Good morning, and welcome to the USA Rare Earth Investor Update conference call. All participants will be in a listen-only mode. Should you need assistance, please signal a conference specialist by pressing the star key followed by zero. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star and then one on your touchscreen telephones. To withdraw your questions, you may press star and two. Please also note today's event is being recorded. At this time, I'd like to turn the floor over to Lionel McBee, Head of Investor Relations. Please go ahead. Thank you, operator. Good morning, everyone, and thank you for joining us today to discuss USA Rare Earth's transformative proposed collaboration with the U.S. government and concurrent private capital raise. Before we get started, I would like to draw your attention to the disclaimers on slides two and three, which note that we may make forward-looking statements on this call and that we undertake no obligation to update those statements in the future. On the call with me today are USA Rare Earth CEO, Barbara Humpton, and CFO, Rob Steele. They will provide an overview of our business and the rationale behind the government's intended commitment, as well as some detail on our PIPE transaction. Following today's prepared remarks, we will open the call for Q&A. I would also like to highlight, the slides from this morning's presentation are available for download on the investor section of our website at usare.com. We are excited about this opportunity and look forward to sharing more information with you. And with that, I will hand the call over to Barbara. Barbara? Thank you, Lionel, and I appreciate everyone joining us on such short notice this morning. Before we move into the details of today's exciting announcement, let me take a moment to provide context. I joined USA Rare Earth last fall because I believe in the mission. Our team is working every day to ensure that customers across critical industries, defense, healthcare, energy, and ultimately, every aspect of our economy that depends on high technology components, can access the critical minerals needed to create those items. Rare earth oxides, metals, alloys, and permanent magnets are essential parts of semiconductors and the technology needed to manufacture them. Radar systems, missile and fighter jet guidance systems, and lightweight precision aerospace components, among many other applications. We absolutely need a secure domestic supply chain for these items, and USA Rare Earth is moving at pace to make this vision a reality. As part of that effort, USA Rare Earth is excited to announce today a transformative proposed collaboration with the U.S. government. This is a watershed moment in our work to secure and grow a resilient and independent rare earth value chain based in this country. Under the letter of intent we have signed, the government would provide a total of $1.6 billion in incentives and loans, a clear validation of our model. We have long said that meeting the urgent call to reshore the rare earth and critical minerals industry will require a multiplayer solution, and this establishes our company as one of the leaders. Since USA Rare Earth went public in March of 2025, we've moved quickly to complete what we call the mine-to-magnet value chain platform, creating a differentiated position in the segments with the highest pricing power. In September, we announced the acquisition of Less Common Metals, the only proven ex-China producer of both light and heavy rare earth metals and alloys at scale. We closed that deal in November, and we are already expanding this operation to the benefit of the U.S. and our allies. Just last week, with the support of the French government, we announced plans to build a plant in Lacq, France, with 3,750 metric tons of annual production capacity. Metal making links the processing and separation capabilities that we're developing in Wheat Ridge, Colorado, with our magnet-making facility in Stillwater, Oklahoma. And to make metal, we need to mine raw material. We'll do that at Round Top in Sierra Blanca, Texas, the richest deposit of heavy rare earths known in North America. We originally planned to bring Round Top online in 2030, but based on positive early results of our solvent extraction piloting, we are now implementing an accelerated mine plan that anticipates the start of commercial production in late 2028. The Round Top deposit contains 15 of the 17 rare earth elements, with high concentrations of dysprosium and terbium, two of the most important heavy rare earths, and ones that are virtually unavailable from domestic sources today. The deposit is also enriched with gallium, hafnium, and zirconium, which are critical to semiconductor manufacturing. The government's participation will support our efforts to scale up across the value chain with urgency so that we can meet significant customer demand for decades to come. Let me now hand it over to Rob, who will provide more details along with our preliminary 2025 results. Thank you, Barbara, and good morning, everyone. We are proud to work alongside the government to strengthen U.S. infrastructure, rebuild our domestic heavy rare earth industry, and reduce our reliance on China. The proposed $1.6 billion of CHIPS Act incentives and debt, and the $1.5 billion raised in our significantly oversubscribed PIPE transaction, combined with our current cash position and proposed support from the French government, provides us with access to a potential $3.5 billion in capital to accelerate our mine-to-magnet value chain. Our sector is rapidly evolving with significant demand, and USA Rare Earth is well positioned to capture the benefits of that growth. The proposed $1.6 billion from the government includes two parts: $277 million in proposed federal incentives and a proposed $1.3 billion senior secured loan. In exchange for the incentives and loan, the government will receive 16.1 million shares of USAR common stock and 17.6 million warrants, aligning our incentives and enabling taxpayers to participate in the substantial value we expect to create at USA Rare Earth. Disbursement under the proposed federal incentives and loan are planned consistent with our operational milestones and funding needs. We're excited about this transaction because it accelerates the speed at which we can reach commercial scale. Our plans now include reaching 10,000 metric tons of annual magnet-making capacity by June 2030. 