Contents

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1.0 EXECUTIVE SUMMARY

1.1 Introduction

This technical report summary (the Report) was prepared by McGarry Geoconsulting Corp. and Karst Geo Solutions, LLC for Rare Earths Americas, Inc. (Rare Earths Americas) on the Constellation Project (the Project) located in Minas Gerais and São Paulo States, Brazil.

1.2 Terms of Reference

The Report was prepared to support the initial registration statement filed by Rare Earth Americas and is included as an exhibit to Form S-1, initially filed on November 12, 2025, pursuant to Regulation S-K 1300.

The Report provides initial disclosure of mineral resource estimates for rare earth element mineral deposits at seven areas within the Constellation Project: Pio Cipó, Pedra Preta, Mato Queimado, Roseira, Clube da Uva, Varginha, and Andradas.

Unless otherwise indicated, the metric system is used in this report for mineral resources. Mineral resources are reported using the definitions in Regulation S–K 1300 (SK1300), under Item 1300. Monetary values use the United States (US) dollar unless otherwise indicated. The Brazilian currency is the real (BRL). The Report uses United States English.

1.3 Property Setting

The Project is located approximately 190 km north of São Paulo in southern Minas Gerais, within the Poços de Caldas alkaline complex. The Project consists of non-contiguous tenement blocks situated in the southern part of Minas Gerais State and in neighboring São Paulo State, which together comprise the Constellation Project.

Elevations in the Project area range from 1,000–1,600 meters above sea level (masl), characterized by undulating hills incised by perennial streams.

The Project is well served by infrastructure. Federal highway BR-381 lies within 50 km of the concession blocks and provides direct access to major industrial centers in São Paulo and the Port of Santos, the largest port in Latin America, approximately 250 km away, and the Cubatão Petrochemical Complex, a potential source of processing reagents 338 km away. Regional access is provided by paved state highways MG-267 and MG-459, and local paved and unpaved agricultural roads allow entry to concession areas.

The climate in the Project area is tropical savanna. Field exploration operations can be conducted throughout the year. It is expected that any future mining activity in the Project area would be year-round.

Poços de Caldas, with a population of about 168,640 and offers amenities to support mineral exploration, including: food, accommodation, fuel, automotive services, and medical facilities.

The Poços de Caldas district is well supported by regional energy infrastructure. All tenements hosting mineral resources are either traversed by, or situated within 4 km of, a 138 kV electrical transmission line, allowing connection to grid power.

Nearby reservoirs, including Represa do Cipó (32 Mm³) and Represa Bortolan (7 Mm³), provide accessible water sources within 5–10 km of the tenements. Sites such as Pio Cipó and Varginha offer potential locations for processing facilities with short pipeline connections to these reservoirs.

All the current manual labor requirements for the Project, which consist of exploration activities, are met by personnel from nearby communities. Recruitment from outside the area may be required to secure experienced and competent senior personnel for mining operations.

1.4 Ownership

The Project is held through a combination of direct ownership and option agreements. Rare Earths Americas holds 21 concessions, including six mining concessions and 15 exploration permits. Of these, 13 concessions are directly owned by Rare Earths Americas or affiliates, and eight are subject to option agreements with Brazilian companies including Mineração Andradense Ltda, JJBF Ltda, and Terra Goyana Mineração Ltda.

Private option agreements between Rare Earth America’s wholly owned subsidiary Alpha Minerals Brazil Participações Ltda (Alpha Minerals) and the respective landowners grant Rare Earth Americas the exclusive right to access, enter and occupy each property for the purpose of mineral exploration and, upon exercise of the option, to obtain mineral rights for each property.

1.5 Mineral Tenure, Surface Rights, Water Rights, Royalties and Agreements

Rare Earth Americas controls 21 granted mineral titles registered with Brazil’s National Mining Agency (ANM) that cover a total area of approximately 59.5 km². The concessions granted are granted for a range of commodities as defined under the Mining Code. The ANM process permits the holder to adjust the commodity title prior to the granting of a mining concession, provided the holder demonstrates technical justification through exploration results. Although a number of concessions were originally granted for bauxite and clay, the company will apply for an amendment to include rare earth elements as economically exploitable substances through the submission of an Economic Utilization Plan.

The Project includes seven mineral resource deposit areas within the following concessions:

To date Rare Earth Americas has secured verbal agreements and signed consent declarations from landowners permitting exploration and drilling activities at the Constellation Project. However, the company does not currently hold formal surface access agreements for activities beyond exploration and drilling. Negotiations for such agreements have not yet commenced. Rare Earth Americas intends to initiate formal discussions regarding broader surface rights as the project progresses.

Rare Earth Americas has not obtained any permits or agreements to extract water for exploration at the Constellation Project. Exploration to date has not required water use. Future diamond core drilling may require water, which is expected to be commercially supplied via tankers or obtained under agreement for temporary extraction from local sources. Any future mining and processing operations will require a dedicated water supply, expected to be sourced through commercial supply from nearby storage facilities and/or through permitted surface or groundwater extraction.

The Project is subject to the Financial Compensation for the Exploration of Mineral Resources (Compensação Financeira por Exploração Mineral - CFEM), which is a royalty to be paid to the Federal Government at rates that can vary from 1–3.5%, depending on the substance. The CFEM rate for mining rare earth elements is 2%. In addition, the project is subject to a private 5% net revenue royalty over 39.4% of the reported mineral resources within the Roseira, Clube da Uva, and Varginha tenements. A further private 2.5% gross revenue royalty applies to 4.7% of the reported mineral resources within the Andradas tenement.

1.6 Environmental, Permitting and Social Considerations

Current activities at the Project are limited to mineral exploration. In the state of Minas Gerais, environmental oversight is administered by the Secretaria de Estado de Meio Ambiente e Desenvolvimento Sustentável (SEMAD), while in São Paulo, the corresponding authority is the Secretaria de Meio Ambiente, Infraestrutura e Logística (SEMIL). These agencies are responsible for monitoring compliance with state environmental regulations, including the rehabilitation of disturbed areas such as drill pads, sumps, and access roads. To date, all exploration works undertaken by Rare Earths Americas have been executed in compliance with applicable state and federal regulations, and disturbed areas are progressively rehabilitated as programs advance.

No formal environmental baseline studies were conducted on the Project at the Report date.

All exploration activities to the Report date were conducted in accordance with applicable federal and state regulations. The next permit milestones will include:

Acceptance of the Final Exploration Report marks the formal conclusion of the exploration phase. Once accepted, ANM may authorize the initiation of the mining concession application process. Authorization remains pending for all concessions.

For the 15 concessions with granted Exploration Permits, Rare Earth Americas is undertaking the work necessary to support the preparation of Final Exploration Reports which are due between 2026 and 2027.

Rare Earth Americas have not formally consulted with local communities during the exploration campaigns. The company’s interactions were limited to rural landowners, solely for the purpose of facilitating access for exploration activities.

1.7 Geology and Mineralization

The Constellation Project hosts rare earth element mineralization in the form of ionically adsorbed rare earth elements bound to clay minerals within the regolith developed over the regional Poços de Caldas alkaline complex. Although ionic adsorption clay deposits are not currently classified within the USGS mineral deposit model series, the deposit type is well defined in the geological literature.

The bedrock source of rare earth elements at the Project is the Poços de Caldas alkaline complex,. This large circular to elliptical intrusive complex formed during Neocretaceous–Eocene magmatism, which produced widespread alkaline rock occurrences across southern, southeastern, and central–western Brazil.

