美國稀土公司（USAR）提交8-K，宣佈CEO退休及Serra Verde合併後領導層接班計劃

EX-99.1
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ea029849001ex99-1.htm
PRESS RELEASE DATED JULY 20, 2026, ENTITLED USA RARE EARTH ANNOUNCES LEADERSHIP TRANSITION

 

Exhibit 99.1

 

USA Rare Earth Announces Leadership Transition

 

Barbara Humpton to retire and Thras
Moraitis to become CEO, both effective October 1, 2026

 

Michael Blitzer elected Executive
Chairman, effective immediately

 

STILLWATER, Okla., July 20, 2026 — USA Rare Earth, Inc.
(Nasdaq: USAR) (“USAR”, “USA Rare Earth”, or the “Company”), announced today that Barbara Humpton
will retire as Chief Executive Officer and Board Director on October 1, 2026. USAR’s Board of Directors has named Thras Moraitis,
current CEO of the Serra Verde Group (“Serra Verde”) and a highly experienced operator in the rare earths industry, as Ms.
Humpton’s successor. Mr. Moraitis will assume the CEO role on October 1, 2026, following the anticipated completion of USAR’s
combination with Serra Verde by the end of August. During the interim period, Mr. Moraitis will continue to oversee the combined company’s
operations as President.

 

Michael Blitzer, current Chairman of USAR’s Board and significant
shareholder in the Company, has been elected Executive Chairman, effective immediately. Since its public listing, he has played a central
role in setting USAR’s strategic direction, anchoring its vision to build a global mine-to-magnet value chain and identifying organic
and inorganic growth opportunities. He also helped lead USAR’s efforts to obtain U.S. government financing, including by personally
agreeing to restrictions on the transfer of his USAR common stock until certain strategic funding release milestones under the government
financing are satisfied.

 

Ms. Humpton has been instrumental in steering USAR’s mine-to-magnet
strategy, overseeing company milestones that have fundamentally transformed the Western critical minerals landscape. Under her leadership,
USAR secured landmark public-private partnerships and established a global footprint spanning critical processing, metals, and magnet
capabilities. She has also helped establish a culture that attracts the best and brightest minds across the sector.

 

Mr. Moraitis has served as Chief Executive Officer of Serra Verde since
January 2023 and has an unparalleled track record of operational execution, strategic development and transaction leadership in the rare
earths sector. Over his tenure, Serra Verde transformed into the only large-scale producer of the four critical magnetic rare earths outside
of Asia and a pioneer of the Brazilian rare earths sector. In April 2026, Serra Verde entered into a definitive agreement to combine with
USAR, creating a platform to support the first fully integrated, Western mine-to-magnet supply chain. Prior to Serra Verde, Mr. Moraitis
served on the Executive Committee of Xstrata, led by CEO Sir Mick Davis, where he and the team grew Xstrata into a US$65B company, ultimately
selling it to Glencore in 2013.

 

“On behalf of the Board of Directors, I want to thank Barbara
for her leadership and contributions to USA Rare Earth – including securing landmark public-private agreements, advancing our global
mine-to-magnet strategy and building an exceptional portfolio of industry leading assets,” said Michael Blitzer, Executive Chairman
of USA Rare Earth’s Board of Directors. “With the Serra Verde combination nearing completion and our overall focus shifting
to execution, Barbara and the Board agree this is the right time for a leadership transition. Thras is among a rare group of leaders in
this industry, with a proven record of carrying companies through integration and large-scale project execution, honed over his many years
helping build Xstrata. He knows what it takes to build an industry champion, and his relentless focus on operational excellence will be
invaluable as we ramp to full production and scale. We are confident Thras is the right leader to guide USAR through this pivotal next
chapter and deliver lasting value for all our stakeholders.”

 

  

  

 

 

“When I joined USAR, I said this work was about being part of
a mission that matters: strengthening national security, advancing American industrial competitiveness and building the critical supply
chains required for the future,” said Ms. Humpton. “With the close of the Serra Verde transaction approaching and focus shifting
to execution, the Board and I agree this is the right time to pass the torch to Thras. I could not be more grateful to the USAR team for
what we have built, and the Board and our partners for their collaboration and commitment to those efforts. I look forward to supporting
Thras and the team, and watching them execute on the transformative work that lies ahead.”

