USA Rare Earth Inc (NASDAQ: USAR) has agreed to acquire Brazil’s Serra Verde in a US$2.8 billion cash-and-stock transaction. The buyer will pay US$300 million in cash and issue about 126.9 million new shares.
The definitive agreement was announced on Apr. 20, and pending regulatory approvals, the deal is expected to close in the third quarter of 2026.
Serra Verde owns and operates the Pela Ema rare earth project in Minaçu, Goiás state, in central Brazil. There, the company runs an integrated mining and processing facility. The site’s deposit features shallow, soft ore that miners extract without blasting or crushing. This project benefits from proximity to hydropower sources.
Exploration at Pela Ema began around 2010. Teams conducted airborne surveys followed by drilling campaigns that exceeded 57,600 metres. They completed a preliminary economic assessment in 2012, a pre-feasibility study in 2014 and a definitive feasibility study in 2019.
After that, construction advanced from 2020 through 2023 with environmental approvals and power infrastructure. Commercial production started in early 2024.
The operation is ramping up toward an annual output of roughly 6,400 metric tons of rare earth oxides by the end of 2027 over a projected 25-year mine life. The concentrate contains elevated levels of neodymium, praseodymium, dysprosium and terbium — the world’s four primary magnetic rare earth elements. It also contains significant quantities of yttrium.
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Offtake agreement and financial impact
Serra Verde holds a 15-year offtake contract that commits 100 per cent of Phase I production to a U.S. government-backed company funded with private investment.
The agreement sets minimum floor prices for certain elements, such as US$2,050 per kilogram for terbium and US$575 per kilogram for dysprosium, and directs material to Western buyers.
In February, the U.S. Development Finance Corporation provided US$565 million in financing to the project. The offtake deal and this investment reflect the American government’s efforts to secure Western supply of these rare earth elements.
This acquisition will incorporate the operating mine and its offtake revenue into USA Rare Earth’s financials, shifting the company from a development-stage entity that reported only US$1.6 million in revenue and a net loss of US$297.6 million for the full year 2025 to one that includes an active production asset with contracted cash flows.
The combined business will include USA Rare Earth’s existing assets, such as the Round Top project in Texas, a magnet plant in Oklahoma, recently acquired Less Common Metals and a stake in France’s Carester.
USA Rare Earth’s industry position
The transaction gives the company control of an operating mine that produces all four key magnetic rare earth elements at commercial scale outside Asia. This adds meaningful heavy rare earth capacity in a sector where China accounts for roughly 70 per cent of global mining and nearly 90 per cent of processing. By the end of 2027, Pela Ema is expected to contribute a substantial share of non-Chinese heavy rare earth supply.
The deal builds on USA Rare Earth’s earlier steps in processing and magnet production, including through assets in the United States, the United Kingdom and France. The Serra Verde acquisition increases its production footprint, though the company’s competitive position will depend on successful ramp-up at Pela Ema, integration of the new assets, movements in rare earth prices and execution across its expanded portfolio.
USA Rare Earth will soon be able to compete with other major rare earth operators such as MP Materials Corp (NYSE: MP) (FRA: 55H0), Lynas Rare Earths Ltd (OTCMKTS: LYSCF) (FRA: LYI) (ASX: LYC) and Energy Fuels Inc (NYSEAMERICAN: UUUU) (TSE: EFR) (FRA: VO51).
USA Rare Earth just announced a deal to acquire Brazil's Serra Verde mine for $2.8 billion.
The deal closes in Q3 2026. The consequences started today.
Serra Verde is the only producing rare earth mine in all of Brazil.
Brazil sits on 21 million metric tons of rare earth… pic.twitter.com/TzyUZqFfKc
— Drew Crawford (@drewcrawford_) April 20, 2026
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