The complex is dominated by felsic alkaline volcanic rocks, particularly phonolites, with the most rare earth element (REE)-enriched varieties being the agpaitic (peralkaline) phonolites. Associated lithologies include subvolcanic and plutonic equivalents such as tinguaites and nepheline syenites, and alkaline mafic and ultramafic rocks, including circumferential and radial dykes that define the main circular structure.

REE mineralization is lithologically associated with phonolites and their volcaniclastic products, as well as related subvolcanic and intrusive rocks. Primary REE minerals include bastnäsite (fluorocarbonate), monazite (phosphate), and eudialyte (silicate). Subsequent weathering and secondary processes released REEs into the regolith, where they became adsorbed onto clay minerals.

The bedrock geology is largely concealed beneath a deep regolith and soil cover. Exposures of bedrock are rare and primarily restricted to anthropogenic and natural excavations, including road cuts and drainage channels. Due to poor exposure, mapping and effective remote sensing of bedrock at the deposit scale can be challenging.

The weathering profile can be divided into a rare earth element-leached zone in the upper part of the profile and a rare earth element accumulation zone with more ion-exchangeable rare earth elements in the lower part of the profile. Rare Earths Americas have used a weathering intensity proxy for the identification of ionically absorbed to clay rare earth element enrichment within the Project area. This is defined geochemically using the “chemical index of alteration”, a recognized measure for chemical weathering during the production of clastic sediments, being the degradation of feldspars and the formation of clay minerals during weathering.

The Pio Cipó deposit extends 3,500 m north–south and 3,638 m east–west, covering 4.75 km² with an average depth of 18 m. Saprolite is variable, averaging 10.1–18.7 m thick from 2.8 m depth and reaching 30 m in the southwest. The regolith shows a thin ionic clay profile, with leached horizons to ~3 m and a discontinuous accumulation zone. Grades above 1,000 ppm total rare earth oxides (TREO) occur in the north and southeast, with neodymium praseodymium (NdPr):TREO ratios up to 30%. Auger drilling is incomplete, with most holes ending in mineralization.

The Pedra Preta deposit extends 2,550 m north–south and 2,279 m east–west, covering 3.83 km² with an average depth of 24 m. Saprolite is the dominant unit, averaging 19 m thick from 4.6 m depth and exceeding 41 m in the central portion of the deposit. Ionic clay mineralization is widespread, with TREO grades above 1,000 ppm and locally over 3,000 ppm in central and southern areas. The regolith is well defined, with leached upper horizons and an NdPr-enriched accumulation zone (NdPr:TREO to 30%). Sonic drilling confirms the mineralization presence, with grades and NdPr proportion declining below ~30 m.

The Varginha deposit extends 2,780 m north–south and 2,007 m east–west, covering 3.35 km² with an average depth of 20 m. Saprolite is well developed, averaging 14–19 m thick from 3.3 m depth and up to 36.6 m. Ionic clay mineralization exceeds 1,000 ppm TREO across the regolith, with >3,000 ppm in elevated pediment zones that trend north south. The profile shows leached horizons above a thick NdPr-enriched accumulation zone extending from ~5 m to drill-tested depths. Mineralization is thinner and lower grade in drainage basins, where auger holes often end in mineralization.

The Roseira deposit extends 1,640 m north–south and 1,771 m east–west, covering 1.72 km² with an average depth of 24 m. Saprolite is extensive, averaging 18–23 m thick from 3.6 m depth and reaching 33.7 m. Ionic clay mineralization is widespread, exceeding 1,000 ppm TREO and locally 3,000 ppm TREO in central and southwestern zones. The profile is well defined, with leached upper horizons retaining cerium and an NdPr-enriched accumulation zone to ~15 m depth with NdPr:TREO ratios of ~20%. Grades and NdPr proportion decrease toward the base of the weathering profile.

The Mato Queimado deposit extends 1,270 m north–south and 2,228 m east–west, covering 1.35 km² with an average depth of 14 m. Saprolite averages 8–15 m thick from 2.1 m depth, with a maximum of 31.7 m. Ionic clay mineralization exceeds 1,000 ppm TREO across the deposit and locally surpasses 3,000 ppm in slope and pediment zones either side of a drainage channel that runs across the tenement area from west to east. Lower grades occur in the eroded channel and on hill crests where saprolite is less developed. Auger drilling is shallow, with many holes ending in mineralization.

The Clube da Uva deposit extends 490 m north–south and 778 m east–west, covering 0.4 km² with an average depth of 21 m. Saprolite occurs from 2.2 m depth, averaging 15–22 m thick and reaching 31.6 m. Mineralization above 1,000 ppm TREO is present throughout, with up to 4,000 ppm in the northeast. The ionic clay profile is poorly defined due to limited drilling, but NdPr:TREO ratios rise from ~2% in the mottled zone to 20% at the base of the profile.

The Andradas deposit extends 1,070 m north–south and 2,178 m east–west, covering 1.09 km² with an average depth of 26 m. Saprolite is well developed, averaging 20–24 m thick from 4.1 m depth and reaching 36.5 m. Ionic clay mineralization is concentrated in the east, with grades consistently above 1,000 ppm TREO and locally >2,000 ppm near surface. A saprolite accumulation zone is enriched in NdPr, with NdPr:TREO ratios exceeding 20%.

The extent of the mineral resource models is predominantly limited by the availability of exploration data and by tenement boundaries. Although individual rare earth element-bearing horizons may pinch out, many deposit areas are open at depth and also have potential for the delineation of well mineralized ionic adsorption clay zones, highly enriched in rare earth elements. Auger holes have limited depth penetration and drill holes typically provide only a partial profile of mineralized saprolite. There is potential to extend the mineralization model deeper with core drilling.

1.8 History

There is no known previous exploration for rare earth elements in the Project area prior to Rare Earths Americas’ interest in the Project. In 2023, Alpha Minerals Brazil Participações Ltda, a wholly-owned subsidiary of Rare Earths Americas, completed a countrywide prospectivity review that identified the Poços de Caldas alkaline complex as a highly prospective setting for rare earth element mineralization, with favorable geology and documented occurrences of ionic adsorption clay mineralization in the overlying regolith. Based on these results, Alpha Minerals initiated a strategic program to secure mineral rights in the region through the staking of new exploration concessions and the negotiation of option agreements with existing rights holders.

These agreements included the acquisition of mineral rights over the Roseira, Clube da Uva, and Varginha properties from Mineração Andradense Ltda; the Pedra Preta property from JJBF Ltda; and the Pio Cipó and Mato Queimado properties from Terra Goyana Mineração Ltda. Collectively, these agreements secured control of the principal rare earth prospects within the Constellation Project area.

Rare Earths Americas was created as the holding company for the Project in January 2023, with Alpha Minerals becoming a wholly-owned subsidiary.

1.9 Exploration

Exploration grids used to position drill holes are orientated to the geographic projection system SIRGAS 2000 Universal Transverse Mercator zone 23 south. A topographic digital terrain model is used to locate drill collars and for the topographic surface constraining the mineral resource estimates.

During initial reconnaissance and prospecting in 2023, Rare Earth Americas collected 29 surface samples from limited regolith and bedrock exposures across the Constellation Project tenements for geochemical analysis. Surface grab sampling has not yet materially influenced targeting, though future follow-up may demonstrate correlations with broader mineralized zones and validate the method.

1.10 Drilling and Sampling

Drilling consists of 37 sonic drill holes (1,103 m) and 277 auger holes (3,225 m). The mineral resource estimate was based on all drilling data completed to July 26, 2024. The database close-out date reflects the date of the last assay information and is July 26, 2024.

