USA Rare Earth (USAR) Proxy Filing summary

Executive summary

• Extraordinary General Meeting postponed from November 11, 2024, to November 18, 2024, at 11:00 a.m. EST, both in-person and virtually.

• All previously submitted proxies remain valid for the rescheduled meeting date.

• The deadline for public shareholders to exercise redemption rights extended to November 15, 2024, at 5:00 p.m. EST.

• No changes to the meeting's record date, proposals, or board recommendations; all prior information in the proxy statement remains applicable.

Voting matters and shareholder proposals

• Proposals to be acted on at the meeting remain unchanged from the original proxy statement.

• Shareholders may change or revoke their prior votes by following instructions in the proxy statement.

Shareholder rights and capital structure

• Public shareholders may redeem all or part of their shares regardless of voting behavior or record date status.

• Holders of Units must separate Public Shares and Public Warrants before exercising redemption rights.

• Redemption requests must be submitted in writing and shares delivered to the transfer agent by the new deadline.

• Redemption demands can be withdrawn until the deadline or, with company consent, until the extension is implemented.

• Nominal costs may be incurred for tendering shares or delivering them electronically.