
   -- Awarded $14.2 million grant from the Texas Semiconductor Innovation Fund 
      to accelerate round top heavy rare earth project: In May 2026, the 
      Company announced it was selected to receive a grant for up to $14.2 
      million from the Texas Semiconductor Innovation Fund to accelerate the 
      development of its Round Top Mountain heavy rare earth project in 
      Hudspeth County, Texas. The award would support a project expected to 
      generate approximately 260 new jobs and to represent more than $1.4 
      billion in capital investment in West Texas. 
 
   -- Selected for U.S. Department of Energy Funding Under Critical Minerals 
      Innovation Program: In May 2026, the Company announced that the U.S. 
      Department of Energy (DOE) has selected it to receive up to $19.3 million 
      in funding, subject to final negotiation, under DOE's Critical Minerals 
      Innovation, Efficiency and Alternatives program. The award will support 
      the development of a pilot-scale rare earth element ("REE") separations 
      project advancing domestic processing capacity for materials essential to 
      U.S. energy, defense and advanced manufacturing supply chains. 
 
   -- Expanded commitment to France with plans for additional investment in the 
      French rare earth ecosystem: In June 2026, the Company announced a 
      planned expansion of its metal, alloy, and magnet production in France, 
      building upon its planned LCM Lacq facility and Carester investment. 
      Aligned with the U.S. Department of Commerce funding plan, the initiative 
      projects over EUR175 million in investment and 300+ new jobs by 2030, 
      supported by French government incentives such as C3IV, potential debt 
      guarantees, and possible direct equity investment into the USAR European 
      subsidiary. 

Recent Developments

Subsequent to quarter-end, the Company announced the following achievements and milestones:

   -- Successfully produced first light and heavy rare earth oxide samples for 
      qualification: In July 2026, the Company announced that its 
      hydrometallurgical facility in Wheat Ridge, Colorado, had successfully 
      produced commercial-grade dysprosium (Dy) oxide and 
      neodymium-praseodymium (NdPr) oxide samples from recycled rare earth 
      magnet scrap, known in the industry as "swarf." This positions USA Rare 
      Earth as one of the few Western producers capable of executing this 
      technically demanding process outside Asia. In addition, this capability 
      broadens the Company's feedstock options and strengthens the circularity 
      of its value chain, with swarf projected to support up to 30% of future 
      magnetic rare earth oxide feedstock needs. 
 
   -- Announced retirement of CEO Barbara Humpton, to be succeeded by Thras 
      Moraitis, current CEO of Serra Verde: In July 2026, the Company announced 
      that Barbara Humpton will retire as Chief Executive Officer and Board 
      Director on October 1, 2026. The Company's Board of Directors named Thras 
      Moraitis, current CEO of the Serra Verde Group ("Serra Verde") and a 
      highly experienced operator in the rare earths industry, as Ms. Humpton's 
      successor. Mr. Moraitis will assume the CEO role on October 1, 2026, 
      following the anticipated completion of the Company's combination with 
      Serra Verde by the end of August. During the interim period, Mr. Moraitis 
      will continue to oversee the combined company's operations as President. 
 
   -- Finalized definitive agreements to acquire minority stake in Carester: In 
      July 2026, the Company announced that it had entered into definitive 
      agreements to acquire a strategic minority stake representing 
      approximately 13.6 percent in Carester SAS, a French leader in rare earth 
      processing and separation. InfraVia, acting through its Critical Metals 
      Fund, seeded by the French State as an anchor investor alongside private 
      institutional capital, is acquiring a similar stake in Carester alongside 
      the Company. In addition to targeting healthy returns, the Company and 
      its subsidiary Less Common Metals -- Europe will have the ability to 
      purchase a portion of Carester's oxide output from its Caremag facility. 
      The Company will have access to Carester's engineering capabilities and 
      related intellectual property for separation, processing, and recycling. 
      In turn, Carester will have access to the Company's feedstock sources, 
      including Serra Verde and the Round Top deposit in Texas. 
 