Drill companies and methods included Alpha Minerals Brazil Participações Ltd., a wholly-owned subsidiary of Rare Earth Americas, who used a hand-held petrol-powered auger, and Brazil Royalty Corp. Participações e Investimentos Ltda (an affiliate company of Rare Earth Americas with overlapping ownership to Alpha Minerals), who used an Eijkelkamp Compact RotoSonic V rig for sonic drilling.

Auger holes were geologically logged in the field, and a representative fraction was retained in a chip tray for reference. Auger samples were photographed. Sonic core holes were transported from the drill site to logging facilities in covered boxes. The sonic drill core was measured to assess recovery, then geologically logged and photographed wet in core boxes immediately before sampling.

For both auger and sonic holes, logging included qualitative determinations of primary and secondary lithology units, weathering profile units (mottled zone, lateritic zone, saprock, saprolite, etc.), as well as the color and textural characteristics of the rock.

Recovered auger sample material and sonic drill core, was measured, and recovery expressed as a percentage recorded in the database. Recovery rates for auger and sonic drilling in regolith averages 95%. Areas of poor recovery (<85%) were limited to shallow unconsolidated cover. No systematic relationship between recovery and grade was observed, and no evidence of bias due to preferential loss of coarse or fine material was detected.

Drill collars were located using a handheld global positioning system (GPS) instrument. The accuracy of the locations is sufficient to support the inferred mineral resource confidence classification. No down hole surveys were completed on any of the drill holes due to their shallow depths.

The mineralization is interpreted to be flat in the weathered profile, so the drilling is vertically perpendicular to mineralization and drilled mineralization thickness is interpreted to correspond to true thickness. Any variations to rare earth element distribution within the horizontal layering were not defined.

Drilling was conducted on a grid pattern at spacings of approximately 240 m. The distribution is sufficient to establish the degree of geological and grade continuity appropriate for an inferred mineral resource confidence classification.

Based on the available data, drilling and logging are adequate to support mineral resource estimation.

Auger, sonic and drill core sub-samples submitted for assaying had an average weight of 1 kg. Grab samples had an average weight of 1 kg. For all sample types, field duplicates were completed at a frequency of 1:20 samples. Collected auger sample interval lengths were 1 m, with some variation depending on sample recovery and geological unit boundaries. Sonic drill core samples were split to obtain quarter core sub-samples for assaying. Core sample intervals were typically 1 m in length, with a minimum of 0.55 m and a maximum of 2.0 m, taking into account lithological boundaries.

Sample collection, preparation, and transportation was managed by Rare Earths Americas. Chain-of-custody procedures consist of sample submittal forms sent to the laboratory with sample shipments to make certain that all samples are received by the laboratory.

Density measurements were completed on 225 fragments of sonic drill core, typically about 10 cm in length and 300 cm3 in volume, collected from across deposit. The water displacement method was used for density measurement. Simple averages generated for each material type were assigned to mineral resource models for each deposit.

SGS Geosol in Vespasiano, Minas Gerais, Brazil (SGS Geosol) has been the primary assay laboratory for the Project since mineral exploration sampling commenced in June 2023. SGS Geosol is independent of Rare Earths Americas and holds ISO 9001 certification and 17025 accreditations for selected analytical techniques. Approximately 74% of the exploration drilling assays (3,009 samples) in the database were generated by SGS Geosol. In early 2024, Rare Earths Americas began periodically sending drill samples for preparation to ALS Belo Horizonte, Brazil (ALS Belo Horizonte) and with assaying completed at the ALS Lima facility in Peru (ALS Lima). ALS Belo Horizonte and ALS Lima are independent of Rare Earths Americas, and both hold ISO 17025 accreditations for selected analytical techniques, and ISO 9001 certification. Approximately 26% of the assays (1,049 samples) in the database were generated by ALS Lima.

Sample preparation methods included drying, crushing to 75% passing 3 mm, and pulverizing to 95% passing 75 µm (SGS Geosol) or 85% passing 75 µm (ALS Belo Horizonte). SGS Geosol used a lithium borate fusion followed by inductively-coupled plasma mass spectrometry (ICP-MS) determination for a multi-element suite. ALS Lima used lithium borate fusion followed by an ICP-MS determination (ALS code ME-MS81), to generate a multi-element suite. Both methods provide a total rare earth element analysis, and values for the potentially deleterious elements uranium and thorium. At both laboratories, the assay technique used for major oxides and components was lithium borate fusion followed by ICP optical emission spectroscopy (OES) analysis.

All exploration conducted was accompanied by a quality assurance and quality control (QA/QC) program, which included the systematic insertion of certified reference materials (CRMs), blank material, and the collection of field duplicate samples along with the exploration samples. QA/QC sample results were monitored by the exploration team independently from the analytical laboratories and were periodically reviewed by McGarry Geoconsulting. The results of the QA/QC samples summitted by Rare Earth Americas during exploration do not indicate significant issues with the analytical data. The performance of CRM, blanks and field duplicates indicate satisfactory performance of field sampling protocols and assay laboratories in providing acceptable levels of precision and accuracy.

1.11 Data Verification

Rare Earth Americas maintains all exploration data in a secure, web-based database that incorporates automated validation protocols. The system performs continuous checks for overlapping from–to intervals within assay and geological tables and enforces standardization of lithology, alteration, and assay codes through defined pick lists to ensure consistency in data entry.

Karst Geosolutions concluded, following a site visit, that the majority of the data, drilling, and geological records were well maintained by Rare Earths Americas personnel and comprehensive field procedures were developed.

McGarry Geoconsulting conducted independent validation checks, including: verification of collar coordinates against survey control, review of downhole survey data for consistency, and validation of assay tables for overlapping intervals or values beyond recorded hole depths. The database supplied by Rare Earth Americas was cross-checked against original laboratory certificates and field logs on a representative basis to confirm data integrity. Any discrepancies identified during this process were resolved in collaboration with Rare Earth Americas’ geology team prior to resource estimation. McGarry Geoconsulting is satisfied that the data has been appropriately verified and is adequate to support the mineral resource estimates presented in this Report.

1.12 Metallurgical Testwork

1.12.1 Ionic Adsorption Clay Processing

The processing of ionic adsorption clay rare earth mineralization is an emerging technology that differs significantly from traditional hard rock rare earth extraction methods. Ionic adsorption clay deposits typically host rare earth elements loosely bound to clay particles near the surface. These rare earth elements are not locked within minerals but are instead adsorbed onto the surface of clay minerals, which allows for relatively simple extraction techniques.

The proposed processing route is based on ion-exchange leaching using ammonium sulphate ((NH₄)₂SO₄) solution under acidic conditions (target pH ≈ 2). The acidity enhances ion mobility and exchange efficiency, facilitating the desorption of rare earth elements from the clay matrix. The process takes advantage of the electrostatic nature of rare earth element adsorption onto clays, replacing the rare earth element³⁺ ions with NH₄⁺ ions from solution. This reaction occurs readily under ambient pressure and temperature, provided that solution chemistry (pH, ionic strength, contact time) is properly controlled.

The resulting slurry is then subjected to solid-liquid separation, typically through pressure or vacuum filtration, to produce a pregnant leach solution enriched in rare earth elements. This pregnant leach solution is subsequently processed through chemical precipitation, where specific reagents—commonly oxalic acid or sodium carbonate—are added to selectively remove the dissolved rare earth elements from solution. The precipitated material, known as mixed rare earth concentrate, contains the suite of rare earth elements present in the deposit, except for cerium, which is only minimally recovered in this process due to its prevalent oxidized state. Depending on market requirements and product specifications, the mixed rare earth concentrate may undergo further purification and upgrading stages.

