USA Rare Earth announced on Monday (20) that it will pay $300 million in cash and issue about 126.8 million shares to acquire Serra Verde, which operates in Minaçu, Goiás. The transaction, valued at $2.8 billion, is expected to close in the third quarter, the U.S. company said. Serra Verde’s current owners—Denham Capital, Energy and Minerals Group, and Vision Blue—will become the largest shareholders in the combined entity, holding a 34% stake

The U.S. company, which has a mineral deposit in Texas but no operating mines, has already secured a commitment of up to $1.6 billion in financial support from the U.S. government.

Washington had already been involved in Serra Verde before the acquisition, having arranged $565 million (R$2.9 billion) in financing for the miner through the U.S. International Development Finance Corporation (DFC).

The deal highlights growing interest in Brazil’s rare earth reserves—the largest outside China—amid what analysts describe as a “silent war” between the U.S. and China for control over strategic supply chains, said Elaine Santos, a researcher at Portugal’s National Laboratory of Energy and Geology (LNEG).

“This is not just a corporate acquisition. It is also a strategic move to secure supply chains. The U.S. has a clear plan and is implementing it to regain control over chains it outsourced in recent decades,” she said.

According to Santos, the transaction could attract capital to other projects by positioning Brazil as an investment destination. “But the country is effectively handing over what may be its only producer of heavy rare earths outside Asia to a U.S. company,” she added.

Combined with financing commitments, planned investments, and agreements signed by other rare earth projects still in pre-operational stages with U.S. and international partners, the deal suggests that international cooperation is advancing independently of formal policies or agreements led by Brazil. “In practice, developments are already moving ahead differently,” she said.

Sources involved in pre-operational projects told Valor that the acquisition could trigger reactions from the Brazilian government and strengthen calls for the creation of Terrabras, a proposed state-owned company focused on the rare earth supply chain. They oppose the proposal, arguing it could worsen Brazil’s attractiveness to investors.

“Committing 100% of production to the U.S. for 15 years without bringing investment is exactly what Lula does not want,” said one source, referring to Serra Verde’s supply agreement with a special-purpose vehicle backed by U.S. government agencies and private investors. The source, however, defended the mining company’s decision. “If no other path was viable, it is a transaction like any other—there is no reason to criticize it.”

For the Critical Minerals Association (AMC), the U.S. strategy to secure supply has been “pragmatic” in overcoming the absence of bilateral agreements. “They are showing that if they cannot achieve it through government-level agreements, they will pursue it through state-backed initiatives, as seen in Goiás and in direct negotiations with companies,” said Marisa César, chair of the association.