USA Rare Earth has signed a definitive agreement to fully acquire Serra Verde Group, which owns the Pela Ema rare earth mine and processing facility in Goiás, Brazil, for approximately $2.8bn (13.87bn reais).
The transaction includes $300m in cash and the issuance of 126.849 million new USA Rare Earth shares.
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The acquisition is expected to be finalised by the third quarter of 2026, pending usual conditions and regulatory approvals.
Serra Verde’s production includes a significant proportion of the four magnetic rare earths, notably comprising the essential heavy rare earths dysprosium, terbium and yttrium.
The operation, which began production in 2024, is fully authorised and was developed with more than $1.1bn in investment.
Serra Verde has obtained $565m in financing from the US International Development Finance Corporation to support optimisation and expansion towards achieving positive cash flow.
Additionally, it has signed a 15-year offtake agreement to supply a special purpose vehicle, funded by US Government and private sources, with the necessary rare earths for producing NdFeB magnets.
This agreement includes price floor guarantees for neodymium, praseodymium, dysprosium and terbium, aiding in risk management and profit-sharing.
By the end of 2027, Serra Verde aims to reach phase one capacity, producing approximately 6,400 tonnes per annum (tpa) of total rare earth oxides (TREOs).
It is projected to achieve annualised earnings before interest, taxes, depreciation and amortisation of $550m–650m by that time.
Serra Verde Group CEO Thras Moraitis said: “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.
“Over Serra Verde’s 15-year journey, our team has remained steadfastly focused on building a scaled, responsible source of these vital materials that power forward-facing technologies. Joining forces with USA Rare Earth accelerates the realisation of our shared vision: establishing a secure, diversified global rare earth supply chain.”
Moelis & Company is serving as the exclusive financial advisor, while Latham & Watkins is the designated legal counsel for USA Rare Earth.
Goldman Sachs is advising Serra Verde exclusively on financial matters, with legal counsel from White & Case.
Recently, USA Rare Earth announced the inaugural commercial production of yttrium metal with 99–99.5% purity, through its subsidiary Less Common Metals, at its facility in Cheshire, UK.
