MP Materials (MP) 10-K risk factor changes: FY2021 vs FY2020

See* *[“Cautionary [removed: Note](#icd2d4b2fb506464a9cd2c7261b7d8c93_606) [Regarding] [added: Note Regarding] Forward-Looking [removed: Statements](#icd2d4b2fb506464a9cd2c7261b7d8c93_606)[”](#icd2d4b2fb506464a9cd2c7261b7d8c93_606)*] [added: Statements”](#i8ee915207ea04d95a548923ad88c977a_10)*] *above.*

- The production of rare earth products is a capital-intensive business and the completion of our Stage II [removed: optimization] project at [removed: the] Mountain Pass [removed: facility] will require the commitment of substantial resources; unanticipated costs or delays associated with our ongoing Stage II [removed: optimization] project could have a material adverse effect on our financial condition or results of operations.

[removed: - The] [added: The] actual amount of capital required for the Stage II [removed: optimization] project at [removed: the] Mountain Pass [removed: facility] may vary materially from our current estimates, in which case we may need to raise additional funds, which could delay completion and have a material adverse effect on our business and financial [removed: condition.][added: condition.]

- Our continued growth depends on our ability to complete the Stage II [removed: optimization] project at [removed: the] Mountain [removed: Pass facility,] [added: Pass,] which is our only rare earth mining and processing facility.

- We currently rely on Shenghe to purchase [removed: all] [added: the vast majority] of our rare earth concentrate product on a “take-or-pay” basis and sell that product to end users in China; we cannot assure you that they will continue to honor their contractual obligations to purchase and sell our products, or that they will make optimum efforts to market and sell our products.

- We may not be able to convert current commercial discussions with customers for the sale of REO [removed: products] [added: products, alloy flake and magnets] into contracts, which may have a material adverse effect on our financial position and results of operations.

- Changes in China’s political environment and policies, including changes in export policy or the interpretation of China’s export policy and policy on rare earths production or the import of rare earth [removed: feedstock] [added: feedstock,] may adversely affect our financial condition and results of operations.

- We may be adversely affected by fluctuations in demand for, and prices of, rare earth minerals and [removed: products.][added: products, alloy flake and magnets.]

The production of rare earth products is a capital-intensive business and the completion of our Stage II [removed: optimization] project at [removed: the] Mountain Pass [removed: facility] will require the commitment of substantial resources.

Unanticipated costs or delays associated with our ongoing Stage II [removed: optimization] project could have a material adverse effect on our financial condition or results of operations.

The completion of our Stage II [removed: optimization] project at [removed: the] Mountain Pass [removed: facility] will require the commitment of substantial resources and capital expenditures.

Our estimated expenses may increase as consultants, personnel and equipment associated with our efforts are [removed: added.][added: added, and as a result of inflationary pressures in the United States.]

The progress of [removed: our] Stage [removed: II optimization project,] [added: II,] the amounts and timing of expenditures and the success of this project will depend in part on the following: (a) the operational resumption of a portion of the existing process, plant and equipment, certain of which is currently in a [removed: cold-idle] [added: care-and-maintenance] state, and the further enhancement and development of such existing process, plant and equipment; (b) our ability to timely procure new equipment [removed: or repair existing equipment,] [added: and materials,] certain of which may involve long [removed: lead-times;] [added: lead-times, or to repair existing equipment;] (c) [added: the failure of service providers or vendors to meet contractually-negotiated delivery or completion deadlines; (d)] maintaining, and procuring, as required, applicable federal, state and local permits; [removed: (d)] [added: (e)] the [removed: results] [added: incorporation] of [removed: consultants’ analysis] [added: project change orders, due to engineering, process, health] and [removed: recommendations; (e)] [added: safety, or other considerations; (f)] negotiating contracts for equipment, earthwork, construction, equipment installation, labor and completing infrastructure and construction work; [removed: (f)] [added: (g)] impact of planned and unplanned shut-downs and delays in our production; [removed: (g)] [added: (h)] impact of stoppages or delays on construction projects; [removed: (h)] [added: (i)] disputes with contractors or other third parties; [removed: (i)] [added: (j)] negotiating sales and offtake contracts for our planned production; [removed: (j)] [added: (k)] the execution of any joint venture agreements or similar arrangements with strategic partners; [removed: (k)] [added: (l)] the impact of COVID-19 or similar pandemics on our business, our strategic partners’ or suppliers’ businesses, logistics or the global economy; and [removed: (l)] [added: (m)] other factors, many of which are beyond our control.

Unanticipated costs or delays associated with our Stage II [removed: optimization] project could have a material adverse effect on our financial condition or results of operations and could require us to seek additional capital, which may not be available on commercially acceptable terms or at all.

The anticipated funding required to complete the Stage II [removed: optimization] project at [removed: the] Mountain Pass [removed: facility] is based on certain estimates and assumptions we have made about the additional equipment, labor, permits and other factors required to complete the project.

If any of these estimates or assumptions change, the actual timing and amount of capital required to complete the Stage II [removed: optimization] project may vary materially from what we anticipate.

Our continued growth depends on our ability to complete the Stage II [removed: optimization] project at [removed: the] Mountain [removed: Pass facility,] [added: Pass,] which is our only rare earth mining and processing facility.

Our only rare earth mining and processing facility at this time is [removed: the] Mountain [removed: Pass facility.][added: Pass.]

Our continued growth is based on successfully completing the Stage II [removed: optimization] project and reaching anticipated production rates for the separation of REE in accordance with our expected timeframe.

The deterioration or destruction of any part of [removed: the] Mountain [removed: Pass facility,] [added: Pass,] or a delay in the procurement of any necessary equipment, may significantly hinder our ability to reach or maintain anticipated production rates within the expected time frame or at all.

If we are unsuccessful in reaching and maintaining expected production rates for REO at [removed: the] Mountain [removed: Pass facility,] [added: Pass,] including by failing to reach anticipated throughput, recoveries, uptimes, yields, or any combination thereof, [removed: within expected time frames or at all, we may not be able to build a sustainable or profitable business as currently expected or at all.]

We currently rely on Shenghe to purchase [removed: all] [added: the vast majority] of our rare earth concentrate product on a “take-or-pay” basis and sell that product to end users in China.

While Shenghe is obligated under the A&R Offtake Agreement to purchase all of the rare earth concentrate product [added: meeting certain minimum specifications] on a “take-or-pay” basis (such that they are obliged to pay for product even if they are unable or [added: unwilling to take delivery), we cannot guarantee that Shenghe will continue to purchase all of the products that it is contractually bound to purchase or products that do not meet these specifications.]

[removed: Additionally,] [added: In addition,] Shenghe sells the rare earth concentrate it acquires under [removed: our] [added: the] A&R Offtake Agreement to customers in China who separate and extract the individual rare earth elements from our rare earth concentrate.

We do not control the amount and timing of resources that Shenghe will dedicate to their sales [removed: efforts, which could impact the duration of the A&R Offtake Agreement.][added: efforts.]

Under the A&R Offtake Agreement, Shenghe is entitled to retain their gross profits from the sales of our products, and those gross profits are credited against the [removed: prepayment funding provided by Shenghe.][added: Prepaid Balance (as defined in [Note 4, “Relationship and Agreements with Shenghe,”](#i8ee915207ea04d95a548923ad88c977a_175) in the notes to the Consolidated Financial Statements).]

When Shenghe has recouped all of [removed: its prepayment funding,] the [added: Prepaid Balance, the] A&R Offtake Agreement will terminate.

[removed: Any] [added: Therefore, any] decline or delay in Shenghe’s sales efforts [removed: will prolong] [added: could reduce sales prices or sales volumes, which could impact] the duration of the A&R Offtake Agreement.

Currently, we sell [removed: all] [added: the vast majority] of our rare earth concentrate product to Shenghe on a take-or-pay basis under our A&R Offtake Agreement.