   -- Closed Acquisition of Texas Mineral Resources Corp. (TMRC): In August 
      2026, the company closed the acquisition of TMRC, to which the Company 
      acquired 100% of the outstanding shares of TMRC. Subsequent to closing, 
      the Company will be the sole operator and 100% economic beneficiary of 
      the Round Top project. This strategic transaction is expected to 
      streamline the Company's operations, governance and decision-making as it 
      builds the global leader in rare earths and critical minerals. 

2026 Outlook

As it builds a global leader in rare earths, in 2026 the Company expects to:

   -- Complete the Round Top Definitive Feasibility Study $(DFS)$ in Q4 2026: 
      This DFS is expected to be completed in Q4 2026 and published in Q1 2027, 
      and is expected to provide the balance of commercial engineering and 
      design and definitive project economics. 
 
   -- Reach 600 MTPA of run-rate magnet manufacturing capacity at the 
      Stillwater Facility in Q4 2026: This manufacturing capacity build out is 
      expected to support the Company's growing pipeline of magnet customers 
      across the aerospace, defense, semiconductor, industrial motor, heavy 
      equipment, mobility, healthcare, and energy sectors. 
 
   -- Evaluate metal making and alloy capacity at LCM to optimize for customer 
      demand across rare earth and critical mineral metals and alloys, and 
      geographic footprint distribution: This capacity build out is expected to 
      support the Company's internal metal and alloy needs for magnet 
      manufacturing, as well as a growing pipeline of third-party rare earth 
      and critical mineral metal and alloy demand. 

Financial Highlights

 
                 Three Months Ended     Six Months Ended June 
                      June 30,                   30, 
                                       ------------------------ 
                  2026        2025        2026        2025 
                 -------    --------                 ------- 
                 (In thousands, except for per share amounts) 
Loss from 
 operations     $(46,314)  $  (8,804)  $  (82,989)  $(17,522) 
Net loss 
 attributable 
 to USA Rare 
 Earth, Inc.     (10,333)   (142,506)     (77,322)   (90,674) 
Net loss per 
 share 
 attributable 
 to USA Rare 
 Earth, Inc. - 
 Diluted           (0.05)      (1.54)       (0.37)     (0.99) 
Net cash used 
 in operating 
 activities      (56,868)     (7,909)     (75,324)   (18,238) 
 
Cash and cash 
 equivalents                            1,530,147    359,925 
 
 

Non-GAAP Financial Highlights (1)

 
                 Three Months Ended   Six Months Ended June 
                      June 30,                 30, 
                --------------------  ---------------------- 
                  2026       2025       2026       2025 
                            -------               ------- 
                (In thousands, except for per share amounts) 
Adjusted net 
 loss 
 attributable 
 to USA Rare 
 Earth, Inc.    $(33,484)  $(19,084)  $(57,629)  $(28,031) 
Adjusted net 
 loss per 
 share 
 attributable 
 to USA Rare 
 Earth, Inc. - 
 Diluted           (0.15)     (0.21)     (0.27)     (0.31) 
 

______________

(1) Refer to the sections "About Non-GAAP Financial Measures" and "Reconciliation of Non-GAAP Financial Measures" for definitions of our non-GAAP financial measures and reconciliations of GAAP to non-GAAP amounts, respectively.

