— USA Rare Earth (Nasdaq: USAR) announced Monday it will acquire 100% of Serra Verde Group, owner of the Pela Ema mine in Goiás, for approximately US$2.8 billion — the largest rare earths M&A transaction ever in Latin America.
— The deal is bundled with a 15-year, 100% offtake agreement with a Special Purpose Vehicle capitalized by US government entities and private capital, locking Pela Ema’s output out of China and into the US industrial base.
— The announcement lands 72 hours after President Lula told a Barcelona press conference that Brazil “will not repeat with rare earths what happened with iron ore” — a framing the transaction directly contradicts.
The Brazil rare earth acquisition announced Monday by USA Rare Earth is the single most consequential resource-sovereignty event since the country’s pre-salt oil discoveries. The US company, listed on Nasdaq under the ticker USAR, will pay US$300 million in cash and issue 126.849 million new common shares to absorb Serra Verde Group, owner of the only operating rare earth mine outside Asia capable of supplying all four magnetic elements at scale.
The Rio Times, the Latin American financial news outlet, reports that based on USAR’s closing share price of US$19.95 on Friday, April 17, the transaction values Serra Verde at approximately US$2.8 billion. The deal is expected to close in the third quarter of 2026, pending regulatory approvals on both sides. USAR shares fell 8% in pre-market trading before recovering, and remain up 68% year-to-date on the strategic premium critical-minerals producers now command.
Serra Verde’s Pela Ema mine is located in Minaçu, a town of 27,000 in northern Goiás state about 500 kilometers from Goiânia. As detailed in prior Rio Times coverage of Serra Verde’s US$565 million financing package from the US Development Finance Corporation in February, the asset had already been drawn into the US critical-minerals architecture months before this deal.
The Structure of the Brazil Rare Earth Acquisition
Three separate US financial commitments converge on Pela Ema. USA Rare Earth secured a US$1.6 billion debt-and-equity financing package from the US government in January, while Serra Verde independently received its own US$565 million DFC financing in February that included an equity-conversion option for Washington. The Monday-announced 15-year offtake agreement then routes 100% of Pela Ema’s Phase 1 production to a US government-private Special Purpose Vehicle.
The offtake includes price floors for neodymium, praseodymium, dysprosium and terbium. That structure neutralizes the single most effective weapon China has historically used against non-Chinese rare earth producers — price dumping to force competitors into bankruptcy. USAR projects the combined entity will generate US$550 to US$650 million of EBITDA by the end of 2027.
“Serra Verde’s Pela Ema mine is a one-of-a-kind asset and the only producer outside Asia capable of supplying all four magnetic rare earths at scale,” USAR Chief Executive Barbara Humpton said in the announcement. The former Siemens USA chief executive’s appointment to lead USAR last year telegraphed the company’s pivot toward defense-industrial-scale execution.
Lula’s 72-Hour Contradiction
On Friday, April 17, Brazilian President Luiz Inácio Lula da Silva stood beside Spanish Prime Minister Pedro Sánchez in Barcelona and delivered a declaration of intent that has now been overtaken by the facts. Lula said Brazil would sign critical-minerals agreements “with whoever wants to build, help us, bring technology, and share with us” — but insisted the transformation phase must happen on Brazilian soil.
The Monday acquisition moves in the opposite direction — USAR operates processing, separation, metallization and magnet-manufacturing facilities in Stillwater, Oklahoma, meaning Pela Ema supplies the raw material while the industrial value-add happens in the United States. The transaction is the formalization of a model that Brasília had been trying to prevent, the one the Rio Times analysis of the 2026 presidential campaign identified as the defining cleavage in the coming election.
Serra Verde is privately owned by three financial sponsors: Denham Capital, Energy and Minerals Group, and Vision Blue Resources. Vision Blue is led by Mick Davis, former chief executive of Xstrata, whose portfolio is built around what the fund calls “critical materials.” Serra Verde CEO Thrasyvoulos Moraitis, another Xstrata alumnus, will become President of USAR after closing. Lula’s government has no seat at this table.
Goiás, Caiado, and the State-Level Workaround
The mine sits in the political territory of Ronaldo Caiado, the outgoing Goiás governor and PSD presidential candidate who signed a rare-earths memorandum of understanding directly with the US State Department last month — bypassing Brasília entirely. That MoU, covered extensively in the Rio Times reporting on the São Paulo Critical Minerals Forum, established the pattern the Monday transaction completes.
Conor Coleman, head of investments at the DFC, told the Financial Times earlier this year that Serra Verde’s US financing included “offtake controls ensuring the metals went to the United States and US-aligned parties.” That wording was the early signal of Monday’s outcome. The acquisition converts a contractual priority into outright ownership.
Brazil holds approximately 22 million tonnes of rare-earth reserves — the second-largest national endowment globally after China. Rio Times regional analysis documented that China currently controls roughly 70% of mine production and 90% of refining capacity worldwide. The Pela Ema mine was supposed to be Brazil’s leverage in that contest.
What the Deal Means for Brazil
Ownership of a Brazilian mine by a US-listed company is legally routine. Vale, Petrobras and most major Brazilian resource firms have long carried foreign institutional ownership. The difference at Pela Ema is the concentration of public capital on the buyer side: USA Rare Earth’s US$1.6 billion January financing came directly from the US government, making the acquirer effectively a sovereign industrial vehicle operating through private-sector legal form.
By 2027 Pela Ema is projected to supply more than 50% of non-China heavy rare earths globally, with annual production scaling to 6,500 metric tonnes of rare earth oxides. That output will now flow under a US-controlled offtake for 15 years. Brazil retains the royalty regime and tax receipts, but loses the separation, metallization and magnet-manufacturing stages — precisely the steps Lula identified as non-negotiable on Friday.
The Ministry of Mines and Energy had no public comment at the time the deal was announced. The political response will shape the rest of the year. As earlier Rio Times reporting warned, the US had been building this architecture without any bilateral agreement between the two federal governments, and Brasília’s failure to propose a counter-offer is the real story behind Monday’s announcement.
What to Watch Next
Three regulatory and political flashpoints will now determine whether the transaction actually closes as announced. The first is CADE, Brazil’s antitrust authority, which has to approve foreign acquisitions of strategic assets. CADE has been used historically as a political tool; a Lula-era review could delay or condition the deal.
The second is the DNPM (mining regulator) and the Ministry of Mines and Energy itself, which retain authority over mining concession transfers. Minister Alexandre Silveira has publicly criticized raw-material export models and could push for processing commitments as a closing condition.
The third is the presidential campaign — Caiado can claim validation that state-level engagement with Washington delivers investment that federal dithering does not, while Lula faces the choice of accepting a loss of control or escalating into a public confrontation with the deal structure. The Monday announcement has just made critical minerals the most concrete campaign issue of 2026.