After the A&R Offtake Agreement terminates, we [removed: will] [added: may] no longer have a contractual agreement requiring Shenghe to purchase rare earth products from [removed: the] Mountain Pass [removed: facility.][added: unless we negotiate a new agreement.]

We are actively working on our Stage II [removed: optimization] project, which includes installing a concentrate drying and roasting circuit, [removed: reconfiguring] [added: upgrading] and restarting the product leaching circuit, recommissioning separation and extraction circuits, improving [added: materials handling and brine] management capability, and enlarging product finishing capacity to re-establish the full capability to produce separated, individual rare earth products at Mountain Pass.

Upon reaching anticipated production rates for REO and other planned downstream products at [removed: the] Mountain [removed: Pass facility,] [added: Pass,] we expect to produce approximately 20,000 metric tons of separated REO per year, excluding cerium concentrate, consisting of approximately 6,075 metric tons of NdPr [added: oxide] per year.

Prior to reaching expected production rates for REO and other planned downstream products at [removed: the] Mountain [removed: Pass facility,] [added: Pass,] we intend to enter into short- and long-term sales contracts with new customers.

Because [removed: all] [added: the vast majority] of our rare earth concentrate product is currently sold to Shenghe under our A&R Offtake Agreement, [removed: which subsequently sells the product to] [added: for further processing by third-party] customers in China, the possibility of adverse changes in trade or political relations with China, political instability in China, increases in labor or shipping costs, the occurrence of prolonged adverse weather conditions or a natural disaster such as an earthquake or typhoon, or the continuation of COVID-19 or the outbreak of another global pandemic disease could severely interfere with the sale and/or shipment of our products and would have a material adverse effect on our operations.

[added: The United States government has instituted substantial changes to foreign] trade policy with China and has [removed: raised (as well as has proposed to further raise in the future),] [added: raised,] tariffs on several Chinese goods.

China has retaliated with increased [removed: tariffs on United States goods.]

Any changes in United States and China relations, including through changes in policies by the Chinese government could adversely affect our financial condition and results of operations, [removed: including:] [added: including] changes in laws, regulations or the interpretation thereof, confiscatory taxation, governmental royalties, restrictions on currency conversion, imports or sources of supplies, or the expropriation or nationalization of private enterprises.

We may be adversely affected by fluctuations in demand for, and prices of, rare earth minerals and [removed: products.][added: products, alloy flake and magnets.]

Because our revenue is, and will [added: be] for the foreseeable [removed: future be,] [added: future,] from the sale of rare earth products, changes in demand for, and the market price of, and taxes and other tariffs and fees imposed upon rare earth minerals and products could significantly affect our profitability.

Over the past few years, there has been significant restructuring of the Chinese market in line with Chinese Central Government policy; however, periods of [removed: over supply] [added: over-supply] or speculative trading of rare earth minerals can lead to significant fluctuations in the market price of rare earth minerals.

- The production of alloy flake and magnets in Stage III is dependent upon the successful completion of our Stage II project and our ability to complete the construction of our Stage III facility; an unanticipated delay in the completion of Stage II or Stage III could have a material adverse effect on our ability to produce alloy flake and magnets.

- We may not be able to adequately protect our intellectual property rights.

If we fail to adequately enforce or defend our intellectual property rights, our business may be harmed.

If we infringe, or are accused of infringing, the intellectual property rights of third parties, it may increase our costs or prevent us from being able to commercialize new products.

- We are currently negotiating a definitive long-term supply agreement with GM that includes all necessary terms and conditions, which may or may not occur.

In addition, if we are unable to perform the obligations under a long-term supply agreement with GM, this may have a material adverse effect on our financial position and results of operations.

- We are subject to a number of operational risks of our business, including power shortage at the Mountain Pass facility, increasing costs or limited access to raw materials, disruptions in transportation or other services, inability to perfect mineral extraction process, access to water, uncertainty in our estimates of REO reserves, labor matters/labor relations, cybersecurity breaches, and/or ESG (as defined below) matters.

- The conditional conversion feature of our Convertible Notes, if triggered, may adversely affect our financial condition and operating results.

- Conversion of our Convertible Notes may dilute the ownership interest of our stockholders or may otherwise depress the price of our common stock.

- Certain provisions in the indenture governing the Convertible Notes may delay or prevent an otherwise beneficial takeover attempt of us.

- Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our debt.

For example, in December 2021, China merged three state entities to establish the China Rare Earth Group Co. Ltd (“China Rare Earth Group”), which will account for more than half of China’s heavy rare earths supplies.

China

Rare Earth Group will have enhanced pricing power of key rare earths, such as dysprosium and terbium, which will likely bring changes to the global rare earth supply chain.

We currently sell the vast majority of our rare earth concentrate to Shenghe.

As of December 31, 2021, the amount outstanding on the Prepaid Balance was $16.6 million, which will be repaid by the end of the first quarter of 2022 principally through the gross profit recoupment feature.

In February 2022, we entered into a term sheet with Shenghe which provides that once our A&R Offtake Agreement expires, we will continue to sell and Shenghe will continue to purchase our rare earth concentrate under an offtake arrangement.

In connection with this term sheet, we are negotiating a new offtake agreement with Shenghe.

If we are unable to enter into a new offtake agreement with Shenghe and we are unable to sell rare earth concentrate to other customers, it would have a material adverse effect on our revenues, results of operations and financial condition.

There can be no assurance that we will be able to enter into a new offtake agreement with Shenghe or enter into agreements to sell rare earth concentrate to other customers.

tariffs on United States goods.

We expect to achieve anticipated production run rates for separated REO in 2023.

within expected time frames or at all, we may not be able to reach our full revenue potential.

In the event that the Stage II project is not completed, the Company may not be able to produce alloy flake and magnets in Stage III and comply with the terms of our agreement with GM.

The production of alloy flake and magnets is a capital-intensive business, and the completion of the Fort Worth Facility will require the commitment of substantial resources; unanticipated costs or delays associated with this project could have a material adverse effect on our financial condition or results of operations.

In December 2021, we announced that we will be building our initial Stage III facility in Fort Worth, Texas.

The Stage III project will require a substantial capital commitment to complete and there may be unanticipated costs or delays associated with the construction of our Stage III facility.

In such case, our ability to protect our intellectual property rights by legal

We are currently negotiating all the necessary terms and conditions of a definitive long-term supply agreement with GM, which may or may not occur.

In addition, if we are unable to perform the obligations under a long-term supply agreement with GM, this will have a material adverse effect on our financial position and results of operations.

We are currently negotiating all the necessary terms and conditions of a definitive long-term supply agreement with GM.

There can be no assurance that we will be able to come to a definitive agreement with GM on such terms and conditions or that they will be acceptable to us.

In addition, our ability to perform the obligations under a long-term agreement with GM to supply them with rare earth alloy flake and finished magnets is subject to a number of risks and contingencies.

We are embarking on building the first scaled rare earth magnet manufacturing facility in the United States in several decades.

While we will be relying on a number of experienced engineers and other third parties in the design, engineering and construction of the Stage III facility, we will be making a number of judgments and assumptions on process design, equipment selection and design, and plant operations, that may or may not prove to be correct.

Design, engineering or construction delays may impair our ability to perform under a long-term supply agreement with GM.

In addition, we will need to procure all of the necessary equipment and materials needed to produce alloy flake and magnets, some of which may be difficult to obtain.

There can be no assurance that such equipment and materials will be procured on time or delayed due to circumstances beyond our control.

Further, we will need to hire and recruit a number of employees that are necessary to successfully design and operate the Stage III facility, including engineers, operators and other professionals.

It may be difficult for us to hire employees with the necessary experience, education and skills needed to produce alloy flake and magnets, and we may need to hire employees from other countries if we cannot recruit employees in the United States.

- Industry consolidation may result in increased competition, which could result in a reduction in revenue.