Forward-looking Statements

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include those relating to the proposed acquisition of Serra Verde Group, the expected timing and completion of the Serra Verde acquisition, the expected benefits of the Serra Verde acquisition, the expected benefits from our transactions with Carester SAS and Texas Mineral Resources Corp. ("TMRC"), development of our magnet production facility at Stillwater and our refined metals production facility at Blacksburg, the benefits expected from the acquisition of Less Common Metals Ltd., the ability to satisfy the funding conditions of and to realize the anticipated benefits of the anticipated funding from the U.S. Department of Commerce, demand for magnets from our production facility once it is operational, the opportunity, size and growth rates of the rare earth element market and the market for related magnets, our ability to process raw materials for magnet production including through swarf processing and development of the Round Top Project, development of our Wheat Ridge, Colorado hydrometallurgical demonstration facility, development and results of the Round Top Project, the ability to raise financing in the future and to comply with restrictive covenants contained in our long-term indebtedness, the future financial performance of our business, the ability to retain or recruit key personnel, the ability to comply with laws and regulations applicable to our business, expansion plans and opportunities, our anticipated operating and financial performance, our business plans, strategy, goals and prospects, our plans for and prospects of our other acquisitions, investments and other business development activities, including the announced Carester transaction, our ability to successfully capitalize on growth opportunities and prospects, and other statements regarding the Company's expectations for future development, operations, strategies, transactions and financial performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. Words such as "accelerate," "advance," "aim," "anticipate," "believe," "can," "continue," "could," "estimate," "expect, " "growth," "intend," "may," "might," "plan," "potential," "project," "propose," "should," "target," "vision," "will," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements are subject to risks and uncertainties and potentially inaccurate assumptions that could cause actual results to differ materially from our expectations, including without limitation: risks that the proposed transactions with Serra Verde and Carester may not be consummated on their anticipated timeline or at all; risks that we may not realize the anticipated benefits of our proposed, current, and prior acquisitions, including transactions with Serra Verde, Carester and TMRC, including expected synergies, financial performance, estimated EBITDA and, in the case of Serra Verde, integration of operations, on the anticipated timeline or at all; ; political, economic, regulatory, tax, currency and other risks associated with Serra Verde's operations in Brazil and Switzerland following the consummation of the Serra Verde acquisition; the assumption of substantial indebtedness under Serra Verde's Retained Finance Agreement, which contains restrictive covenants and other requirements that could adversely affect the combined company's financial flexibility and operations; the potential failure to satisfy the conditions precedent to the offtake agreement entered into in connection with the Serra Verde acquisition, and the possibility that the offtake agreement

may be terminated for any reason; the risk that the planned CEO transition is contingent on the timely closing of the Serra Verde acquisition and that any delay or failure of this acquisition to close could result in leadership uncertainty and may require the Board to identify an alternative CEO successor; the ability of our Stillwater magnet manufacturing facility to generate revenue and the ability of our planned Blacksburg facility to commence commercial operations on the timing and with the production capacity anticipated or at all; our limited operating history; our ability to commercially extract minerals from the Round Top deposit on our anticipated timeline or at all; risks that we may experience delays, unforeseen expenses, increased capital costs, and other complications while developing our projects; our ability to raise necessary capital on acceptable terms or at all; potential dilution to existing stockholders and adverse effect on our stock price if we issue additional common stock or equity-linked securities; the volatility of our stock price; the availability of rare earth oxide, metal feedstock and other materials, utilities (including power and water) and equipment in quantities and prices that allow us to develop and commercially operate our Stillwater facility and other facilities; our ability to meet individual customer specifications and produce a consistently high quality product; fluctuations in demand for and prices of neo magnets and our other products, including without limitation as a result of dumping, predatory pricing and other tactics by the Company's competitors or state actors or the overall competitive environment; our ability to achieve positive cash flow or profitability or the ability to access cash flow within our corporate structure due to restrictions contained in our financing agreements; our ability to convert current commercial discussions and/or memorandums of understanding with customers for the sale of our neo magnets and other products into definitive orders; our dependence, in part, on the growth of existing and emerging uses for neo magnets; the risk that additional manufacturing, refining and mining competitors could result in a reduction in revenue; geopolitical developments or disruptions, such as changes in the political environment, export/import or environmental policy of the People's Republic of China, the United States or other countries in which we operate or sell products or otherwise; our designation on an export control list by China which has had and is expected to continue to have an adverse impact on our ability to source key raw materials and supplies from China; war, terrorism, natural disasters or public health emergencies; our ability to retain or recruit key personnel; environmental, health and safety regulations; the receipt of funding from the U.S. Department of Commerce is subject to the achievement of milestones which may not be achieved on the expected timeline or at all; and our ability to comply with requirements for federal, state and local government incentives and financing.