 

Mr. Moraitis concluded, “I am honored and excited to take
on this role and grateful to Barbara for the strong foundation she has built. Over the past year, under Barbara’s leadership, the
company has been transformed into a leading rare earth platform with enormous potential for growth. Through the merger integration preparation,
I have become deeply familiar with USAR’s operations across all steps in the value chain, its mission-critical ambitions and the importance
of what it is building. Mike, the Board and I are all closely aligned in our vision for USAR: to create a platform comprising all components
of the rare earth value chain, with the scale and capabilities to lead this industry globally. The rare earth industry and our customers
are facing the unprecedented challenge of building secure, integrated supply chains to power the vital technologies propelling our society
forward. Together, with our team and partners around the world, we will rise to this challenge.”

 

Additional Details About Thras Moraitis 

 

Prior to joining Serra Verde in 2023, Mr. Moraitis served as Chief
Development Officer and a member of the Executive Board of EuroChem Group AG. Mr. Moraitis was also a co-founder of X2 Resources, a US$5.6B
mining investment fund. He previously served as Group Head of Strategy and Corporate Affairs and as a member of the Executive Committee
of Xstrata Plc, where he was responsible for strategic development, post-acquisition integration, leadership development, external affairs
and investor relations as well as Xstrata’s technology business. He has been involved in approximately 40 transactions over the
course of his career and currently serves as an advisor to Vision Blue Resources. Mr. Moraitis holds an honors BSc in Electrical Engineering,
a postgraduate qualification in Computer Science and an MBA.

 

About Michael Blitzer

 

Michael Blitzer is a Founder and Managing Partner of Inflection Point,
the leading financial sponsor of companies at the intersection of national security, technology, and critical infrastructure. Across eight
announced or closed public listings, he has led Inflection Point’s portfolio of strategically important assets, including more than
US$5B of capital raised to catalyze growth across the portfolio. He has led billions of dollars in strategic M&A to scale portfolio
companies into public leaders in their respective industries. As the financial sponsor and Chairman of USA Rare Earth since its 2025 public
listing, Mr. Blitzer has overseen a nearly tenfold increase in market capitalization through M&A and the landmark US$1.6B public-private
partnership with the United States Government.

 

About USA Rare Earth, Inc.

 

USA Rare Earth, Inc. (Nasdaq: USAR) is building a fully integrated
rare earth and permanent magnet value chain across the United States, the United Kingdom, as well as plans for expansion in France and
Brazil. Through its ownership of Less Common Metals (LCM), one of the world’s leading producers of rare earth metals and alloys,
its magnet manufacturing capacity in Stillwater, Oklahoma, the planned acquisition of the Pela Ema mine in Brazil (subject to closing
the Serra Verde Group transaction) and the Round Top deposit in Texas, USA Rare Earth operates across the entire value chain from mining
to metal-making, alloy production and neodymium magnet manufacturing. USA Rare Earth is establishing a secure, Western supply of materials
essential to the aerospace and defense, semiconductor, energy, data center, physical AI, mobility, healthcare and other key industrial
sectors. For more information, visit www.usare.com.

 

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Forward Looking Statements

 

Cautionary Note Regarding Forward Looking Statements

 

This press release contains “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include statements regarding USAR’s
expectations for future development, operations, strategies, transactions and financial performance. Such statements can be identified
by the fact that they do not relate strictly to historical or current facts. Words such as “anticipate,” “can,”
“continue,” “could,” “growth,” “may,” “might,” “plan,” “potential,”
“project,” “propose,” “should,” “target,” “vision,” “will,” “would”
and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not
forward-looking.

 

