Latham & Watkins Advises USA Rare Earth on Letter of Intent With the US Government for Access to US$1.6 Billion in Funding

USA Rare Earth, Inc. (Nasdaq: USAR) announced its entry into a non-binding Letter of Intent (LOI) with the US Department of Commerce and a collaboration with the US Department of Energy. The Department of Commerce’s CHIPS Program has provided an LOI covering a total of US$1.6 billion, including US$277 million in proposed federal incentives and US$1.3 billion in a proposed senior secured loan under the CHIPS Act. Under the terms of the LOI, USAR will issue to the Department of Commerce 16.1 million shares of common stock and approximately 17.6 million warrants. The LOI is subject to finalization of agreements and other customary closing conditions, expected in the first quarter of 2026.

Latham & Watkins LLP represents USAR in the transaction with a corporate deal team led by Los Angeles partners Steven Stokdyk and David Zaheer, with associate Mark Goshgarian. Advice was also provided on finance matters by San Diego partner Bryan Monson; and on government matters by Washington, D.C. partners Kyle Jefcoat and Vanessa Le, with associate Chris Caulder.