Additional risks and detailed information regarding factors that may cause actual results to differ materially has been and will be included in the Company's filings with the SEC, including the Company's most recently filed Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q and subsequent filings. Any forward-looking statements speak only as of the date of this press release (or such other date as is specified in such statements), and the Company undertakes no obligation to update any forward-looking statements as a result of new information or future events or developments.

About Non-GAAP Financial Measures

This press release includes certain non-GAAP financial measures, including adjusted net loss attributable to USA Rare Earth, Inc., and adjusted net loss per share attributable to USA Rare Earth, Inc. (defined as follows):

   -- Adjusted net loss attributable to USA Rare Earth, Inc. is defined as net 
      loss attributable to USA Rare Earth, Inc. adjusted for declared and 
      deemed dividends, and interest accretion, and loss (gain) on fair market 
      value of financial instruments, net. 
 
   -- Adjusted net loss per share attributable to USA Rare Earth, Inc. - 
      Diluted is defined as adjusted net loss attributable to USA Rare Earth, 
      Inc. divided by weighted average diluted shares outstanding. 

Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles in the United States of America, or GAAP. These non-GAAP financial measures do not reflect a comprehensive system of accounting, differ from GAAP measures with the same captions, and may differ from non-GAAP financial measures with the same or similar captions that are used by other companies. As such, these non-GAAP measures should be considered as a supplement to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP.

The Company believes these non-GAAP measures of financial results provide useful supplemental information to management and investors regarding certain financial and business trends related to the Company's financial condition and results of operations, and as a supplemental tool for investors to use in evaluating its ongoing operating results and trends and in comparing its financial measures with other companies that present similar non-GAAP financial measures. The Company uses these non-GAAP financial measures to analyze its operating performance and future prospects, develop internal budgets and financial goals, and to facilitate period-to-period comparisons. The Company believes these non-GAAP financial measures reflect an additional way of viewing aspects of its operations that, when viewed with its GAAP results, provide a more complete understanding of factors and trends affecting its business. Current and prospective investors should review the Company's audited annual and unaudited interim financial statements, which are filed with the U.S. Securities and Exchange Commission, and not rely on any single financial measure to evaluate our business.

Conference Call to Discuss Financial Results

The Company will hold a conference call on Monday, August 10, 2026, at 5:00 PM ET to discuss its second quarter and six months ended June 30, 2026 results. Please see below for dial-in information.

LIVE CONFERENCE CALL:

Monday, August 10, 2026, at 5:00 PM ET

US / Canada Toll-Free: +1 (833) 890-8030

Local / International Toll: +1 (412) 564-6268

CONFERENCE CALL REPLAY:

Available approximately three hours after conclusion of the live call.

Expiration: September 10, 2026

US/Canada Toll-Free: +1 (855) 669-9658

International Toll: +1 (412) 317-0088

Access code: 7520719

Investors may also access the live call and the replay over the internet on the "Events" page of the Company's investor website located at www.usare.com or at https://event.choruscall.com/mediaframe/webcast.html?webcastid=SCYm7iDr.

Disclosure Information

USA Rare Earth uses the investor relations section on its website as means of complying with its disclosure obligations under Regulation FD. Accordingly, investors should monitor USA Rare Earth's investor relations website in addition to following USA Rare Earth's press releases, SEC filings, and public conference calls and webcasts.

About USA Rare Earth

USA Rare Earth, Inc. (Nasdaq: USAR) is building a fully integrated rare earth and permanent magnet value chain across the United States, the United Kingdom, France and Brazil. Through its ownership of Less Common Metals (LCM), one of the world's leading producers of rare earth metals and alloys, its development of magnet manufacturing capacity in Stillwater, Oklahoma, the Pela Ema mine in Brazil (subject to closing the SVG transaction) and the Round Top deposit in Texas, USA Rare Earth operates across the entire value chain from mining to metal-making, alloy production and neodymium magnet manufacturing. USA Rare Earth is establishing a secure, Western-aligned supply of materials essential to the aerospace and defense, semiconductor, energy, data center, physical AI, mobility, healthcare and industrial sectors.

