USA Rare Earth (USAR) Proxy Filing summary

Executive summary

• An extraordinary general meeting is scheduled for November 11, 2024, to vote on extending the deadline to complete a business combination, electing two directors, and potentially adjourning the meeting if needed.

• The extension would move the deadline from November 30, 2024, to August 21, 2025, to allow more time to complete a proposed business combination with USA Rare Earth, LLC or another transaction.

• Shareholders may redeem their shares for cash if the extension is approved, with a redemption price of approximately $10.74 per share as of the record date.

• If the extension is not approved, the company will redeem public shares and dissolve, making warrants potentially worthless.

• The board unanimously recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Special resolution to amend the articles and extend the business combination deadline to August 21, 2025.

• Proposal 2: Ordinary resolution to elect Erica Dorfman and Elliot Richmond as Class I directors for three-year terms.

• Proposal 3: Ordinary resolution to adjourn the meeting if more time is needed to solicit votes or effectuate the extension.

• Each proposal is independent; approval of one is not contingent on approval of the others.

• Shareholders have the right to redeem shares in connection with the extension, regardless of their vote.

Board of directors and corporate governance

• The board consists of six members divided into three classes, with staggered three-year terms.

• Four directors are considered independent under Nasdaq rules.

• The board has audit and compensation committees, both composed entirely of independent directors.

• No standing nominating committee exists, but independent directors recommend nominees.