Globally, only a limited number of ionic adsorption clay projects are in production outside of China. The technology remains relatively new, with few operations having progressed to commercial-scale development. In Brazil, the Serra Verde Project, operated by Serra Verde Pesquisa e Mineração Ltda., is currently the only known ionic adsorption clay operation in production, highlighting the early stage of adoption of this processing method within the country.

The technology in use at the Serra Verde operation is considered suitable for application at the Project.

1.12.2 Metallurgical Testwork

ALS Lima carried out bench-scale ammonium sulphate ionic exchange tests using a 0.5 molar (M) ammonium sulfate solution (0.5 moles of solute per liter of solution; ALS code ME-MS19) on 30 g sample aliquots. The samples were agitated in ammonium sulphate solution for 20 minutes and then filtered.

In total, 89% of drill holes were subject to 3,374 ammonium sulphate leach tests during 2024, of which 2,107 are within modelled saprolite estimation domains.

The average TREO-cerium oxide (CeO₂) extraction into leach solution across all deposit areas is 33.7%, with comparable extractions observed for the economically significant magnet rare earths neodymium and praseodymium. Recoveries for dysprosium and terbium were lower at 19% at 22% respectively. Leach extraction varies both between, and within, deposit areas.

Of the samples submitted, 818 samples (42%) contained saprolite with total rare earth oxide concentrations greater than a threshold of >270 ppm TREO–CeO2 extracted into the leach solution. This threshold was applied to determine reasonable prospects for economic extraction during mineral resource estimation.

Cerium was excluded from the threshold because it does not readily leach under the mild acid conditions typical of ionic clay processing. As a result, its extraction does not contribute to leach solution grades and is therefore not considered in determining economic cut-off parameters. For samples above the selected threshold and representative of the mineral resource, the mean leach extraction for rare earth elements was 51.7%, with comparable extractions observed for the economically significant magnet rare earths neodymium and praseodymium. Recoveries for dysprosium and terbium were lower at 32% at 37% respectively.

The leaching results were comparable to those published for ionic adsorption clay projects on adjacent properties and infer that the ionic clay rare earth mineralization is amenable to ionic exchange leaching at standard temperatures, pH, and atmospheric pressure.

The sample distribution covered the defined saprolite mineralization domain used in estimation, ensuring that the extraction data were representative of the mineral resource estimates.

For ionic adsorption clay deposits in general, the most common deleterious elements are thorium and uranium due to their impact on product radioactivity, and iron and aluminum due to their influence on reagent consumption and pregnant leach solution chemistry. Bench-scale leach tests indicated that both elements are largely immobile under the selected ion-exchange leaching conditions, with generally low levels detected in the pregnant leach solution.

1.13 Mineral Resource Estimation

1.13.1 Estimation Methodology

Geological and block modelling was undertaken Leapfrog version 2025.1 with the Edge extension. Statistical analysis was carried out using Snowden Supervisor software version 8.6.

The Constellation Project contains seven deposit domains used for the mineral resource estimation. The deposit areas are defined by property boundaries. The base of saprolite and base of the mottled zone were modelled as offset topography surfaces. The base of saprolite was modelled using manually

digitized control points. The resultant wireframes followed the trend of the topography model and have a 50 m2 resolution. The saprolite geology model was used to control the floor of the estimate extent. The base of mottled zone was a ceiling. A single mineralization domain is generated for each deposit area. Continuity of mineralization was limited by erosional incisions, or barren underlying rock types. The estimate boundary was extrapolated from the nearest drill hole by 100 m on average and occasionally up to 370 m.

For resource estimation, drill hole data were grouped into domains to support statistical and geostatistical analysis. Smaller deposits with limited drilling were combined with nearby, better-informed domains to allow consistent estimation. Three estimation domains were defined: Pedra Preta (including Pio Cipó and Mato Queimado), Roseira (including Clube da Uva), and Varginha (including Andradas).

High grade assays were not capped but retained for grade interpolation using a “clamping” method. McGarry Geoconsulting selected a nominated distance equal to the first search pass radius. Beyond this distance, samples were capped to a nominated 95th percentile from the population statistics.

Compositing was based on the maximum composite length as defined by the dominant sample length of 1 m.

Semi-variogram models were developed for TREO–CeO2 across the Pedra Preta, Roseira, and Varginha estimation domain groups. Experimental semi-variograms were generated, transformed, and assessed for anisotropy before being modelled using two nested spherical structures in addition to a nugget effect.

Mineral resources were estimated using ordinary kriging (OK) into block models created in Leapfrog 2025.1 using the Edge Extension. Fifteen rare earth element grades (La, Ce, Pr, Nd, Sm, Eu, Gd, Tb, Dy, Ho, Er, Tm, Yb, Lu and Y) and deleterious elements uranium and thorium were estimated independently in a univariate sense using the same parameters. The consistent estimation approach was selected to ensure block compositional grade proportions honored those of the input samples. The estimation was in a 5 x 5 x 5 discretization of the block and in the parent cell.

Up to three search passes were used if block was not estimated in the first pass. The first search distance was equal to the variogram range; subsequent searches were undertaken using two and four times this distance with successive searches using more relaxed parameters for selection of input composite data.

Validation of block model grade estimates was completed by visual checks on screen, statistical comparison of composite and block grades, and generation of swath plots.

Mineral resources were classified based on drill spacing and the estimator’s judgment with respect to the proximity of resource blocks to sample locations and confidence with respect to the geological continuity of the saprolite horizons and grade estimates, quality control results, search and interpolation parameters and an analysis of available density information.

Mineral resource estimation is supported by an Initial Assessment. A conceptual open-pit shell was used to constrain the estimate. The shell was defined using a mining cost of US$1.98/t, a processing cost of US$9.39/t, appropriate recovery and dilution factors, and the basket value estimated for each block. A maximum pit slope of 35° was used and the extent of the shell was limited to within the boundary of each tenement.

A marginal reporting cut-off of 1,000 ppm TREO was selected. This threshold is consistent with cut-off grades applied at comparable ionic clay-hosted rare earth deposits developed by open-pit mining and supports a reasonable expectation of economic extraction.

1.13.2 Market Assessment

The Project is expected to produce a mixed rare earth carbonate, an intermediate product used in the manufacture of refined, separated rare earth oxides. These oxides are specialty chemicals, not exchange-traded commodities, and are typically priced in US dollars per kilogram. Pricing is negotiated through private contracts and reflects product purity, oxide composition, delivery terms, and prevailing demand. Payability represents the proportion of contained rare earth elements value (based on spot oxide prices) that is realized upon sale of mixed rare earth carbonate. It depends on the concentration of high-value elements, total rare earth oxide grade, impurity levels, and offtake processing costs. Rare Earth Americas intends to produce a high-quality mixed rare earth carbonate with low impurities and elevated magnet rare earth elements. This Report assumes a payability of 70% relative to the spot value of contained separated oxides.

Rare earth elements are sold as neodymium and praseodymium are the most valuable rare earth elements in rare earth mines due to their relatively high price and large market. Rare earth mineral production is geographically constrained, with about two-thirds of global production occurring in China and another 20% in the U.S. and Australia. The processing of rare earth elements is further constrained, with most processing occurring in China and some elements exclusively being processed in China. With a small market and geographically constrained production, prices for rare earth elements can be volatile.