- Our operations are subject to extensive and costly environmental requirements; and current and future laws, regulations and permits impose significant costs, liabilities or obligations or could limit or prevent our ability to continue our current operations or to undertake new operations.

- We may be unable to obtain, maintain, exchange or renew permits necessary for the development or operation of the Mountain Pass facility, which could have a material adverse effect on our business, results of operations and financial condition.

- We are subject to the Federal Mine Safety and Health Act of 1977 and the California Occupational Safety and Health Program, and regulations adopted pursuant thereto, which impose stringent health and safety standards on numerous aspects of our operations.

- Our operations may affect the environment or cause exposure to hazardous substances, any of which could result in material costs, obligations or liabilities.

We now expect to incur a total of approximately $220 million in capital costs to complete the project and reach anticipated production rates for the separation of REO by the end of 2022.

The actual amount of capital required for the Stage II optimization project at the Mountain Pass facility may vary materially from our current estimates, in which case we may need to raise additional funds, which could delay completion and have a material adverse effect on our business and financial condition.

Our current ability to generate revenues from the sale of our rare earth concentrate is reliant on our arrangement under our A&R Offtake Agreement with Shenghe.

unwilling to take delivery), we cannot guarantee that Shenghe will continue to purchase all of the products that it is contractually bound to purchase.

As of December 31, 2020, the balance of the prepayment funding was $71.8 million.

See [“](#icd2d4b2fb506464a9cd2c7261b7d8c93_46)[Our](#icd2d4b2fb506464a9cd2c7261b7d8c93_46) [Relationship w](#icd2d4b2fb506464a9cd2c7261b7d8c93_46)[ith Shenghe](#icd2d4b2fb506464a9cd2c7261b7d8c93_46)[”](#icd2d4b2fb506464a9cd2c7261b7d8c93_46) [within Item 7.](#icd2d4b2fb506464a9cd2c7261b7d8c93_46) [“](#icd2d4b2fb506464a9cd2c7261b7d8c93_46)[Management](#icd2d4b2fb506464a9cd2c7261b7d8c93_46)[’](#icd2d4b2fb506464a9cd2c7261b7d8c93_46)[s Discussion and Analysis of Financial Condition and Results of Oper](#icd2d4b2fb506464a9cd2c7261b7d8c93_46)[ations](#icd2d4b2fb506464a9cd2c7261b7d8c93_46)[.”](#icd2d4b2fb506464a9cd2c7261b7d8c93_46)

The loss of business from our arrangement with Shenghe would materially and adversely affect our results of operations until such time, if ever, as we are able to replace the lost business.

That A&R Offtake Agreement will terminate after Shenghe has recovered the full amount of the funding it has provided to us, which funding effectively constitutes a prepayment for products to be supplied by us under the A&R Offtake Agreement.

See [“Our Relationship with Shenghe” within Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”](#icd2d4b2fb506464a9cd2c7261b7d8c93_46)

Under its current leadership, China’s government has been pursuing economic reform policies that encourage private economic activity and greater economic decentralization.

There is no assurance, however, that China’s government will continue to pursue these policies, or that it will not significantly alter these policies from time to time without notice.

The United States government has called for substantial changes to foreign

operation of our business.

See [“Our Relationship with Shenghe” within Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”](#icd2d4b2fb506464a9cd2c7261b7d8c93_46)

The extent to which the COVID-19 outbreak will impact our operations, our business and the economy is highly uncertain.

For instance, many of our Chinese competitors dispose of the waste material from beneficiation in wet tailings dams, which are significantly less expensive to operate and potentially more harmful to the environment than the dry tailings method that we employ.

The success of our business will depend, in part, on the growth of existing and emerging uses for rare earth products.

Our facilities currently rely on electricity provided by a single utility company in Southern California.

Subject to any required permit approvals and other required certifications, we plan to restart the CHP facility in 2021, and we have incorporated the assumed cost savings associated with recommissioning the CHP facility in the estimation of our reserves, however there can be no assurance that we will be successful in these efforts.

We then may be unable to fill customer orders in a timely manner and may be subject to higher power costs at the Mountain Pass facility.

In addition, if power to the Mountain Pass facility is disrupted during certain phases of our REO extraction process, we may incur significant expenses that may adversely affect our business.

the final production of finished rare earth magnets.

Our ability to reach our full revenue potential will be dependent on our ability to fully fund and commence Stage III and complete our downstream expansion strategy to process our REO into rare earth metal alloys and finished magnets.

complex nature of the relevant legal, scientific and factual issues.

These requirements may result in significant costs, liabilities

Examples of some of the current U.S. federal laws that may affect our business and planned operations include, but are not limited to, the following:

- CERCLA, and comparable state laws, impose strict, joint and several liability on current and former owners and operators of sites and on persons who disposed of or arranged for the disposal of hazardous substances found at such sites, regardless of the lawfulness of the original activities that led to the contamination.

Moreover, current owners or operators of sites can be held liable for contamination caused by others, including former owners or operators, even if the current owners or operators did not contribute to the contamination.

CERCLA authorizes the United States Environmental Protection Agency (“EPA”) and, in some cases, third parties to take actions in response to threats to public health or the environment and to seek to recover from the potentially responsible parties the costs of such actions.

It is not uncommon for the government to file claims requiring cleanup actions, demands for reimbursement for government-incurred cleanup costs, or natural resource damages, or for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by hazardous substances released into the environment.

- The Resource Conservation and Recovery Act (“RCRA”), and comparable state statutes, govern the disposal of solid waste and hazardous waste and authorize the imposition of substantial fines and penalties for noncompliance, as well as requirements for corrective actions.

Although certain mining, beneficiation, and mineral processing wastes currently are exempt from regulation as hazardous wastes under RCRA, EPA has limited the disposal options for certain wastes designated as hazardous wastes under RCRA.

It is possible that certain wastes generated by our operations may in the future be designated as hazardous wastes and may therefore become subject to more rigorous and costly management, disposal and clean-up requirements.

*You should read the following discussion and analysis of our financial condition and results of operations together with our Consolidated Financial Statements and related notes appearing elsewhere in this annual report on Form 10-K for the year ended December 31, [removed: 2020] [added: 2021] (this “Annual Report”).

Risk [removed: Factors”](#icd2d4b2fb506464a9cd2c7261b7d8c93_16)*] [added: Factors”](#i8ee915207ea04d95a548923ad88c977a_70)*] *and elsewhere in this Annual Report.

In addition, see* [removed: *[“](#icd2d4b2fb506464a9cd2c7261b7d8c93_606)[Cautionary] [added: *[“Cautionary] Note Regarding Forward-Looking [removed: Statements.](#icd2d4b2fb506464a9cd2c7261b7d8c93_606)[”](#icd2d4b2fb506464a9cd2c7261b7d8c93_606)*] [added: Statements.”](#i8ee915207ea04d95a548923ad88c977a_10)*] *References herein to the “Company,” [added: “MP Materials,”] “we,” “our,” and “us,” refer to MP Materials Corp. and its subsidiaries.*

[removed: Overview][added: Executive Overview]

[removed: NdPr magnets are the most widely used type of] [added: Separated] rare earth [removed: magnets and] [added: elements (“REE”)] are critical [added: inputs] for [removed: many advanced technologies] [added: the magnets] that [removed: are experiencing strong secular growth, including] [added: enable the mobility of] electric vehicles [removed: (“EV”),] [added: (“EVs”),] drones, defense systems, [removed: medical equipment,] wind turbines, robotics and many [removed: others.][added: other high-growth, advanced technologies.]

We currently produce a rare earth concentrate that we sell [added: pursuant] to [added: the A&R Offtake Agreement (as defined in the [“Comparability of Results”](#i8ee915207ea04d95a548923ad88c977a_100) section below) to] Shenghe Resources (Singapore) International Trading Pte.