For more information, visit www.usare.com.

Investor Relations Contact

J.B. Lowe, CFA

VP, Head of Investor Relations

ir@USARE.com

Media Relations Contact

Collected Strategies

Dan Moore / Scott Bisang

USAR-CS@collectedstrategies.com

 
                          USA Rare Earth, Inc. 
                  Condensed Consolidated Balance Sheets 
                               (Unaudited) 
 
                                               June 30,    December 31, 
                                                 2026          2025 
                                              ----------  -------------- 
                                                    (In thousands) 
ASSETS 
Current assets 
  Cash and cash equivalents                   $1,530,147   $     359,925 
  Accounts receivable                              6,270           3,764 
  Inventories                                     50,138          18,535 
  Prepaid expenses and other current assets       86,034           3,151 
                                               ---------      ---------- 
    Total current assets                       1,672,589         385,375 
Property, plant and equipment, net               146,751          86,449 
Mineral interests                                 17,339          17,339 
Goodwill                                         134,848         134,848 
Other intangible assets, net                      65,899          68,612 
Equipment deposits                                46,904           1,879 
Operating lease right-of-use assets                2,151             321 
Deferred arrangement costs                       912,091              -- 
Other assets, non-current                            255             176 
                                               ---------      ---------- 
      Total assets                            $2,998,827   $     694,999 
                                               =========      ========== 
 
LIABILITIES, MEZZANINE AND STOCKHOLDERS' 
EQUITY 
Liabilities 
  Current liabilities 
    Accounts payable                          $   17,367   $      11,069 
    Accrued liabilities                           31,679          14,073 
    Contract liabilities, current                  1,328          10,500 
    Note payable                                      --           1,849 
    Finance and operating leases, current            640             420 
                                               ---------      ---------- 
      Total current liabilities                   51,014          37,911 
  Deferred grant income                            8,482           8,200 
  Finance and operating leases, non-current        2,556             777 
  Warrant and earnout liabilities                364,189         128,205 
  Deferred tax liability                          15,665          16,715 
  Contract liabilities, non-current                9,602              -- 
                                               ---------      ---------- 
    Total liabilities                            451,508         191,808 
                                               ---------      ---------- 
 
Mezzanine equity                                  10,347           8,905 
Stockholders' equity                           2,536,972         494,286 
                                               ---------      ---------- 
      Total liabilities, mezzanine equity, 
       and stockholders' equity               $2,998,827   $     694,999 
                                               =========      ========== 
 
 
                      USA Rare Earth, Inc. 
         Condensed Consolidated Statements of Operations 
                           (Unaudited) 
 
                     Three Months Ended    Six Months Ended June 
                          June 30,                  30, 
                    ---------------------  ---------------------- 
                      2026        2025       2026       2025 
                                --------               ------- 
                      (In thousands, except per share amounts) 
Revenue             $  5,821   $      --   $ 11,519   $     -- 
Cost of product 
 revenue               7,404          --     12,996         -- 
                     -------    --------    -------    ------- 
Gross loss            (1,583)         --     (1,477)        -- 
                     -------    --------    -------    ------- 
 
Operating 
expenses: 
  Selling, general 
   and 
   administrative     32,607       6,227     53,782     13,256 
  Research and 
   development        10,768       2,577     25,017      4,266 
  Amortization of 
   intangible 
   assets              1,356          --      2,713         -- 
                     -------    --------    -------    ------- 
    Total 
     operating 
     expenses         44,731       8,804     81,512     17,522 
                     -------    --------    -------    ------- 
Loss from 
 operations          (46,314)     (8,804)   (82,989)   (17,522) 
Other income 
 (expense), net       33,838    (133,909)     1,868    (73,509) 
                     -------    --------    -------    ------- 
Loss before income 
 taxes               (12,476)   (142,713)   (81,121)   (91,031) 
Benefit from 
 income taxes           (513)         --     (1,090)        -- 
                     -------    --------    -------    ------- 
Net loss            $(11,963)  $(142,713)  $(80,031)  $(91,031) 
                     =======    ========    =======    ======= 
 