The expected increase in demand, and high price volatility, means that commodity pricing for rare earth studies is predominantly based forecasts made by expert research companies such as Adamas Intelligence. Rare Earth Americas have used the average rare earth oxide price over a 10-year period up to 2040 forecast by Adamas Intelligence in their Q1 2025 Rare Earth Pricing Quarterly Outlook. This period is selected to align with potential timeframes for construction of all infrastructure and mining of the deposit. Prices include 13% value-added tax; forecast prices are in Real 2025 US dollars.

For each block, a “basket value” was calculated as the sum of the forecast prices for individual recovered rare earth oxides, adjusted by their typical proportion in the recovered TREO mix and a payability assumption of 70%. The average basket price was estimated at US$44.4 per kilogram of recovered TREO. This block-level basket value served as an input into a Lerchs–Grossmann optimization process, which was used to define a resource-constraining shell for mineral resource reporting and evaluation of reasonable prospects of economic extraction.

1.13.3 Mineral Resource Statement

Mineral resources are reported using the mineral resource definitions set out in SK1300. The reference point for the estimate is in situ. The estimate is current as at 31 October 2025.

The third-party firm responsible for the estimate is McGarry Geoconsulting, Corp.

Table 1‑1: Constellation Project Mineral Resource Estimate

Notes to accompany mineral resource table:

Factors That May Affect the Mineral Resource Estimate

Factors which may affect the mineral resource estimates include the following.

1.14 Risks and Opportunities

1.14.1 Exploration and Geology Risks

The following risks were identified:

1.14.2 Mineral Resource Estimate Risks

The following risks, in addition to those identified in Chapter 1.13.4, were also identified:

1.14.3 Environmental, Social and Permitting Risks

The following risks were identified:

1.15 Opportunities

1.15.1 Exploration and Geology Opportunities

The Constellation Project is in a geological and mining jurisdiction that was previously underexplored for rare earth elements. Rare Earth Americas are building an extensive and well-informed database of information which will provides an opportunity to assess the optimal exploration targeting strategy and exploration potential for the Project.

The drilling and sampling completed to date indicate the presence of additional rare earth element mineralization outside the currently defined resource areas. These results highlight the potential for resource expansion through further auger, sonic and core drilling, as well as systematic follow-up of untested and partially tested targets within the project area.

1.15.2 Mineral Resource Opportunities

Opportunities exist to increase the known mineralization extent by additional work including infill and extensional drilling at depth.

1.16 Conclusions

Drilling has consistently intersected significant rare earth element-bearing saprolite, frequently exhibiting magnet rare earth oxide (MREO) enrichment with depth.

The data verification programs undertaken on the data collected from the Project support the geological interpretations and the analytical and database quality, and therefore the data can be used for mineral resource estimation.

The metallurgical dataset is considered adequate to support the current mineral resource estimate. The bench-scale leach tests replicate the proposed ammonium sulphate ion-exchange process and are relevant to the ionic clay deposit class. The systematic sampling captures both lateral and vertical variability, and the recoveries allow an inference of bulk-scale behavior at the current resource development stage.

In the opinion of the Qualified Person, all material issues relating to the relevant technical and economic factors that may influence the prospect of eventual economic extraction at the Project can reasonably be resolved with further work. While certain factors, such as leaching performance at bulk sample scale, the quality of a potential mixed rare earth carbonate product, the geotechnical characterization of proposed infrastructure sites, and the permitting framework, require additional data and assessment, none are currently identified as fatal flaws.

Additional work is warranted, and a two-phase work program is recommended (see Chapter 1.17).

1.17 Recommendations

The Constellation Project hosts rare earth element mineral resource that warrants further exploration and evaluation. A two-phase work program is recommended. Phase A will focus on generating additional exploration data and materials, while Phase B will address targeted testwork and technical analysis.

Phase A aims to improve understanding of the controls on mineralization and to delineate additional prospective zones in regional exploration concessions. Infill drilling and technical studies will be undertaken to potentially upgrade mineral resources from the inferred to higher-confidence mineral resource classifications. Phase A is estimated to require a budget of US$3.34 million to complete.

Results from Phase A exploration will provide representative drill samples for metallurgical testing and will provide a basis for an updated appraisal of the deposits. If results are positive the Project will advance to Phase B, which will involve the analysis of key modifying factors, including mining and processing considerations, to update the Initial Assessment and mineral resource estimates. Phase B is estimated to require a budget of US$1.15 million.

Collectively, Phase A and Phase B will require an overall budget of US$4.49 million

2.0 INTRODUCTION

2.1 Introduction

This technical report summary (the Report) was prepared for Rare Earths Americas, Inc. (Rare Earths Americas) on the Constellation ionic adsorption clay project (the Project) in Southern Minas Gerais, Brazil. The Project location is shown in Figure 2‑1.

Figure 2‑1: Project Location Plan

Note: Figure prepared by Rare Earths Americas, 2025.

2.2 Terms of Reference

2.2.1 Report Purpose

The Report was prepared to support the initial registration statement filed by Rare Earth Americas and is included as an exhibit to Form S-1, initially filed on November 12, 2025, pursuant to Regulation S-K 1300.

The Report provides initial disclosure of mineral resource estimates for rare earth element mineral deposits on seven properties within the Constellation Project: Pio Cipó, Pedra Preta, Roseira, Varginha, Mato Queimado, Clube da Uva and Andradas. These nearby but non-contiguous deposits are located on tenements in distributed across an area 20 km east–west by 20 km north–south and collectively contain the mineral resources estimated for the Project.

2.2.2 Terms of Reference

Unless otherwise indicated, the metric system is used in this report for mineral resources. Mineral resources are reported using the definitions in Regulation S–K 1300 (SK1300), under Item 1300. Monetary values use the United States (US) dollar unless otherwise indicated. The Brazilian currency is the real (BRL). The Report uses United States English.

2.3 Qualified Persons

This Report was prepared by the following third-party firms which are acting as the Qualified Persons (QPs) for the Report:

The QP responsibilities for Report chapters and sub-sections are set out in Table 2‑1.

Table 2‑1: QP Responsibilities

2.4 Site Visits and Scope of Personal Inspection

2.4.1 McGarry Geoconsulting Corp.

McGarry Geoconsulting visited the Project area on August 17 and 18, 2025. During that visit, McGarry Geoconsulting reviewed:

2.4.2 Karst Geo Solutions

Karst Geo Solutions visited the Project area from 29–30 June, 2024. During that visit, Karst Geo Solutions:

2.5 Report Date

The Report is current as at October 31, 2025.

2.6 Information Sources and References

The reports and documents listed in Chapter 24 and Chapter 25 of this Report were used to support Report preparation.

Rare Earths Americas personnel and consultants retained by Rare Earths Americas provided input to McGarry Geoconsulting and Karst Geo Solutions in their areas of expertise on request.

2.7 Previous Technical Report Summaries

Rare Earths Americas has not previously filed a technical report summary on the Project.

3.0 PROPERTY DESCRIPTION

3.1 Introduction

The Project is located approximately 190 km north of São Paulo, Brazil’s largest city.

The Project consists of non-contiguous tenement blocks situated in the southern part of Minas Gerais State and in neighboring São Paulo State, which together comprise the Constellation Project.

This Report discloses mineral resources for deposits on seven nearby but non-contiguous tenements in Minas Gerais which have a combined area of approximately 14.4 km2. Tenements are distributed across an area 20 km east–west by 20 km north–south. The centroid of this area is located at approximately 46°32' W and 21°55'S (342,000E, 7,576,800N SIRGAS 2000 UTM Zone 23S).