Ltd. (“Shenghe”), an affiliate of Shenghe Resources Holding Co., Ltd., a leading global rare earth company that is publicly listed in China, [removed: which,] [added: that,] in turn, [added: typically] sells that product to [removed: end customers] [added: refiners] in China.

These [removed: customers] [added: refiners] separate the constituent REE contained in our concentrate and sell the separated products to [removed: various end users.][added: their customers.]

Upon completion of our Stage II optimization [removed: project,] [added: project (“Stage II”),] we anticipate [removed: separating] [added: producing separated] rare earth oxides [removed: (“REO”) at our Mountain Pass site] [added: (“REO”), including neodymium-praseodymium (“NdPr”) oxide,] and selling [removed: our] [added: these] products directly to end users, at which time we [removed: would] [added: may] no longer sell our concentrate.

[removed: Recent Developments and Comparability] [added: Comparability] of Results

Pursuant to the [removed: Merger Agreement,] [added: terms of the Agreement and Plan of Merger, dated as of July 15, 2020, as amended on August 26, 2020 (the “Merger Agreement”), on November 17, 2020,] MP Mine Operations LLC [removed: (“MPMO”)] [added: (“MPMO”), the company that owns the Mountain Pass mine] and [added: processing facilities, and] Secure Natural Resources LLC (“SNR”), the company that holds the mineral rights to [removed: our mine,] [added: the Mountain Pass mine and surrounding areas as well as intellectual property rights related to the processing and development of rare earth minerals,] were combined with Fortress Value Acquisition [removed: Corp. (“FVAC”),] [added: Corp.,] a special purpose acquisition company [added: (“FVAC”)] (the “Business Combination”), and became indirect wholly-owned subsidiaries of FVAC, which was in turn renamed MP Materials Corp.

The Business Combination was accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, [removed: in accordance with generally accepted accounting principles in] [added: and] the [removed: United States (“GAAP”).][added: acquisition of SNR (the “SNR Mineral Rights Acquisition”) was treated as an asset acquisition.]

[removed: The original commercial arrangements with Shenghe were entered into in] [added: In] May 2017, prior to [removed: MPMO’s] [added: our] acquisition of [removed: the] Mountain [removed: Pass facility.][added: Pass, we entered into a set of commercial arrangements with Shenghe, which principally consisted of a technical services agreement (the “TSA”), an offtake agreement (the “Original Offtake Agreement”), and a distribution and marketing agreement (the “DMA”).]

The Original Offtake Agreement required Shenghe to advance [added: us] an initial $50.0 million (the “Initial Prepayment Amount”) [removed: over time] to [removed: MPMO to] fund the restart of operations at the mine and the TSA required Shenghe to fund any additional operating and capital expenditures required to bring [removed: the] Mountain Pass [removed: facility] to full operability.

Shenghe also agreed to provide additional funding [removed: in the amount] of $30.0 million to [removed: MPMO] [added: the Company] pursuant to a separate letter agreement dated June 20, 2017 (the “Letter Agreement”) (the “First Additional Advance”), in connection with [removed: MPMO’s] [added: our] acquisition of [removed: the] Mountain [removed: Pass facility.][added: Pass.]

In addition to the repayment of the First Additional [removed: Advance in cash,] [added: Advance,] pursuant to the Letter Agreement, the Initial Prepayment Amount was increased by $30.0 million.

[removed: The] [added: As discussed within [Note 4, “Relationship and Agreements with Shenghe,”](#i8ee915207ea04d95a548923ad88c977a_175) in the notes to the Consolidated Financial Statements, the] entrance into the Letter Agreement constituted a modification to the Original Offtake Agreement [removed: for accounting purposes] (referred to as the “June 2017 Modification”), which [removed: ultimately] [added: for accounting purposes,] resulted in [added: an implied discount on] the [added: Company’s sales prices to] Shenghe [added: under the Original Offtake Agreement (the “Shenghe] Implied [removed: Discount (as defined below).][added: Discount”).]

Under the Original Offtake Agreement, upon the mine achieving certain milestones and being deemed commercially operational (which was achieved on July 1, 2019), [removed: MPMO] [added: we] sold to Shenghe, and Shenghe purchased on a firm “take or pay” basis, all of the rare earth products produced at [removed: the] Mountain [removed: Pass facility.][added: Pass.]

[removed: The] [added: These] gross profits were credited against the Prepaid Balance, and provided the means by which [removed: MPMO] [added: we] repaid, and Shenghe recovered, such amounts (the “Gross Profit Recoupment”).

See [removed: below] [added: [Note 4, “Relationship and Agreements with Shenghe,”](#i8ee915207ea04d95a548923ad88c977a_175) in the notes to the Consolidated Financial Statements] for [removed: further] [added: a detailed] discussion of the [removed: DMA] termination [added: of the DMA] and associated accounting treatment.

In May 2020, we entered into a framework agreement and amendment (the “Framework Agreement”) with Shenghe and Leshan Shenghe that significantly restructured the [removed: parties’] commercial [removed: arrangements and provided for, among other things, a revised funding amount and schedule to settle Shenghe’s prepayment obligations to MPMO, as well as either the amendment or termination of the various agreements between the parties, as discussed below.][added: arrangements.]

[removed: Pursuant to the Framework Agreement, we] entered into an amended and restated offtake agreement with Shenghe [removed: and Leshan Shenghe] on May 19, 2020 (the “A&R Offtake Agreement”), which, upon effectiveness, superseded and replaced the Original Offtake Agreement, and [removed: MPMO] [added: we] issued to Shenghe a warrant on June 2, 2020 (the “Shenghe [removed: Warrant”), exercisable at a nominal price for 89.88 MPMO preferred units, which, at the time, reflected approximately 7.5% of MPMO’s equity on a diluted basis, subject to certain restrictions.][added: Warrant”).]

[removed: As discussed below, the] [added: The] Shenghe Warrant was [removed: exercised in full for MPMO preferred units which were] [added: ultimately] exchanged for [removed: MPMO HoldCo preferred stock and eventually] [added: shares of] our common stock [removed: and the contingent rights to receive Earnout Shares] in connection with the Business Combination.

Upon the funding of the remaining obligations on June 5, 2020, [added: among other things,] (i) the TSA and the DMA were terminated [removed: (as described below),] [added: and] (ii) the A&R Offtake Agreement and the Shenghe Warrant became [removed: effective, and (iii) the Shenghe Guaranty and the Shenghe Pledge Agreement were terminated] [added: effective] (such events are collectively referred to as the “June 2020 Modification”).

Thus, at the present time, Leshan Shenghe’s and Shenghe’s involvement with [removed: MPMO and] the [added: Company and] Mountain Pass [removed: facility] consists of only the A&R Offtake [removed: Agreement.][added: Agreement, which will terminate when Shenghe has fully recouped all of the Prepaid Balance.]

[removed: The Shenghe Implied Discount applied only to] [added: prior sales, and, in connection with our] sales [removed: made] [added: of REO] to Shenghe between July [removed: 2019] [added: 1, 2019,] and [removed: early] June [removed: 2020.][added: 5, 2020, the Shenghe Implied Discount.]

[removed: Beginning in] [added: For sales to Shenghe under the Original Offtake Agreement between] July [added: 1,] 2019, and [removed: through early] June [added: 5,] 2020, the Company [added: and Shenghe] periodically agreed on [removed: a] [added: an initial] cash sales price, which was intended to approximate [removed: the Company’s] [added: our] cash cost of production, [removed: with Shenghe] for each [removed: metric ton (“MT”)] [added: MT] of rare earth [removed: concentrate delivered by the Company.][added: concentrate.]

In addition, since the Shenghe Implied Discount applied to sales [removed: made] to Shenghe during [removed: the period from July 2019 through early June 2020,] [added: this period,] we also [removed: recognized] [added: realized] an amount of deferred revenue applicable to these sales equal to 64% of the gross profit realized by Shenghe of this product to its own customers.