27,500 metric tons of annual metal-making capacity by December 2027, of which 10,000 is domestic. 8,000 metric tons annually of third-party MREC and rare earth oxide processing capacity by 2030, and the ability to recycle our own swarf as our magnet production grows. This is a dramatic acceleration that will support key U.S. industries, including semiconductors, aerospace and defense, and the broader industrial base. With this growth, we see a path to gross profit breakeven in 2027, EBITDA breakeven in 2028, and cash flow breakeven in 2029, and then targeting for 2030, $2.6 billion in revenue, $1.2 billion in EBITDA, and $900 million in free cash flow. A compelling return profile for all of our investors. Now, I would like to provide an update on what we achieved in the fourth quarter and subsequent to year-end. At Round Top, we finalized the flow sheet with successful bench and pilot scale testing. We remain on track to complete the accelerated mine plan in the second half of this year and begin commercial operations at Round Top in late 2028, 2 years earlier than previously planned. Our Stillwater, Oklahoma, magnet-making facility remains on track to begin commissioning this quarter. As Barbara said, we also strengthened our platform with the acquisition of Less Common Metals, which closed in November, and its relationships and supply agreements with Solvay and Arnold Magnetic Technologies. Lastly, subsequent to quarter end, we announced plans for a new metal and alloy plant in Lacq, France, co-located with Carester oxide and recycling facility, as well as the selection of Fluor and WSP as EPCM partners for the build-out and commercialization of Round Top. Turning to our financials. For the year ending December 31st, 2025, we anticipate both operating expenses and an operating loss in the range of $56 million-$62 million and capital expenditures in the range of $37 million-$43 million. We also anticipate ending the year with more than $350 million of cash and cash equivalents. Now I'll turn it back to Barbara for closing comments. Thank you, Rob. We're delivering a fully integrated rare earth value chain from mine to magnet, built around U.S. priorities. Through this landmark proposed collaboration with the U.S. government and our private capital raise, we're advancing national and industrial security objectives across semiconductors, defense, aerospace, and advanced manufacturing, while establishing a first of its kind commercial scale rare earth supply chain outside of China. All of us at USA Rare Earth look forward to working with the government and our institutional investor partners to build this company into a national asset that secures, reshores, and grows the rare earth magnet value chain for the benefit of the United States and our allies. With that, we'd be happy to take your questions. Operator, let's open the line for Q&A. Ladies and gentlemen, at this time, we'll begin that question-and-answer session. To ask a question, you may press star and then one. To withdraw your questions, you may press star and two. If you are using a speakerphone, we do ask that you please pick up your handset prior to pressing the keys to ensure the best sound quality. Once again, that is star and then one to join the question queue. We'll pause momentarily to assemble the roster. Our first question today comes from Neal Dingmann from William Blair. Please go ahead with your question. Morning, all, and Barbara and team, congratulations on the funding. Well, job well done. My first question is just, I think, on the magnet production in Stillwater. You all have nicely increased now the capacity at the production, at the facility now, I think you all are saying now 10,000 tons per annum. Can you give an idea of now maybe how you see that scaling out? And then secondly, you know, Rob, I just wanna make sure I heard you correct, that the oxide needed for magnet production there will come from Solvay until, you know, until the Round Top mine is producing. Is that correct? Sure. You know what would be good? Let's go to page... There's a presentation along with this, page 10, and it gives you a sense for how the production will ramp. But you can see on the right-hand side of this slide that we'll be ramping by 2029. We'll be about 50% there in terms of nameplate capacity by 2028, so about 5,000 tons by 2028. And in terms of the oxides that we'll be using, it depends on the timing. In 2026, 2027, and partially through 2028, the oxides we will need will come from third parties. So Solvay will be a supplier, and it will also include other mine sources. So there are three producing mines outside of China currently, and we will utilize those relationships and are putting in place supply agreements to be able to fulfill our capacity until then, as well as other processors and recycled sources. We will also have the ability to process our own swarf, and that capability will be coming online in 2027. That we'll be doing ourselves. In the meantime, we're already putting in place agreements with others to recycle our