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USA Rare Earth Merger Agreement with SVRE Holdings

USA Rare Earth, Inc. (Parent) and Middlebury Merger Sub Ltd. have entered into an Agreement and Plan of Merger with SVRE Holdings Ltd. (the Company), a British Virgin Islands business company, and Serra Verde Rare Earths Ltd. as Seller Representative. The merger will be effected under the BVI Business Companies Act with SVRE Holdings merging into Merger Sub, making Merger Sub the surviving company and an indirect wholly owned subsidiary of Parent. Key Employees identified in Annex I have executed Employment Agreements concurrently with the merger agreement.