USA Rare Earth, Inc. entered into a Direct Funding Agreement and a Loan Guarantee Agreement with the United States Department of Commerce. Under the Direct Funding Agreement, the Department of Commerce agreed to provide direct funding awards with a maximum award amount of $277 million in the aggregate, comprised of $132 million for the construction of a rare earth mining and processing facility in Sierra Blanca, Texas, $50 million for the expansion and modernization of the existing magnet making facility located in Stillwater, Oklahoma, $20 million for the expansion and modernization of the existing strip casting and metal making facility located in Stillwater, Oklahoma, $60 million for the construction of a new magnet making facility, and $15 million for the construction of a new strip casting and metal making facility. Under the Loan Guarantee Agreement, the Department of Commerce agreed to guarantee the repayment by USA Rare Earth, Inc. and its affiliates of advances in an aggregate principal amount of $1.3 billion made by the Federal Financing Bank, an instrumentality of the United States, to USA Rare Earth, Inc. The FFB Advances are comprised of $550 million for the Round Top Mine Project, $250 million for the Stillwater Magnet Project, $100 million for the Stillwater Metal Project, $325 million for the Magnet Project 2, and $75 million for the Metal Project 2. Each FFB Advance matures fifteen years after the first FFB Advance made under the applicable FFB Note.

Under the Loan Guarantee Agreement, USA Rare Earth, Inc. is required to pay to the Department of Commerce a one-time commitment fee equal to 2.0% of the FFB commitment amount, a ticking fee equal to 2.0% per annum on the unutilized FFB commitment, and an annual maintenance fee equal to the lesser of 0.1% of the outstanding guaranteed loan balance and $200,000. The obligations of USA Rare Earth, Inc. under the Loan Guarantee Agreement are guaranteed by each of the subsidiary guarantors party thereto and secured by first-priority liens on substantially all of the assets of USA Rare Earth, Inc. and the subsidiary guarantors. The agreements also require USA Rare Earth, Inc. to raise equity in specified amounts by certain dates and to establish a revolving credit facility in an aggregate principal amount not to exceed $250 million by June 30, 2027.

The funding is to be disbursed in phases, tied to the achievement of project milestones, and is structured to reimburse capital expenditures incurred in executing USA Rare Earth, Inc.'s business plan.