VB (Rare Earths) Limited reports 7.9% stake, designates board member

VB (Rare Earths) Limited and Vision Blue Resources Limited reported their acquisition of 29,544,227 shares of USA Rare Earth, Inc. common stock, representing 7.9% of the outstanding shares. This percentage was calculated based on 375,076,567 shares of common stock outstanding as of September 3, 2026, as provided by USA Rare Earth, Inc.

The shares were received on September 3, 2026, as consideration in a merger transaction. On that date, USA Rare Earth, Inc. entered into a definitive Agreement and Plan of Merger. As part of the merger consideration, there was also an aggregate cash payment of $300,000,000.

In connection with the merger, VB (Rare Earths) Limited entered into a Board Appointment Agreement with USA Rare Earth, Inc. This agreement grants VB (Rare Earths) Limited the right to designate one member to the Issuer's Board of Directors, provided they and their affiliates beneficially own at least 5% of the outstanding common stock. Following this agreement, Sir Mick Davis was appointed to the board. He is also a director of Vision Blue Resources Limited.

Both VB (Rare Earths) Limited and Vision Blue Resources Limited also entered into a Registration Rights Agreement and a Lock-Up Agreement. The Registration Rights Agreement pertains to the filing of a registration statement for the resale of the common stock, while the Lock-Up Agreement imposes transfer restrictions on the shares acquired in the merger. Neither reporting person has conducted transactions in USA Rare Earth, Inc. shares in the past 60 days.