Net loss 
 attributable to 
 non-controlling 
 interest           $ (1,630)  $    (207)  $ (2,709)  $   (357) 
Net loss 
 attributable to 
 USA Rare Earth, 
 Inc.                (10,333)   (142,506)   (77,322)   (90,674) 
                     =======    ========    =======    ======= 
 
 
                         USA Rare Earth, Inc. 
            Condensed Consolidated Statements of Cash Flows 
                              (Unaudited) 
 
                                          Six Months Ended June 30, 
                                       ------------------------------- 
                                               2026          2025 
                                                           -------- 
                                               (In thousands) 
Cash flows from operating 
activities: 
  Net loss                              $       (80,031)  $ (91,031) 
  Non-cash adjustments                           36,598      78,080 
  Changes in assets and liabilities             (31,891)     (5,287) 
                                           ------------    -------- 
Net cash used in operating activities   $       (75,324)  $ (18,238) 
                                           ------------    -------- 
 
Cash flows from investing 
activities: 
  Capital expenditures and equipment 
   deposits                             $      (108,388)  $  (6,297) 
                                           ------------    -------- 
Net cash used in investing activities   $      (108,388)  $  (6,297) 
                                           ------------    -------- 
 
Cash flows from financing 
activities: 
  Reverse merger costs                  $            --   $  45,717 
  Issuance costs                                (51,003)     (8,281) 
  Proceeds from issuance of common 
   stock under PIPE financing                 1,500,000      75,000 
  Proceeds from exercise of warrants                 68      21,951 
  Finance leases                                   (140)         -- 
  Other                                         (29,594)     (4,822) 
                                           ------------    -------- 
Net cash provided by financing 
 activities                             $     1,419,331   $ 129,565 
                                           ------------    -------- 
 
Effect of exchange rate differences 
 on cash, cash equivalents and 
 restricted cash                        $        (1,175)  $      -- 
                                           ------------    -------- 
 
Net change in cash, cash equivalents 
 and restricted cash                    $     1,234,444   $ 105,030 
Cash, cash equivalents and restricted 
 cash, beginning of period                      359,925      16,761 
                                           ------------    -------- 
Cash, cash equivalents and restricted 
 cash, end of period                    $     1,594,369   $ 121,791 
                                           ============    ======== 
 
 
                     USA Rare Earth, Inc. 
         Reconciliation of Non-GAAP Financial Measures 
                          (Unaudited) 
 
This press release includes certain non-GAAP financial 
 information. The following table reconciles the GAAP 
 financial information to the non-GAAP financial information. 
 
                   Three Months Ended    Six Months Ended June 
                        June 30,                  30, 
                  ---------------------  ---------------------- 
                    2026        2025       2026       2025 
                              --------               ------- 
                  (In thousands, except for per share amounts) 
Net loss 
 attributable to 
 USA Rare Earth, 
 Inc.             $(10,333)  $(142,506)  $(77,322)  $(90,674) 
  Declared and 
   deemed 
   dividends, 
   and interest 
   accretion          (733)    (11,240)    (1,442)   (11,719) 
  Loss (gain) on 
   fair market 
   value of 
   financial 
   instruments, 
   net             (22,418)    134,662     21,135     74,362 
                   -------    --------    -------    ------- 
Adjusted net 
 loss 
 attributable to 
 USA Rare Earth, 
 Inc.(1)          $(33,484)  $ (19,084)  $(57,629)  $(28,031) 
                   =======    ========    =======    ======= 
 
Adjusted net 
 loss per share 
 attributable to 
 USA Rare Earth, 
 Inc. - 
 Diluted(1)       $  (0.15)  $   (0.21)  $  (0.27)  $  (0.31) 
                   =======    ========    =======    ======= 
 

_____________

(1) Refer to the section "About Non-GAAP Financial Measures" for an explanation of our use of non-GAAP financial measures and the definitions of such measures.

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