Forward-looking statements are subject to risks and uncertainties and
potentially inaccurate assumptions that could cause actual results to differ materially from our expectations, including without limitation:
risks that the proposed transactions with Serra Verde Group, Carester SAS and Texas Mineral Resources Corp. may not be consummated on
their anticipated timelines or at all; we may not realize the anticipated benefits of our proposed and prior acquisitions, including expected
synergies, financial performance, estimated earnings before interest, taxes, depreciation and amortization and, in the case of Serra Verde,
integration of operations, on the anticipated timeline or at all; the ability of our magnet manufacturing facility in Stillwater, Oklahoma
(the “Stillwater facility”) or other future magnet manufacturing facilities to commence commercial operations on the timing
and with the production capacity anticipated or at all; our limited operating history; our ability to commercially extract minerals from
the Round Top deposit in Texas on our anticipated timeline or at all; risks that we may experience delays, unforeseen expenses, increased
capital costs, and other complications in operating our business; our ability to raise necessary capital on acceptable terms or at all;
potential dilution to existing stockholders and adverse effect on our stock price if we issue additional common stock or equity-linked
securities; the volatility of our stock price; our ability to satisfy project milestones and other conditions to disbursement under our
financing arrangement with the DOC on the anticipated timeline or at all; our dependence on continued governmental support for the DOC
financing transactions, which remains subject to changes in laws, regulations, administrations and appropriations; extensive affirmative
and negative covenants, domestic content and national security guardrail provisions and ongoing reporting obligations in the DOC financing
agreements that restrict our operational and financial flexibility; the risk that defaults under the DOC funding agreements could trigger
cross-defaults across our financing arrangements; the impact of the DOC’s equity interest in us on our ability to pursue strategic
transactions and on our relationships with customers, suppliers, partners and other counterparties; the availability of rare earth oxide,
metal feedstock and other materials, utilities (including power and water) and equipment in quantities and prices that allow us to develop
and commercially operate our Stillwater facility and other facilities; our ability to meet individual customer specifications and manufacture
a consistently high quality product; fluctuations in demand for and prices of our products, including without limitation as a result of
dumping, predatory pricing and other tactics by our competitors or state actors or the overall competitive environment; our ability to
achieve positive cash flow or profitability or the ability to access cash flow within our corporate structure due to restrictions contained
in our financing agreements; our ability to convert current commercial discussions and/or memorandums of understanding with customers
for the sale of our neo magnets and other products into definitive orders; geopolitical developments or disruptions, such as changes in
the political environment, export/import or environmental policy of the People’s Republic of China, the United States or other countries
in which we operate or sell products or otherwise; limitations imposed on our business by the Chinese government; war, terrorism, natural
disasters or public health emergencies; our ability to retain or recruit key personnel; environmental, health and safety regulations;
and our ability to comply with requirements for federal, state and local government incentives and financing.

 

Additional risks and detailed information regarding factors that
may cause actual results to differ materially has been and will be included in our filings with the SEC. Any forward-looking statements
speak only as of the date of this report (or such other date as is specified in such statements), and USAR undertakes no obligation to
update any forward-looking statements as a result of new information or future events or developments, except to the extent required by
law.

 

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Additional Information and Where to Find It

 

In connection with our business combination with Serra Verde (the “Serra
Verde Merger”), USAR filed the Preliminary Proxy Statement and, following SEC review, intends to file a definitive proxy statement
(together with any amendments or supplements thereto, the “Proxy Statement”), to be distributed to USAR’s stockholders
in connection with USAR’s solicitation of proxies for the vote by USAR’s stockholders with respect to the issuance of USAR
common stock as merger consideration and other matters described in the Proxy Statement. SVRE’s shareholders approved the merger
by written consent which was delivered concurrently with the signing of the merger agreement and will not receive a proxy statement or
prospectus. USAR also plans to file with or furnish to the SEC other relevant documents regarding the Serra Verde Merger. After SEC review
of the preliminary proxy statement is completed, the definitive Proxy Statement will be mailed to stockholders of USAR. BEFORE MAKING
ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ALL OTHER RELEVANT DOCUMENTS
THAT ARE OR WILL BE FILED WITH OR FURNISHED TO THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED MATTERS.

 

Investors and security holders will be able to obtain free copies of
the Proxy Statement and other documents containing important information about USAR and the Serra Verde Merger, once such documents are
filed with or furnished to the SEC through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with or furnished
to the SEC by USAR will be available free of charge on USAR’s website at investors.usare.com or by contacting USAR’s Investor
Relations department by email at [email protected]. The information included on, or accessible through, USAR’s website is not incorporated
by reference into this communication.

 

Participants in the Solicitation

 

USAR and certain of its directors and executive officers and other
members of its management and employees may be deemed to be participants in the solicitation of proxies in respect of the Serra Verde
Merger.

 

Information about the directors and executive officers of USAR, including
a description of their direct or indirect interests, by security holdings or otherwise, is contained in USAR’s Preliminary Proxy
Statement. Any changes in the holdings of USAR’s securities by USAR’s directors or executive officers from the amounts described
in the Preliminary Proxy Statement will be reflected in Statements of Changes in Beneficial Ownership on Form 4 (“Form 4”)
or Annual Statements of Changes in Beneficial Ownership of Securities on Form 5 (“Form 5”) subsequently filed with the SEC
and available at the SEC’s website at www.sec.gov. Additional information regarding the interests of such participants will be contained
in the Proxy Statement when available.

 

No Offer or Solicitation

 

This communication is for informational purposes only and is not intended
to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of
any vote or approval on the Serra Verde Merger or otherwise, nor shall there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
No offer of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of
1933, as amended, or pursuant to an applicable exemption therefrom.

 

Investor Contact

 

JB Lowe

Vice President, Investor Relations

USA Rare Earth, Inc.

[email protected]

 

Media Contact

 

Collected Strategies

[email protected]

 

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