Deposit centroids include:

3.2 Property and Title in Minas Gerais

3.2.1 Overview

Under Brazilian laws, the Federal Government owns all mineral resources. Under Article 176 of the Brazilian Constitution, all mineral deposits (jazidas) belong to the Federal Government, whether or not the deposits are in active production. Mineral rights are distinct from surface rights.

Mining is regulated by Decree-Law 227, 1967 (the Mining Code), Mining Regulations that came into force in December 2017, and other regulations issued by the National Mining Agency (ANM), formerly known as National Department of Mining Production (DNPM).

Brazil also has legislation and legal guarantees related to the exploitation and use of water rights.

3.2.2 Mineral Title

The Brazilian legal system for obtaining and maintaining mining rights and access to mineralized real estate properties is regulated by the Federal Constitution (article 176), by the Mining Code (Decree-Law no. 227/1967), by the regulation of the Mining Code (Decree No. 9.406/2018) and by ANM legislation.

The mineral title acquisition process begins with an Application for Exploration Permit. In Brazil, mineral titles are administered through an online GIS-based cadastral system known as SIGMINE (Sistema de Gestão de Informações Minerárias or Mining Information Management System). All exploration license applications are submitted electronically by selecting predefined grid polygons on the digital map, which establishes priority on a first-come, first-served basis. Physical ground staking is not required.

Once an application is accepted, an exploration permit (Alvará de Pesquisa) is issued, granting the holder exclusive rights to conduct exploration within the defined area, subject to reporting and compliance requirements set by the National Mining Agency (ANM). The grant is published in the Federal Gazette.

The exploration permit, which has a 3 to 6 year term, allows the license holder to conduct exploration activities. At the end of the permit term, the license holder must provide an Exploration Technical Report (Relatório Final de Pequisa) to the ANM. On December 30, 2022, Law No. 14514/2022 was published, extending the term of the exploration permit to 4–8 years; however, no regulations to accompany the law had been promulgated at the Report date.

The requirements for applying for a renewal of exploration permits are:

If the extension request is granted, the renewal will take place according to the term requested by the holder of the mining right, which can be between 1–4 years. The term of the exploration permit can be renewed more than once under specific situations that are established in the Brazilian mining code.

If no application is made to extend the license tenure, or convert it to a ‘mining permit’, the tenure expires.

Following a positive review of the Final Exploration Report, the license holder then has a year in which to apply for a mining concession over any discovered deposit. A mining concession application must include an Economic Exploitation Plan (Plano de Aproveitamento Econômico or PAE), which must be prepared by a legally qualified professional. Once the PAE is presented, the ANM requires an installation license (Licença de Instalação or LI) that is granted by an environmental licensing agency. If the license has not been issued yet, the holder must update ANM with the progress of the environmental licensing process by providing reports every 180 days. Once the LI is granted, it will be lodged with the Agency

and, if the PAE is approved, a mining concession will be granted; the grant is published in the Federal Gazette. To start operations, an environmental operation license (Licença de Operação) is also required.

Mining activities must start within six months of the mining concession grant and annual production reports must be provided to the ANM. Assuming all other conditions are met, a mining concession remains valid until the deposit is depleted. Mining operations must be in accordance with the Economic Exploitation Plan approved by ANM. If additional minerals are discovered, ANM must be notified of the discovery, and the mining concession license must be amended to include the new list of minerals before those minerals can be commercially produced and sold.

3.2.3 Surface Rights

Surface rights in Brazil are separate from mineral rights. Under Article 176 of the Federal Constitution and Article 6 of the Brazilian Mining Code (Decree-Law No. 227/1967), mineral resources are the property of the Union, while surface land remains under private or public ownership. Mineral rights holders are granted the right to access and use areas required for exploration and mining operations, subject to regulatory approval.

According to Articles 27 and 64 of the Mining Code, mining right holders may obtain rights of way and easements over public and private lands necessary for the exercise of their mining activities. These rights may include temporary occupation or permanent access, as required by the project.

In most cases, the mining rights holder enters into a private agreement with the surface landowner, which includes a negotiated compensation fee for land use or disturbance. However, where no agreement can be reached, Article 27 allows the mining rights holder to apply to a local court to obtain judicial access. The court may authorize access and establish the compensation amount to be paid to the surface owner, often with input from independent appraisers.

3.2.4 Water Rights

All waters are in the public domain, and are separated into:

Law 9,433 of 1997 established the National Water Resources Policy, created the National Water Resources Management System, and defined a catchment (river) basin as the unit for water resource planning. The law includes the principle of multiple water uses, thereby putting all user categories on an equal footing for access to water resources.

The organizational framework administering water includes the National Water Resources Council, State Water Resources Councils, River Basin Committees, State Water Resources Management Institutions, and Water Agencies.

In 2003, to facilitate the management of Brazilian water resources, the country was divided into 12 hydrographic regions; however, these do not coincide with the 27 state political divisions. The National Water Resources Council is responsible for resolving disputes over use of water for basins at the Federal level, and for establishing guidelines necessary to implement the institutional framework and instruments contained in the National Water Resources Policy. The State Water Resources Councils are responsible for basins at the State level. The State Water Resources Management Institutions are responsible for implementing the guidelines set by the State Water Resources Councils. The River Basin Committees and Water Agencies cover the actual water regions, which may be part of more than one State.

3.2.5 Government Mining Taxes, Levies or Royalties

Federal Government

All mining permits in Brazil are subject to state and landowner royalties, pursuant to article 20, § 1, of the Constitution and article 11, "b", of the Mining Code. In Brazil, the Financial Compensation for the Exploration of Mineral Resources (Compensação Financeira por Exploração Mineral or CFEM) is a royalty to be paid to the Federal Government at rates that can vary from 1–3.5%, depending on the substance. The CFEM rates for mining rare earth elements are 2%.

Under the CFEM terms, the royalty is expected to be paid:

The basis for calculating the CFEM varies, depending on the event that causes the payment of the royalty.

Landowner royalties could be subject of a transaction, however, if there is no agreement to access the land or the contract does not specify the royalties, article 11, §1, of the Mining Code sets forth that the royalties will correspond to half of the amount paid as the CFEM.

State Government

Mining permits in the State of Minas Gerais are subject to a separate inspection fee, the Taxa de Fiscalização de Recursos Minerais (State Inspection Fee), pursuant to State Law No. 19.976/2011 and regulated by Decree No. 45.936/2012. The State Inspection Fee is intended to cover the cost of oversight and monitoring of mineral resource activities within the state.

The State Inspection Fee is calculated based on the tonnage of material extracted. The rate is fixed at 1 UFEMG per tonne of mineral substance (where the UFEMG is the Fiscal Unit of Minas Gerais, and is currently set at BRL 5.53 (US$1.00) for the 2025 fiscal year). The State Inspection Fee applies to all entities engaged in mineral extraction, research, and processing within Minas Gerais.

All concessions that currently host mineral resources are in the State of Minas Gerais. Exploration concessions 820611/2022, 820610/2022 and 832149/2022 are located in in the state of São Paulo and are subject to the Taxa de Controle, Acompanhamento e Fiscalização das Atividades de Pesquisa, Lavra, Exploração e Aproveitamento de Recursos Minerais (Fee for Control, Monitoring and Inspection of Research, Mining, Exploration and Use of Mineral Resources or TFRM), established by State Law No. 13.577/2009. The TFRM is levied on each tonne of mineral extracted within São Paulo, with rates adjusted annually by the State Treasury.