swarf and receive oxides from them in the meantime. Great. And then, just a second one, if I could, on the Stillwater facility as well. You all reiterated the first quarter of commissioning at the facility. I'm just wondering, was just recently at, like, a Noveon plant, and I noticed that their plant, they do a lot of the operation, cutting, all these things that, you know, for the specific magnets. Is that what Stillwater will be producing sort of out of the gate? Or, you know, what maybe type of magnets, Rob, to give you a better idea of how to think about that? Yeah. So we're on track to commission here in Q1 of 2026, and we're putting in place the capability, which will be installed throughout 2026, to be able to finish magnets. So we'd be producing block. That's what the nameplate capacity is based upon, block magnets, but those will be further cut and shaped into finished magnets for the majority of our customers. So, the block initially for this year and then the finished potentially starting next year? Oh, we'll be producing finished magnets this year. Yeah, we'll have the- Oh, okay. ability to do that. Yeah. Mm-hmm. Got it. Thank you, Rob. Yep. Our next question comes from Suji Desilva from Roth Capital. Please go ahead with your question. Good morning, Barbara, Rob. Congratulations on this very exciting announcement. Just first on the Fed funding, the $277 million, I guess. Can you talk about the timing of receiving that and then any contingencies that are involved there? Yeah. So both the $277 million Direct Funding Award and the $1.3 billion loan are intended to be disbursed based upon milestones that naturally result from our business plan. And those will be disbursed, for the most part, between 2026, 2027, and 2028. There's a little bit of a tail piece going into 2029, but you can think of all that funding being disbursed, assuming we hit the milestones, within the Trump administration. Yeah, let me add to this, Suji, because this is actually a really cool feature of the way this is set up. You know, in the past, perhaps the government might have given large, funding grants to, to various players in, you know, with, with the, you know, funds arriving up front. In this case, the intent of our colleagues at the Department of Commerce was to make sure that taxpayers, the public sector, would always be following the investments of the private sector. This is why our PIPE was so important. To have the funds to progress our plan, and then as we achieve milestones, taxpayer support continues to, you know, build, but, but the American taxpayer is never over-committed on this plan. They're never the ones leading and out in front. Really important aspect to make sure that the plan is protected at all stages of the game. Thanks, Barbara, Rob. Very helpful. And then, second, I'm just... I've been asked this question by investors throughout the last year. Have you assessed the full capital requirement to bring Round Top up and functioning as a mine? I know it's probably early in that, but any sizing there will be helpful and if you're funded to that today or with this deal. Yeah. So if you go to, page 11 of the, presentation, what this is, it gives you a sense of the total funding, of all of our projects combined, which is currently, modeled to be around $4.1 billion. And you can see that the combination of the PIPE and our cash today and other resources, along with the government funding, essentially gets us, almost all the way there. And then the remaining capital, because the returns are so strong, we believe we can raise the remaining capital from attractive sources. And you should assume that's equity capital, but that can come from strategic investments as well as institutional investors. Thanks. One quick housekeeping question. Have you picked the site yet for the domestic metal versus LCM UK, or is that to be done? Yes. I mean, we're intending to build capacity at Stillwater to be able to make metal. Great. Thanks, guys. Our next question comes from George Gianarikas from Canaccord Genuity. Please go ahead with your question. Hi. Good morning, everyone, and thank you for taking my questions. Congratulations. I'd like to start maybe just to ask about offtake agreements. I'm curious as to whether part of the negotiation with the government was future offtake, either for, for magnets or for oxide. Yeah, I mean, this is one of the features of this transaction, in part because of what we have at Round Top. And so there are no price floors, there are no offtake agreements associated with this, and that's really because the minerals that we have are frankly in dramatic undersupply outside of China and are absolutely required for things like semiconductors, aerospace and defense, and of course, the metals and magnets that we need. In addition, if you look at the actual minerals themselves, think dysprosium, think terbium, think yttrium, these are all things that actually are not produced in any large quantities outside of China. For example, dysprosium, the market, world market for dysprosium is somewhere around 2,000 metric tons per year. Very little of that was produced from mine sources and stayed outside of China last year, you know, in the tens of tons. So if you think about expensive, expensive minerals like dysprosium, $900 a kilogram, terbium, $3,500 a kilogram, hafnium, $1,500 a kilogram, and you realize they're not available, and you look at the economics of the model, I think it's easy to recognize that we don't need price floors and the fact that there's so much demand, outside of China for these metals and our magnets, you also don't need offtake agreement to support the business model. Thank you. Maybe, I know I've asked you guys this question many, many times, but just in