Rare Earths Americas Announces Pricing of Upsized 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, announced today the pricing of its upsized initial public offering of 3,333,331 shares of its common stock at a public offering price of $19.00 per share. All shares of common stock are being offered by REA. The gross proceeds to REA from the offering, before deducting underwriting discounts and commissions and other offering expenses payable by REA, are expected to be $63.3 million. REA has granted the underwriters a 30-day option to purchase up to an additional 499,999 shares of its common stock at the public offering price, less underwriting discounts and commissions. The offering is expected to close on or about May 7, 2026, subject to the satisfaction of customary closing conditions. The shares are expected to begin trading on May 6, 2026 on the NYSE American LLC under the ticker symbol “REA.”

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

Cantor is acting as the lead book-running manager for the proposed offering. Stifel is acting as book-running manager for the proposed offering. Canaccord Genuity and B. Riley Securities are acting as co-managers for the proposed offering.

A registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission on May 5, 2026. The offering is being made only by means of a final prospectus. When available, copies of the final prospectus relating to the 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 [e-mail]; or Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate Department, 1201 Wills Street, Suite 600, Baltimore, Maryland 21231, by telephone at [phone], or by email at [e-mail].

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Rare Earths Americas, Inc.

Rare Earths Americas, Inc. (REA) 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 completion 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 securities laws.

REA is an exploration-stage company with no proven or probable mineral reserves and no revenues. Results may differ due to geological, technical, market and other factors.