3.3 Ownership

The Project that is the subject of this Report comprise 21 concession areas totaling 5,948 hectares (see also Chapter 3.4) of which:

Private option agreements between Rare Earth America’s wholly-owned subsidiary Alpha Minerals Brazil Participações Ltda (Alpha Minerals) and the respective landowners grant Rare Earth Americas the exclusive right to access, enter and occupy each property for the purpose of mineral exploration and, upon exercise of the option, to obtain mineral rights for each property. A summary of the option agreements is given in the following sub-sections.

3.3.1 Mineração Andradense Ltda

Alpha Minerals entered into an agreement with Mineração Andradense Ltda on August 17, 2023, covering tenements 800.572/1969, 808.966/1968, and 804.059/1971. A down payment of R$150,000 (R$50,000 per concession) equal to US $30,120 was paid on 17 August 2023 (when the exchange rate was approximately US $1 = R$ 4.98). Upon lease authorization by ANM, the lessee must pay US$1,000,000 for each concession it elects to lease. From the start of mining, the lessor will receive variable monthly remuneration equal to 5% of net revenue from concession production.

3.3.2 JJBF Ltda

Alpha Minerals entered into an agreement with JJBF Ltd. in December 2024 covering tenement 813.944/1971. If the call option is exercised, Alpha Minerals will pay US$15,000,000 in three stages linked to Rare Earth Americas’ public placement: US$1,000,000 in cash plus US$4,000,000 in Rare Earth America shares on the placement date, US$5,000,000 in shares within 12 months, and US$5,000,000 in shares within 24 months. If the placement does not occur by 31 December 2025, the option may be extended for 12 months by mutual agreement upon payment of US$100,000.

3.3.3 Terra Goyana

Alpha Minerals signed an agreement with Terra Goyana in February 2024 covering tenements 832.149/2022 and 832.150/2022 (Terra Goyana), 818.865/1971 (Bautek), 830.914/2013 (Edem), 806.199/1973 (Sintertec), and research permit application 832.221/2021 (Bautek). The agreement is valid through 20 February 2026. An option premium of US$1,000,000 is payable by 30 June 2025 or upon exercise notification, whichever comes first, with payment negotiated to be made by 31 July 2025. The exercise price is US$5,160,000, payable in shares or cash at Alpha’s discretion within 30 days of exercise notice. If a Liquidity Event (such as Rare Earth Americas becoming a public company) does not occur by 30 June 2026, the option term may be extended for up to two additional periods of 4.5 months each, subject to a supplementary premium of US$300,000 per extension. No royalties apply under this agreement.

3.4 Mineral Title

Rare Earth Americas controls 21 granted mineral titles registered with Brazil’s National Mining Agency that cover a total area of approximately 59.5 km².

There are six mining concessions, and 15 exploration permits. These are listed in Table 3‑1 and shown on Figure 3‑1. Information on reporting, payments to retain, other obligations are provided in Table 3‑1 or as footnotes to that table.

For the properties hosting the mineral resource estimates in this report, Rare Earth Americas controls 100% of the mineral rights per one or more of the agreement scenarios described in Section 3.3. The Project includes seven mineral resource deposit areas within the following concessions:

The concessions listed in Table 3‑1 are granted for a range of commodities as defined under the Mining Code. The ANM process permits the holder to adjust the commodity title prior to the granting of a mining concession, provided the holder demonstrates technical justification through exploration results.

In addition to the titles listed in Table 3‑1, Rare Earth Americas holds title to 19 concessions in non-contiguous blocks distributed across the broader region. Collectively, these concessions cover 18.9 km² and to date have not been the subject of significant mineral exploration work. No formal assessment of their exploration potential has been made and they are not included in the Project area that is the subject of this Report.

3.4.1 Third Party Mineral Rights

Concession 808.966/1968 which hosts the Varginha deposit is partially overlapped by an exploration license application and a mining license application both made by Varginha Mineração Ltda, as well as an exploration concession held by Indústrias Nucleares do Brasil related to a historical uranium exploration project. These overlaps are not considered material, as the concession dates from 1968 and, under the Brazilian mining priority system, has priority over subsequent overlapping rights, which are subordinate and cannot prevail.

3.5 Surface Rights

To the Report date, Rare Earth Americas has secured verbal agreements and signed consent declarations from landowners that allow for exploration and drilling activities within the Constellation Project area. However, Rare Earth Americas does not currently hold formal surface access agreements for activities beyond exploration and drilling. Negotiations for such agreements have not yet commenced. Rare Earth Americas intends to initiate formal discussions regarding broader surface rights as the Project progresses.

All concessions hosting mineral resources listed in Table 3‑1 have sufficient area to accommodate mining activities. In addition, there is sufficient space within the existing Pio Cipó tenement, outside the defined mineral resource area, to host the infrastructure required for any potential processing operation.

Table 3‑1: Mineral Title Summary Table]

Notes:

Figure 3‑1: Mineral Title Location Plan

Note: Figure prepared by Rare Earths Americas, 2025.

At this stage, any additional land required outside the current mineral title package is expected to be limited in extent and could be purchased or leased within the local district. The area surrounding the Constellation Project is largely rural and industrial, comprising privately held pastoral and agricultural land, and land availability is not currently considered by Rare Earths America to be a constraint.

3.6 Water Rights

Rare Earth Americas has not obtained any permits or agreements to extract water for exploration at the Constellation Project. Exploration to the Report date has not required water use. Future core drilling may require water, which could be commercially supplied via tankers or obtained under an agreement for temporary extraction from local sources.

Any future mining and processing operations will require a dedicated water supply. This could be sourced through commercial supply from nearby storage facilities and/or through permitted surface or groundwater extraction.

3.7 Royalties

All project concessions are subject to the CFEM (see Chapter 3.2.4.) and the State Inspection Fee. In addition, the following concessions amounting to 40% of disclosed mineral resource tonnes are subject to a private royalty equal to 5% of net revenue from concession production in favor of Mineração Andradense Ltda:

A further private royalty equal to 2.5% of gross revenue from concession production in favor of Brazil Royalty Corp Participações e Investimentos Ltda. applies to concession:

3.8 Encumbrances

Rare Earth Americas have advised McGarry Geoconsulting that it is not aware of any restrictions, liabilities, or claims affecting the Constellation Project mineral titles. To the company’s knowledge, there are no material environmental protections, community access rights, or other encumbrances that would materially impact exploration or potential development activities, aside from localized infrastructure considerations described in Section 3.8.1 below.

A portion of regional exploration tenement 833012/2022, which does not host mineral resources, is intersected by a Municipal Environmental Protection Area. While designation does not constitute a title encumbrance and mining within such areas is not prohibited, activities in such areas are subject to additional environmental licensing and permitting requirements. These requirements are not considered material for the Constellation Project at this time.

3.8.1 Power Transmission Lines

Tenement 818.865/1971, which hosts the Pio Cipó deposit, is bisected by transmission lines that pass in a north south direction across the central portion of the deposit and fall within 250m wide corridor that covers approximately 4% of the reported mineral resource tonnes for the deposit. In addition, two regional exploration tenements 820612/2022 and 832.965/2022, which do not host mineral resources, are partially intersected by transmission lines.

The presence of the transmission lines does not affect the good standing of the REA tenements, however, exploration and mining activities within the affected area may be restricted to prevent damage to the infrastructure.