terms of the race for human capital to enable, a U.S. rare earth magnetic supply chain, do you feel like you have the people in place to ramp to 10,000 tons of magnet capacity and to build, this mining and processing facility that you hope to at Round Top? Thank you. Yeah, George, I'm happy to jump in on this because truly getting access to talent is key to the success of the industry overall. There's been a lot of concern that, hey, it's been 30 years since the U.S. has been a leader with these kinds of technologies. And what we've discovered is, first of all, the current team at USA Rare Earth is made up of experts from many fields and backgrounds, but they all share this commitment to the mission. They all come, and they're bringing their expertise. These are the kind of people who can see around corners because they've stood up industrial operations before. They've long been involved in mining operations. They have deep expertise in processing. So we are very happy to have a strong existing team, and we know it has to grow. What I'm hopeful about is that this announcement, again, raises the profile and makes people aware of the opportunities in this space. I'm looking forward to fielding lots of calls from people who want to be involved in this important mission. And then I guess one final comment I'll make to you is that this is one reason why selecting top-tier players in the field is so important to augment our own capabilities. The selection of Fluor WSP last week, we just announced it, that gives us that jump start. We're getting them involved right now as we go through our accelerated mine plan, with the anticipation that their involvement in planning will actually accelerate the work we'll do in construction. So that kind of teamwork is gonna be key to our plan going forward. I'd be remiss if I didn't also mention our metalmaking experts in LCM. So in Cheshire, England, we have the team from LCM who have put together training materials, and they'll be able to host prospective metal makers, whether that's from France or from Stillwater, Oklahoma, to come and learn the craft and then be able to bring that skill back to our expansion locations. The people plan that goes along with our overarching business plan is robust, and I'm pleased to say that we are moving very well in the directions we'd all like to see. Thank you, Barbara. Congratulations. Thank you. Once again, if you would like to ask a question, please press star and then one. To withdraw your questions, you may press star and two. Our next question comes from Subash Chandra from Benchmark. Please go ahead with your question. Yeah, thanks, Paul, and of course, congratulations. I hopped on a couple of minutes late, so I apologize if this was asked before, but first question is, in the EBITDA guidance, is it possible to break that out by segment? Yeah, we're not gonna be providing that at this point in time, Subash. But you know, I would say that as the mine scales and you look at where we are, you know, kind of in 2030, I would say it's sort of, you know, allocated a little bit more toward the mine. If you send, you know, divide by three, it's a little bit heavily weighted toward the mine, the magnet, a little bit less so on the metal making. Okay. Yeah, I understand certainly, but no, that's helpful. Thank you. And Rob, just I guess the second one is, or Barbara, you know, on any update on the customer commitments, for the magnets in terms of, you know, just tonnage? Yeah. So, the magnet facility is currently in the process of being commissioned. I think as we talked about, we have tens of thousands of tons of demand, and are putting in place supply agreements and POs. We have not announced actual tonnage of those POs, mainly because our customers don't want to be identified. But that's information we'll be providing through the course of this year as our business continues to build and the line is up and running. Okay, we'll wait on that. And then finally, of the rare earth output, how much of that do you think you would internally need to meet your, you know, 10,000 tons? Yeah, I mean, it depends on the actual commodity and what the ultimate recipes are. But, in terms of commodities like Dysprosium, you know, something on the order of 50%-80%, depending upon, like I said, depending upon your recipes. Okay, great. Thank you. Thanks, and, congrats again. Our next question comes from Derek Soderberg from Cantor Fitzgerald. Please go ahead with your question. Yeah, good morning, everyone. Thanks for taking the questions. Just on the PIPE and, you know, government funding, what's the fully diluted share count at this point, assuming full warrant exercise? Yeah. So, the way in which the math works, you can kind of derive it. So the government's conditions for entering into the DFA and the loan are receiving approximately 10% of the fully diluted shares outstanding pre-PIPE in warrants, and that amount is 17.6 million warrants. And so that gives you a sense of the pre-PIPE, and that's fully diluted. That includes things like the earnouts and all of our stock ownership that's outstanding right now. Then you layer in the warrants, you layer in the shares that are being given as a condition. Those are 16.1 million. And then you layer in the PIPE at $70 million, and that'll give you the count. Got it. As my follow-up, can you just talk about the supply chain for magnet equipment, mining equipment? How are lead times for that sort of equipment, and how do you guys feel about that supply chain? Any risk there? Thanks. Yeah, I'll jump in here. So this is the amazing thing about the work that's been done over the past couple of months with the CHIPS team. In developing our plan, of course, we went through rigorous due diligence with our