For example, for a hypothetical shipment of REO to Shenghe on which it realized gross profit of $1.00 (the difference between the sales price to its customers and its cash cost paid to us), we would recognize $0.64 as non-cash revenue through a reduction in the deferred revenue balance, and the remaining $0.36 would not be recorded as [removed: revenue.][added: revenue, but would reduce the Prepaid Balance.]

Shenghe’s gross profit [removed: is] [added: was] influenced by market conditions as well as import duties, which were imposed on our [added: products by the General Administration of Customs of the People’s Republic of China during this period.]

In addition, [removed: as a result of] the [removed: renegotiations, the] accounting treatment specific to the Shenghe Implied Discount was no longer [removed: required.][added: required as a result of the June 2020 Modification.]

[removed: As noted above,] [added: For sales to Shenghe under] the [added: A&R Offtake Agreement after] June [removed: 2020 Modification provided that] [added: 5, 2020,] the [removed: purchase] [added: sales] price [removed: to be paid by Shenghe for] [added: of] our rare earth products [removed: will be] [added: is] based on market prices (net of taxes, tariffs and certain other agreed charges) less applicable [removed: discounts, instead of our cash cost of production, as was the case with sales made under the Original Offtake Agreement.][added: discounts.]

A portion of the [removed: purchase] [added: sales] price [added: to Shenghe] is in the form of debt repayment, with the remainder paid in cash.

As a result of the above, the amount of revenue we recorded for periods that included any portion of the period from July 1, 2019, until June 5, [removed: 2020 (the date the Original Offtake Agreement was modified),] [added: 2020,] is not comparable, in the aggregate or on a per unit basis, to the amount of revenue recorded in other periods that [removed: concluded before July 1, 2019, or that] commenced after June 5, 2020.

See also [“Key Performance [removed: Indicators”](#icd2d4b2fb506464a9cd2c7261b7d8c93_49) section.][added: Indicators”](#i8ee915207ea04d95a548923ad88c977a_103) section above.]

Starting in May 2020, the government of the People’s Republic of China granted retroactive tariff relief to certain importers of rare earth minerals including Shenghe and its [removed: affiliates,] [added: affiliates and other consignees of our products,] relating to periods prior to the formal lifting of the tariffs.

As a result, Shenghe’s [removed: actual] [added: eventual] realized prices for the REO sold prior to May 2020 were higher than originally [removed: reported to] [added: realized by] us and resulted in [added: tariff] rebates to [added: end customers, which contractually were due to] Shenghe.

On account of these rebates in the second and third quarters of [removed: 2020,] [added: 2020 and the first quarter of 2021,] we received from Shenghe certain credits against our contractual commitments to them.

In December 2019, a novel strain of coronavirus (known as “COVID-19”) began to impact the population of [removed: China, where our principal customer is located.][added: China.]

Congestion [removed: at U.S.] and [removed: international ports could] [added: slowdowns have affected and may continue to] affect the capacity at ports to receive deliveries of products or the loading of shipments onto vessels.

A discussion of changes in our results of operations and cash flows between years ended December 31, 2020 and 2019, has been omitted from this Annual Report, but may be found in* *[“Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, Comparison of the Years Ended December 31, 2020 and 2019,”](http://www.sec.gov/Archives/edgar/data/1801368/000180136821000011/mp-20201231.htm#icd2d4b2fb506464a9cd2c7261b7d8c93_40)* *of our annual report on Form 10-K for the year ended December 31, 2020, filed with the U.S. Securities and Exchange Commission on March 22, 2021.

MP Materials Corp. is the largest producer of rare earth materials in the Western Hemisphere.

The Company owns and operates the Mountain Pass Rare Earth Mine and Processing Facility (“Mountain Pass”), the only rare earth mining and processing site of scale in North America.

We estimate the rare earth concentrate we produced and sold in 2021 represented approximately 15% of the rare earth content consumed in the global market.

Our integrated operations at Mountain Pass combine low production costs with high environmental standards, thereby restoring American leadership to a critical industry with a strong commitment to sustainability.

In December 2021, we announced that we will build our initial rare earth metal, alloy and magnet manufacturing facility in Fort Worth, Texas (the “Fort Worth Facility”).

In addition, we announced that we had entered into a long-term agreement with General Motors Company (NYSE: GM) (“GM”) to supply U.S.-sourced and manufactured rare earth materials, alloy and finished magnets for the electric motors in more than a dozen models using GM’s Ultium Platform, with a gradual production ramp that begins in 2023.

We are currently negotiating the terms of a definitive long-term supply agreement with GM which will include all of the necessary terms and conditions.

These developments are a part of our Stage III downstream expansion strategy (“Stage III”).

Highlights from the year ended December 31, 2021, include:

- Revenue growth of 147% year over year, driven by increases in REO production and sales volume and realized price per REO metric ton (“MT”);

- REO production growth of 10% year over year to 42,413 MTs, reflecting higher ore feed rates and mineral recoveries;

- Net income of $135.0 million, compared to a net loss of $21.8 million in the prior year, largely driven by higher revenues and a one-time, non-cash settlement charge of $66.5 million in the prior year;

- Adjusted EBITDA (see below) of $219.1 million, compared to $42.6 million in the prior year, representing growth of 414% year over year, driven by higher per-unit profitability and production efficiencies, slightly offset by increased public company and growth and development costs;

- Adjusted Net Income (see below) growth of 693% year over year, largely driven by higher revenues;

- Diluted earnings per share of $0.73, compared to loss per share of $0.27 in the prior year;

*•*Net proceeds of $672.3 million raised from the issuance of Convertible Notes (as defined in the [“Liquidity and Capital Resources”](#i8ee915207ea04d95a548923ad88c977a_121) section below) in March 2021; and

- Steady progress on our Stage II optimization project and acceleration of our Stage III strategy with the announcements of the Fort Worth Facility and the entrance into a long-term agreement with GM.

Our results of operations for the year ended December 31, 2021, demonstrate our strong operational execution as demand for rare earth materials continues to grow, which also resulted in prices for rare earth products, particularly those used in NdFeB magnets, to rise significantly.

In 2021, we produced the highest REO output in the history of Mountain Pass.

As we continue to drive strong performance in our Stage I operations, we are continuing to make progress on our Stage II optimization project and expect to reach normalized separated oxide production levels in 2023.

In addition, our Stage III team is making significant progress on our strategy to repatriate magnet manufacturing to the United States, starting with our initial facility in Fort Worth, Texas.

We consider net income (loss) to be the most directly comparable financial measure calculated in accordance with generally accepted accounting principles in the United States (“GAAP”) to Adjusted EBITDA and Adjusted Net Income (Loss), which are non-GAAP financial measures.

Refer to the [“Non-GAAP Financial Measures”](#i8ee915207ea04d95a548923ad88c977a_115) section below for the definitions of Adjusted EBITDA and Adjusted Net Income (Loss), as well as a reconciliation of net income (loss) to Adjusted EBITDA and Adjusted Net Income (Loss).

| | | | Year ended December 31, | | | | | | | | | | | | | | | | | | Amount Change | | | | | | | | | | | | % Change | | | | | | | | |

As discussed below, in addition to the revenue we recognized from the cash sales prices, we also realized an amount of deferred revenue applicable to these sales equal to 64% of Shenghe’s gross profit.

excellence, driving approximately 95% uptime.

Our production achievements in Stage I have provided economies of scale to lower production costs per unit of REO produced in concentrate.

We expect our Stage III efforts to continue to benefit from geopolitical developments, including initiatives to repatriate critical materials supply chains.

In February 2022, we were awarded a $35.0 million contract by the Department of Defense’s Office of Industrial Base Policy to design and build a facility to process heavy rare earth elements (“HREE”).

Successful completion of this project will establish the first processing and separation facility of its kind for HREEs in support of commercial and defense applications in the United States.

