Rare Earths Americas Announces Public Filing of Registration Statement for Initial Public Offering

MANCHESTER, Ga.--(BUSINESS WIRE)--Rare Earths Americas, Inc. ("REA" or the "Company"), a critical minerals company advancing a portfolio of prospective heavy rare earths focused projects in the United States and in Brazil, today announced that it has filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission ("SEC") relating to a proposed underwritten initial public offering of shares of its common stock.

The timing of the offering, number of shares of common stock to be offered and the price range for the proposed offering have not yet been determined. The initial public offering is subject to market conditions, completion of the SEC’s review and effectiveness of the registration statement, and other customary conditions. There can be no assurances as to whether or when the offering may be commenced or completed. REA intends to list its shares of common stock on the New York Stock Exchange American LLC under the ticker symbol "REA."

Cantor will act as lead bookrunning manager and Stifel will also act as a bookrunner. Canaccord Genuity and B. Riley Securities are acting as co-managers in the transaction.

The Company intends to use the net proceeds from the offering to fund land acquisition and option payments, drilling, metallurgical test work, permitting and SK-1300 technical report summary preparation at the Shiloh Project; to fund exploration, evaluation, land consolidation, metallurgy, engineering and permitting studies at the Alpha and Constellation Projects; and the remaining net proceeds for evaluating non-material exploration projects, including Homer and Liberty Peak, as well as for working capital and other general corporate purposes.

The proposed offering will be made only by means of a prospectus. When available, copies of the preliminary prospectus relating to the proposed offering may be obtained from Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street, 6th Floor, New York, New York 10022, or by email at prospectus@cantor.com or by visiting EDGAR on the SEC's website at www.sec.gov.

A registration statement on Form S-1 relating to the issuance of shares of common stock has been filed with the SEC but has not yet become effective. The shares of common stock may not be sold, nor may offers to buy be accepted, prior to the time the registration statement is declared effective by the SEC. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

About Rare Earths Americas

Rare Earths Americas is an exploration stage company advancing a portfolio of critical minerals projects focused on high-grade heavy rare earth mineral assets in the United States and Brazil. REA’s portfolio includes three material projects, which we believe positions REA as a future potential cornerstone of non-Chinese rare earth supply, aligning with Western industrial and national security priorities. Rare earths elements are essential for advanced U.S. industries including robotics, electric vehicles, energy, defense, and consumer electronics.

Forward-Looking Statements & Technical Notes

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this press release, including statements regarding the proposed initial public offering of the Company, the Company’s expectations regarding the pricing and completion of the offering, the anticipated terms of the offering, the realization of any potential advantages, benefits and the impact of, and opportunities created by, the offering, the ability of the Company to utilize the proceeds of the offering in the manner intended, and the Company receiving all necessary approvals for the completion of the offering, are forward-looking statements. These statements involve known and unknown risks, uncertainties, and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Generally, forward- looking statements can be identified by the use of forward-looking terminology such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative connotation thereof. The forward-looking statements are based on certain assumptions which could change materially in the future. You should not place undue reliance on these forward-looking statements.

The Company does not undertake to update any forward-looking statement or forward-looking information, except in accordance with applicable laws.

REA is an exploration-stage company with no proven or probable mineral reserves and no revenues. Results may differ due to risks and uncertainties in exploration, permitting, market conditions, financing, and other factors.