government colleagues, and as you'd expect, they wanted to make sure that we have access to everything that we need. By putting this plan together, identifying the long lead items, then contacting our suppliers, assuring that we will be able to receive supply. I'll give you one just quick anecdote. A supplier in Japan who received some assemblies to go into equipment from China has obviously made the commitment to instead in-house bring those assemblies in-house so that we will have an assured ex-China supply chain for the equipment we'll be using as well. So we feel confident in the plan as it's laid out, our ability to address the aggressive schedule we've put forward, achievable because we have alignment through the full supply chain. Got it. That's very helpful. Thanks. Our next question comes from Ben Kallo from Baird. Please go ahead with your question. Hey, good morning. Congrats, Barbara. Congrats, Rob. Just want to talk about offtake agreements. You touched on a bit of it before, but how do you think about offtake agreements from first the mine and timing of that? You know, as 2028 is a couple years away, and you expect it before. And then on the magnet offtake agreements, you know, the MP deal had guaranteed on magnet pricing. Could you just talk about the difference in, you know, the investment here and the flex more flexibility from that front on pricing for the magnets with no guarantee. And then any change in commercial either pricing or orders since the talk about $110 NdPr price floor. Thank you. Yeah. I'll start this, and I know Rob will have things he wants to add. We spoke a little earlier about the fact that the mine contains these high-priced, very rare minerals that are essential to multiple industries, and therefore, today, if you were—people have asked us about the quote, "The market for these things." And what we point out is there's no true market. What's going on is, you know, it's basically element by element, deal by deal negotiations. And so we believe, you know, lots of pricing power, I'll call it, in this part of the market. It's early to actually identify offtake agreements and make commitments for that long term. We feel that it's gonna be important to give ourselves the maximum flexibility as we go. However, at this stage of the game, when analyzing a deposit and thinking about mining, you go and do the economic analysis. This is where something like including hafnium in our flow sheet was a game changer. Because of the demand, both, you know, in industries like semiconductors, but also in the energy sector, hafnium will be obviously very accretive to the overall plan for the mine. Now, offtake agreements, when it comes to, you know, I'll talk a minute about the magnets themselves. When you get to that ultimate end item that's serving the key industries, it's tempting to think about, oh, should we, you know, find a, I'll call it a foundational cornerstone offtaker who would commit to a long-term offtake? We think that's possible. We're seeing other people do that, but we feel our responsibility, because of how rare these capabilities are, our responsibility is first to approach the model as a safety stock, making sure that we're providing customers with a resilience capability. They may still fulfill large orders with other providers, but they may come to us for the safety stock. And by the way, in pursuing business models this way, yes, it's more complex. You have to have more equipment to satisfy a wider variety of customers. That's exactly the way we're designing our operation. But we also know that this is gonna be higher margin business. And quite frankly, for national and economic security, this is a smarter way for us to move. So in the near term, there... One more thing I'll share with you is that we have been keeping supply agreements or, you know, potential MOUs, master supply agreements and purchase orders confidential. Many of our early customers are going to be maintaining, I'll call it a global supply chain, and they're sensitive, not wanting to be cut off from supply. So rather than call attention to them, we are quietly working with them to assure them supply for overall resilience. The key question everybody has to ask is: What would be the cost of having access to nothing? And that is what's driving our early sales strategy. Okay, Rob, is there anything you'd add? Yeah, and I would just add that, the forecast that you see and the business model that you see is actually based upon the prices that we are quoting to our current customers. So these are... This is reality-based. This is a reality-based model, and, you know, the costs as well of the actual raw material, the oxides and the metal that we need are also fully costed. So this business model is a, what I would call, has price integrity all the way from the mine through the metal, all the way up into the magnets, and also allows each of our businesses to operate as part of the value chain on a standalone basis going forward. I guess just a final question, was the $110 price for, or how is that NdPr price baked into your magnet pricing, I guess? Yeah, we're assuming $125. So we're a ssuming a higher price, and that's an input for us. We do not actually make light rare earths at Round Top, so that is an input. We have to purchase it from the market, and the $125 represents roughly the price at which we're currently buying NdPr and seeing ourselves buying NdPr going forward. What's interesting there is NdPr is already more expensive than the price for. Great. Thanks, guys. Congrats. Ladies and gentlemen, with that, we'll be ending today's question and answer session, as well as today's conference call. We do thank you for attending today's presentation. You may now disconnect your lines.