The HREE processing and separations facility will be built at Mountain Pass and tie in with the rest of our Stage II facilities.

We also issued to Leshan Shenghe Rare Earth Co., Ltd. (“Leshan Shenghe”), the majority stockholder of Shenghe, a preferred interest in the Company, which was ultimately exchanged for shares of our common stock in connection with the Business Combination.

Pursuant to the Framework Agreement, we

Full repayment of the remaining obligation will occur by the end of the first quarter of 2022 whether through non-cash recoupments from sales or a cash payment based, in part, on the Company’s GAAP net income for the year ended December 31, 2021.

In February 2022, we entered into a term sheet with Shenghe which provides that once our A&R Offtake Agreement expires, we will continue to sell and Shenghe will continue to purchase our rare earth concentrate under an offtake arrangement.

As discussed in further detail within [Note 4, “Relationship and Agreements with Shenghe,”](#i8ee915207ea04d95a548923ad88c977a_175) in the notes to the Consolidated Financial Statements, as a result of the June 2020 Modification, we recorded a non-cash settlement charge of $66.6 million during the second quarter of 2020 (reflecting a deemed payment to terminate the DMA).

In March 2020, the outbreak of COVID-19 was declared a global pandemic after growing both in the United States and globally.

The responses by governments, societies, and private sector entities to the COVID-19 pandemic, which include temporary closures of businesses, social distancing, travel restrictions, “shelter in place,” and other governmental regulations and various economic stimulus programs, have significantly impacted market volatility and general global economic conditions, including significant business and supply chain disruption as well as broad-based changes in supply and demand.

We own and operate one of the world’s largest integrated rare earth mining and processing facilities and the only major rare earths resource in the Western Hemisphere.

Rare earth elements (“REE”) are fundamental building blocks of the modern economy, impacting trillions of dollars in global gross domestic product through the enablement of end products across industries including transportation, clean energy, robotics, national defense and consumer electronics, among others.

Neodymium (“Nd”) and praseodymium (“Pr”) are rare earth elements which in combination form neodymium-praseodymium (“NdPr”), which represents the Company’s primary revenue opportunity.

NdPr is most often utilized in NdPr magnets, which are also commonly referred to as “neo,” “NdFeB,” “NIB,” or permanent magnets and are made predominantly from an alloy of NdPr, iron and boron.

The rapid growth of these and other advanced motion technologies is expected to drive substantial demand growth for NdPr.

We produce our materials at Mountain Pass, one of the world’s richest rare earth deposits, co-located with integrated state-of-the-art processing and separation facilities.

We believe Mountain Pass is the only such integrated facility in the Western Hemisphere and one of the few separation facilities outside of Asia.

Current ownership and management acquired the Mountain Pass assets in 2017, restarted operations from cold-idle status and embarked on a deliberate, two-stage plan to optimize the facility and position the Company for growth and profitability.

See the section entitled [“](#icd2d4b2fb506464a9cd2c7261b7d8c93_761)[History of Ownership and Current Operations](#icd2d4b2fb506464a9cd2c7261b7d8c93_761)[”](#icd2d4b2fb506464a9cd2c7261b7d8c93_761) [within Item 1.

Business](#icd2d4b2fb506464a9cd2c7261b7d8c93_761) above.

Approximately $1.7 billion has been invested in the Mountain Pass facility since 2011, in addition to the investments in utilities and active infrastructure completed between the 1960s and 2008.

We commenced mining, comminution, beneficiation, and tailings management operations, which we designated Stage I of our multi-stage optimization plan, between December 2017 and February 2018.

We believe our concentrate represents approximately 15% of the rare earth content consumed in the global market during the last 12 months.

As technological innovation drives significant anticipated global growth in demand for REO, we also believe global economic trends, geopolitical realities and sustainability mandates are combining to further support an opportunity for us to create shareholder value.

We believe businesses are increasingly prioritizing diversification and security of their global supply chains so as to reduce reliance on a single producer or region for critical supplies.

This trend has national security implications as well, illustrated by recent U.S. Presidential directives seeking the onshoring of production in industries deemed critical, including rare earth minerals.

For example, on February 24, 2021, President Biden signed an executive order requiring the U.S. government to review supply chains for critical minerals and other identified strategic materials, including rare earth elements, in an effort to ensure that the U.S. is not reliant on other countries, such as China.

This executive order calls for a review of a broader set of U.S. supply chains covering the defense, health care, information technology, energy, transportation and agriculture sectors.

According to the CRU Group, China accounted for approximately 79% of global REO production in 2020.

We believe an even higher percentage of the NdPr magnet supply chain is based in China.

Finally, public and private interests are increasingly demanding sustainability throughout production value chains to limit negative environmental and societal impacts from business activity, including pollution and acceleration of climate change.

As the only scaled source in North America for critical rare earths, with a processing facility designed to operate with best-in-class sustainability and a competitive cost structure, we believe we are well-positioned to thrive in a transforming global economy.

The Business Combination (as defined below) was consummated on November 17, 2020, pursuant to the terms of a merger agreement entered into on July 15, 2020 (the “Merger Agreement”).

The acquisition of SNR (the “SNR Mineral Rights Acquisition”) was treated as an asset acquisition.

The SNR Mineral Rights Acquisition did not meet the criteria for the acquisition of a business and was accounted for as an asset acquisition.

The principal asset acquired in the SNR Mineral Rights Acquisition was the mineral rights for the rare earth ores contained in our mine, which SNR acquired in 2016 and which was SNR’s sole operating asset.

In connection with the SNR Mineral Rights Acquisition, we recorded a mineral rights asset (classified as a component of “Property, plant and equipment” within our Consolidated Balance Sheets) in the amount of $434.7 million, which will be depleted on a straight-line basis over approximately 24 years.

As a result, we expect to record significantly higher depletion expense within our Consolidated Statements of Operations for periods following the Business Combination.

In April 2017, MPMO entered into a 30-year lease and license agreement with SNR under which MPMO paid royalties to SNR in the amount of 2.5% of gross revenue from the sale of rare earth products made from ores extracted from the mine, subject to a minimum non-refundable royalty of $0.5 million per year.

Our consolidated results of operations for reporting periods following the consummation of the Business Combination will no longer reflect the payment of such royalties.

SNR’s results of operations and cash flows are substantially eliminated in consolidation in our Consolidated Financial Statements and, except as noted above, we do not expect the SNR Mineral Rights Acquisition to materially impact the comparability of our historical results of operations with our results of operations for periods following the Business Combination.

Pursuant to the amended and restated letter agreement dated July 15, 2020, and amended and restated on August 26, 2020, by and among FVAC and the holders of FVAC Class F common stock, all of the shares of FVAC Class A common stock issued upon the conversion of FVAC Class F common stock (held by insiders initially purchased prior to the FVAC initial public offering), were subject to certain vesting and forfeiture provisions (the “Vesting Shares”) based on the achievement of certain volume weighted-average price (“VWAP”) thresholds of the Company’s common stock.

In December 2020, such VWAP thresholds were achieved, resulting in the vesting of 8,625,000 shares.

The holders of MPMO Holding Company (a Delaware corporation formed by MPMO pursuant to the Merger Agreement) (“MPMO HoldCo”) preferred stock and common stock and SNR Holding Company, LLC (a Delaware limited liability company formed by SNR pursuant to the Merger Agreement) common stock immediately prior to the closing of the Business Combination were given the contingent right to receive up to an additional 12,860,000 shares of the Company’s common stock (the “Earnout Shares”) based on the achievement of certain VWAP thresholds of the Company’s common stock.

In December 2020, 12,859,898 Earnout Shares (adjusted for fractional shares) were issued upon the attainment of such VWAP thresholds.

*Original Commercial Agreements*

In connection with the acquisition and development of the Mountain Pass facility, we entered into a set of commercial arrangements with Shenghe.