The ANM may require a reduction or modification of the mineral rights to remove interference where it is demonstrated that exploration or mining activities are incompatible with the operation and maintenance of the infrastructure, and that the public interest is better served by maintaining the transmission lines.

3.9 Environmental Considerations

Current activities at the Project are limited to mineral exploration. In Minas Gerais, the Secretaria de Estado de Meio Ambiente e Desenvolvimento Sustentável (the State Secretariat for Environment and Sustainable Development) is the designated authority responsible for monitoring environmental compliance, including the rehabilitation of drill pads and other surface disturbances resulting from exploration activities.

All exploration work undertaken to date, including auger drill pad construction and access road development, has been conducted in accordance with applicable state and local environmental regulations.

Rare Earth Americas acknowledges that any future advancement beyond the exploration stage will be subject to additional environmental permitting at both the state and federal levels. This will include requirements for environmental impact assessments, stakeholder engagement, and site rehabilitation plans.

3.9.1 Environmental Liabilities

Within the Roseira permit, trial mining of bauxite was conducted by the underlying titleholder over an area of approximately 0.1 km². No obvious remediation or rehabilitation was observed during site inspections, and the disturbance remains visible. The affected ground consists of shallow excavation pits and limited waste piles, which may represent a localized environmental liability.

Within the Preta Preta permit, limited mining of clay was conducted by the underlying titleholder over an area of approximately 0.05 km². The affected ground consists of shallow excavation pits and trenches, some of which are flooded, as well as small waste piles and stockpiles. These may represent a localized environmental liability.

Both the Roseira and Pedra Preta properties are currently held by Rare Earth Americas under option, and any outstanding environmental liabilities related to historical activities warrant review, should the option be exercised.

Agriculture, forestry, and ranching occur across the Project area, most intensively on the Roseira, Varginha, and Pio Cipó properties. Rare Earth Americas should determine whether environmental baseline studies are required to identify potential liabilities associated with these activities.

To the extent known to McGarry Geoconsulting, there are no environmental liabilities on the Project other than those discussed above.

3.10 Permitting Considerations

3.10.1 Permitting Requirements

Current Permit Status

The Project is currently at the exploration stage. All exploration activities to the Report date were conducted in accordance with applicable federal and state regulations. The Project is located in the state of Minas Gerais, Brazil, and is subject to oversight by both ANM, the federal mining authority, and the Secretaria de Estado de Meio Ambiente e Desenvolvimento Sustentável (State Secretariat for the Environment and Sustainable Development or SEMAD), which is responsible for environmental permitting at the state level.

Next Permitting Milestones

In Brazil, mineral rights are granted on a per-substance basis. For the six tenements with mining concessions originally issued for other minerals, Brazilian law requires that any newly-identified substances be formally reported to the ANM. Under Law No. 13,575/2017 and Decree No. 9,406/2018, concession holders may continue research within granted areas to expand mineral reserves or identify new economic substances without requesting a new exploration permit.

The next permitting milestones will include:

Future Permitting Milestones

Following acceptance of the Final Exploration Report, Rare Earth Americas will prepare and submit an Economic Development Plan. The Economic Development Plan, which will be supported by a scoping study, must demonstrate the technical and economic viability of the proposed mining operation to ANM. Approval of the Economic Development Plan by ANM is required prior to the issuance of a mining concession.

In parallel with the ANM process, Rare Earth Americas will initiate the environmental licensing process with SEMAD. This process typically consists of three stages:

Each license is granted following the submission and review of the required environmental impact assessments and supporting documentation.

3.10.2 Permitting Timelines

For the six tenements with mining concessions, Rare Earth Americas intends to communicate the discovery of rare earth elements to the ANM once their economic significance has been confirmed through a scoping study. Completion of the study will require an additional phase of drilling, currently planned for 2026/2027.

The results of this program would support the preparation and submission of a Final Exploration Report in about 2027/2028. Following ANM approval of the Final Exploration Report, Rare Earth Americas would have 12 months to submit a specific Economic Utilization Plan for rare earth elements.

If the Economic Utilization Plan is accepted, the existing mining concessions could be amended to include rare earth elements as economically exploitable substances by approximately 2028. In parallel, any inclusion of rare earth elements within the concessions will require review and, if necessary, amendment of the current environmental operating license (Licença de Operação) to incorporate the new mineral and related processing activities.

For the 15 tenements with granted exploration permits, Rare Earth Americas is undertaking the work necessary to support the preparation of Final Exploration Reports which are due at various dates in 2026 and 2027.

All permitting efforts will be aligned with the advancement of the Project toward more detailed studies.

3.10.3 Permit Conditions

For all permits, the applicant must be legally established in Brazil and in good standing with the relevant authorization authorities. Table 3‑2 summarizes application and permit requirements.

Table 3‑2: Application and Permit Requirements

3.10.4 Violations and Fines

There are no current material violations or fines as understood in the United States mining regulatory context that apply to the Project.

3.11 Social Considerations

No stakeholder consultations have been undertaken to date in relation to the Constellation Project.

3.12 Significant Factors and Risks That May Affect Access, Title or Work Programs

To the extent known to McGarry Geoconsulting, there are no other significant factors and risks that may affect access, title, or the right or ability to perform work on the Project that are not discussed in this Report.

4.0 ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY

4.1 Physiography

The Poços de Caldas region is characterized by an elevated plateau with steep escarpments and a roughly circular morphology of approximately 35 km in diameter. This elevated structure is the surface expression of the Poços de Caldas alkaline complex, one of the world’s largest alkaline intrusions.

4.1.1 Elevation

The plateau reaches elevations of 1,300 to 1,600 meters above sea level (masl), contrasting sharply with the surrounding lower relief terrain (around 800–1,000 masl).

The permits that host mineral resource estimates range in elevation from 1,250 masl to 1350 masl. The highest elevations occur on the Pedra Preta tenement at the center of the Poços de Caldas alkaline complex where they reach 1450 masl. The lowest elevation of 950 masl occurs on the Andradas tenement where a valley intersects the southern rim of the Poços de Caldas alkaline complex.

4.1.2 Topography

On the Pio Cipó, Roseira, Varginha tenements, topography is gently undulating with hills bisected by subdued radial and dendric drainage, with changes in elevation limited to 100 m or less.

The Pedra Preta tenements, at the centre of the complex, occur on a broad, elevated crest extending to a maximum elevation of 1,450 masl, which is 100 m higher than the surrounding north–northwest orientated drainage channels.

The Andradas tenements on the southern rim of the Poços de Caldas alkaline complex are characterised by a roughly east–west ridgeline that is intersected by a radial drainage depression resulting in a steep elevation difference of approximately 400 m across the tenement areas.

4.1.3 Vegetation

The Poços de Caldas Plateau lies in a transition zone between the seasonal semi-deciduous forests of the Atlantic Forest biome and the High-altitude grassland savanna formations of the Cerrado biome.

Most of the tenement areas have been altered by agricultural activities. The Poços de Caldas basin supports a diverse range of farming activities, including temporary crops such as beans, onions, potatoes, soybeans, corn, and various horticultural products, as well as permanent crops such as olive trees. The region also contains planted forest areas, primarily composed of eucalyptus plantations.

A summary of the main vegetation types is given in Table 4‑1 for tenements hosting mineral resources at the Constellation Project.

Table 4‑1 Description of Vegetation

Overall, the vegetation cover across the Project area has been extensively modified by agricultural and plantation use. Protected native forest biomes are limited in extent, and the current land use is compatible with the current stage of mineral project development.