Shares of USA Rare Earth Inc. (NASDAQ:USAR) are trading lower Monday, pulling back alongside a broader unwind across small-cap critical mineral stocks. Here’s what investors need to know.

Government-Backed Capitalization Clears Key Condition For Serra Verde Merger

The weakness comes despite a major operational and financing update announced Monday morning confirming the completion of an upsized $1.55 billion capitalization for the special purpose vehicle that will purchase 100% of Phase 1 rare earth production from the Serra Verde Group.

The milestone satisfies a critical closing condition ahead of the upcoming special stockholder meeting on Friday to vote on the merger.

U.S. Department of War Upsizes Funding Commitment

The updated funding structure includes $750 million in equity backed by the U.S. Department of War, an increase of $250 million over original requirements, under a take-or-pay arrangement with floor prices.

In addition, a Tier-1 institutional bank delivered a commitment letter for an up to $500 million senior secured credit facility, while the U.S. government entered into a forward purchase contract for at least $300 million of rare earth products over five years.

Pela Ema Mine Acquisition Unlocks Vertically Integrated Supply

Upon closing the transaction, USA Rare Earth will acquire the Pela Ema mine in Brazil, creating the only mine outside Asia commercially producing all four key magnetic rare earths.

The acquired supply will tie directly into the company’s downstream magnet manufacturing facility in Stillwater, Oklahoma, which targets 600 metric tons per annum of capacity by fourth-quarter 2026.

USAR Shares Slide Monday

USAR Price Action: USA Rare Earth shares were down 5.14% at $18.27 at the time of publication on Monday, according to Benzinga Pro data.

Image: Shutterstock