Shenghe and its affiliates primarily engage in the mining, separation, processing and distribution of rare earth products.

MPMO also issued to Leshan Shenghe Rare Earth Co., Ltd. (“Leshan Shenghe”), the majority stockholder of Shenghe, 110.98 MPMO preferred units, which represented all of the issued and outstanding MPMO preferred units at the time.

As discussed above, in connection with the Business Combination, these MPMO preferred units were exchanged for MPMO HoldCo preferred stock and eventually our common stock and the contingent right to receive Earnout Shares.

In addition to commodity pricing risk, our [removed: product sales] [added: revenues] are highly concentrated, with Shenghe accounting for more than 90% of our product sales for all [removed: periods] [added: years] presented.

Rare earth concentrate is not quoted on any major commodities market or exchange [added: as product attributes vary] and demand is currently [removed: limited] [added: constrained] to a relatively limited number of refiners, a significant majority of which are based in China.

We expect demand for NdPr to continue to [removed: grow] [added: grow,] driving demand for our concentrate and ultimately, upon the completion of [removed: our] Stage [removed: II optimization plan,] [added: II,] separated NdPr oxide, [added: and upon completion of Stage III, magnetic products containing NdPr,] but actual demand and pricing may fluctuate for numerous reasons beyond our control, including, among other things, discoveries of new mineral properties, technological changes that lead to diminished reliance on NdPr and/or permanent magnets, and shifts in underlying end-user demand for products or components manufactured with NdPr.

See the [“Key Factors Affecting Our [removed: Performance,”](#icd2d4b2fb506464a9cd2c7261b7d8c93_52)] [added: Performance,”](#i8ee915207ea04d95a548923ad88c977a_106)] section in [“Item 7.

[removed: Management’s Discussion and Analysis of Financial Condition and Results of Operations.”](#icd2d4b2fb506464a9cd2c7261b7d8c93_40)] While we currently generate revenue in the United States and in U.S. dollars, the market transactions are denominated mainly in the Chinese [removed: Yuan] [added: Yuan,] and we are therefore indirectly exposed to currency volatility and devaluation risks.

Geopolitical tensions between the [removed: United States] [added: U.S.] and China may lead to increased tariffs, preferences for local producers, some of which may be government-supported, changes in taxing regimes or other trade barriers.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.”](#i8ee915207ea04d95a548923ad88c977a_94)

[removed: We own and operate] [added: Upon] the [added: completion of Stage II, we believe] Mountain Pass [removed: facility,] [added: will be] one of the [removed: world’s largest integrated rare earth mining] [added: largest, most advanced] and [added: efficient fully-integrated REO] processing facilities [added: in the world,] and the only [removed: major rare earths resource] [added: such facility located] in the Western Hemisphere.

[removed: Our] [added: On November 17, 2020, the Company consummated the transactions contemplated by the Agreement and Plan of Merger, dated as of July 15, 2020, as amended on August 26, 2020 (the “Merger Agreement”), by and among FVAC, certain direct] wholly-owned [removed: subsidiary,] [added: subsidiaries of FVAC, MP Mine Operations LLC, a Delaware limited liability company (“MPMO”), which owns the Mountain Pass mine and processing facilities, and] Secure Natural Resources LLC, a Delaware limited liability company (“SNR”), [added: which] holds the mineral rights to the Mountain Pass mine and surrounding areas as well as intellectual property rights related to the processing and development of rare earth minerals.

Our mission is to maximize shareholder returns over the long-term by executing a disciplined business strategy to [removed: re-establish a secure and sustainable domestic] [added: restore the full rare earth] supply chain [removed: for critical sectors of] [added: to] the [removed: modern global economy.][added: United States of America.]

Pursuant to the Merger Agreement, among other things, MPMO and SNR each became [removed: indirect] wholly-owned subsidiaries of [removed: FVAC.][added: FVAC (the “Business Combination”), which was in turn renamed “MP Materials Corp.”]

Rare earth elements [removed: (“REE”)] are fundamental building blocks of the modern economy, impacting trillions of dollars in global gross domestic product [removed: (“GDP”)] through the enablement of end products across industries including transportation, clean energy, robotics, national [removed: defense] [added: defense,] and consumer electronics, among others.

NdPr is most often utilized in NdPr magnets, which are also commonly referred to as “neo,” “NdFeB,” “NIB,” or permanent [removed: magnets] [added: magnets,] and are made predominantly from an alloy of NdPr, [removed: iron,] [added: iron] and boron.

[removed: NdPr] [added: NdFeB] magnets are the most widely used type of rare earth magnets and are critical for many advanced technologies that are experiencing strong secular growth, including [removed: electric vehicles,] [added: EVs,] drones, defense systems, [removed: medical equipment,] wind turbines, robotics and many others.

The rapid growth of these and other advanced motion technologies is expected to drive substantial demand growth for [removed: NdPr.][added: NdPr and NdFeB magnets.]

We currently produce a rare earth concentrate that we sell [added: pursuant] to [added: the A&R Offtake Agreement (as defined in [Note 4, “Relationship and Agreements with Shenghe,”](#i8ee915207ea04d95a548923ad88c977a_175) in the notes to the Consolidated Financial Statements) to] Shenghe Resources (Singapore) International Trading Pte.

Ltd. (“Shenghe”), an affiliate of Shenghe Resources Holding Co., Ltd., a leading global rare earth company that is publicly listed in China, [removed: which,] [added: that,] in turn, [added: typically] sells that product to [removed: end customers] [added: refiners] in China.

These [removed: customers] [added: refiners] separate the constituent REE contained in our concentrate and sell the separated products to [removed: various end users.][added: their customers.]

Upon completion of our Stage II optimization [removed: project,] [added: project (“Stage II”),] we anticipate [removed: separating REO at our Mountain Pass site] [added: producing separated rare earth oxides (“REO”), including neodymium-praseodymium (“NdPr”) oxide,] and selling [removed: our] [added: these] products directly to end users, at which time we [removed: expect to] [added: may] no longer sell our concentrate.

As [removed: technological innovation] [added: electrification] drives significant [removed: anticipated] global growth in demand for [removed: REO,] [added: REE,] we [removed: also] believe global economic trends, geopolitical realities and sustainability mandates are [removed: combining] [added: coalescing] to further [removed: support an] [added: our] opportunity [removed: for us] to create shareholder value.

We believe businesses are increasingly prioritizing diversification and security of their global supply chains so as to reduce reliance on a single producer or region for critical [removed: supplies.][added: materials.]

As the only scaled source in North America for critical rare earths, with a processing facility designed to operate with best-in-class sustainability and a competitive cost structure, we believe we are well-positioned to thrive in [removed: a] [added: this] transforming global economy.

Upon completion of [removed: our] Stage [removed: II optimization plan,] [added: II,] processing at [removed: our] Mountain Pass [removed: facility] will include five primary process steps: (i) mining and crushing; (ii) milling and flotation; (iii) leaching and impurity removal; (iv) separation and extraction; and (v) product finishing.

Having completed Stage I of our optimization [removed: plan,] [added: plan (“Stage I”) (discussed below),] we are engaged in the first two of these steps.

[removed: Utilizing technical assistance] [added: Since restarting operations] from [removed: Shenghe and our own engineers, management] [added: cold-idle status, we] implemented changes in the milling, flotation and tailings management processes; implemented [removed: a new, advanced] [added: and continue to advance an improved] reagent scheme [removed: that improved] [added: to improve] mineral [removed: recovery and enabled operation at lower temperatures;] [added: recovery;] and implemented operational best practices.

Together, these changes [removed: have] [added: materially] increased plant uptime [removed: to approximately 95%] and [removed: have driven] [added: reliability driving] enhanced flotation [removed: reliability,] throughput, [added: REO] recovery and production as well as tailings facility reliability and throughput at a significantly lower cost per processed ton.

We also believe that our Stage I [removed: optimization initiatives have] [added: efforts] enabled us to achieve world-class production cost levels for rare earth concentrate.

[removed: *Stage II Underway*][added: Stage I]

[removed: Our] Stage II [removed: optimization plan] is focused on advancing [added: our operations] from [removed: concentrate] [added: the] production [added: of rare earth concentrate] to the separation of individual [removed: REO.][added: REE.]

Engineering, procurement, [removed: preliminary] construction, and other recommissioning activities are underway and involve upgrades and enhancements to the existing facility process flow to [added: reliably] produce separated [removed: REO more reliably,] [added: REE] at [removed: significantly] [added: a] lower cost and with an expected smaller environmental footprint [removed: than the prior operator] [added: per unit] of [removed: the Mountain Pass facility.][added: REO produced.]

As part of Stage II, we are in the process of reintroducing [removed: a] [added: an oxidizing] roasting circuit, reorienting the plant process flow, increasing product finishing capacity, [added: improving wastewater management, and making other improvements to materials handling and storage.]

The reintroduction of the oxidizing roasting circuit also allows subsequent stages of the production process to occur at lower temperatures, and with significantly lower volumes of materials and reagents, which supports lower operating and maintenance costs and higher [removed: uptime than our predecessor – in many ways mirroring the types of changes we implemented successfully in Stage I.][added: uptime.]

Upon completion of Stage II, we expect to be a [removed: low-cost] [added: global low-cost, high-volume] producer of [removed: NdPr,] [added: NdPr oxide,] which represents a majority of the value contained in our ore.

The roasting step that oxidizes the rare earth concentrate in a rotary kiln is crucial to ensuring the cost-competitiveness of [removed: our site.][added: Mountain Pass.]

One of the unique attributes of bastnaesite is the ability to convert the trivalent [removed: form of] cerium in the mixed rare earth concentrate to tetravalent [removed: cerium, which] [added: cerium that] has a low propensity to dissolve, enabling cerium to be separated expediently along with other insoluble gangue elements without selective extraction.

[removed: As compared to the process employed by the prior owner] [added: Removal] of [removed: Mountain Pass,] the [removed: removal of low-value] [added: lower-value] cerium early in our separations process [removed: allows] [added: will allow] for up to a 40% reduction in the mass of material to be separated and finished, thus dramatically reducing the [removed: energy, reagents, and wastewater required to produce the higher-value NdPr.]

[removed: *Stage III Downstream Expansion Opportunity*][added: Stage III]

[removed: In addition to] [added: By] offering [removed: end-market] magnet customers a [removed: complete] [added: complete, end-to-end] Western supply chain solution, we believe [removed: downstream] [added: vertical] integration [removed: would also create] [added: represents] a material incremental value creation opportunity.

We believe that the ability to capture significant value from magnet production requires a scaled, [removed: steady, cost-effective source of] [added: steady] supply of NdPr, which we believe [removed: only] we are [removed: positioned] [added: uniquely-positioned] to provide in the Western Hemisphere.

We also believe integration into magnet production [removed: would] [added: will] provide some protection from commodity pricing volatility, while also enhancing our business profile as the producer of a critical industrial output in addition to a producer of resources.

Rare Earth Industry [removed: Overview and Market Opportunity][added: Overview]

[removed: Cerium, lanthanum, neodymium, and] [added: Lanthanum, cerium,] praseodymium [added: and neodymium] are considered “light REE” that are [removed: more] predominant in bastnaesite; samarium, [removed: europium,] [added: europium] and gadolinium are often referred to as “medium REE”; while terbium, dysprosium, holmium, erbium, thulium, ytterbium and lutetium are considered “heavy REE.” Two additional elements, yttrium and [removed: scandium] [added: scandium,] are often classified [removed: with the] [added: as] heavy REE [removed: though] [added: although] they are not lanthanides.

Depending upon the [removed: rare-earth carrying material,] [added: rare earth-bearing mineral,] the mixture of light, medium and heavy REE will differ.

The aggregate global market for REO totaled approximately [removed: 161,000] [added: 180,000] metric tons in [removed: 2020] [added: 2021] and is expected to grow at a compound annual growth rate (“CAGR”) of approximately [removed: 4.2%] [added: 4%] through 2030, according to research by [removed: CRU.][added: the CRU Group (“CRU”).]

- Clean-Energy and Transportation Technologies: traction motors in EVs and hybrid electric [removed: vehicles (“HEVs”),] [added: vehicles,] generators in wind power turbines, and linear motors in mag-lev trains;

[added: Further,] CRU estimates that the NdPr segment of the REO [removed: market—which] [added: market, which] makes up the significant majority of the market [removed: value—is] [added: value, is] expected to grow at a [removed: 7.0%] [added: 9.1%] CAGR through [removed: 2030,] [added: 2030 (excluding the impact of closed loop recycling),] well in excess of the overall REO market.

This [removed: anticipated] [added: expected] growth will be driven by secular growth in demand for NdPr [removed: magnets used to enable emerging technology applications including EVs and][added: magnets.]

MP Materials Corp. is the largest producer of rare earth materials in the Western Hemisphere.

The Company owns and operates the Mountain Pass Rare Earth Mine and Processing Facility (“Mountain Pass”), the only rare earth mining and processing site of scale in North America.

We estimate the rare earth concentrate we produced and sold in 2021 represented approximately 15% of the rare earth content consumed in the global market.

Separated rare earth elements (“REE”) are critical inputs for the magnets that enable the mobility of electric vehicles (“EVs”), drones, defense systems, wind turbines, robotics and many other high-growth, advanced technologies.

Our integrated operations at Mountain Pass combine low production costs with high environmental standards, thereby restoring American leadership to a critical industry with a strong commitment to sustainability.

Stage II is discussed further in the [“Our Process”](#i8ee915207ea04d95a548923ad88c977a_28) section below.

In December 2021, we announced (i) that we will build our initial rare earth, metal, alloy and magnet manufacturing facility in Fort Worth, Texas (the “Fort Worth Facility”), and (ii) that we entered into a long-term agreement with General Motors Company (NYSE: GM) (“GM”) to supply U.S.-sourced and manufactured rare earth materials, alloy and finished magnets for the electric motors in more than a dozen models using GM’s Ultium Platform, with a gradual production ramp that begins in 2023.

These developments are a part of our Stage III downstream expansion strategy (“Stage III”), which is discussed further in the [“Our Process”](#i8ee915207ea04d95a548923ad88c977a_28) section below.

By economic value, NdPr is the largest segment of the REE market.

Our Process

In 2021, dry tailings processes allowed us to recycle over 1.7 billion liters of water.

We have established our ability to achieve approximately 3.5x the production volume of REO content as the prior operator of Mountain Pass using the same capital equipment.

Stage II

energy, reagents, and wastewater required to produce the higher-value NdPr.

In February 2022, we were awarded a $35.0 million contract by the Department of Defense’s Office of Industrial Base Policy to design and build a facility to process heavy rare earth elements (“HREE”).

Successful completion of this project will establish the first processing and separation facility of its kind for HREEs in support of commercial and defense applications in the United States.

The HREE processing and separations facility will be built at Mountain Pass and tie in with the rest of our Stage II facilities.

Our mission is to restore the full rare earth magnetics supply chain to the U.S. by pursuing opportunities to integrate further downstream into converting NdPr into metal, alloy, and permanent magnets, as well as advancing magnet recycling capabilities.

We recently announced our Fort Worth Facility, which we expect will have the capacity to produce approximately 1,000 metric tons (“MTs”) of finished NdFeB magnets per year, sufficient to power approximately 500,000 EV motors annually.

The NdFeB alloy and magnets produced will also support other key markets, including clean energy, electronic and defense technologies.

We also expect to supply NdFeB alloy flake to other magnet producers to help develop a diverse and resilient U.S. magnet supply chain.

The Fort Worth Facility will serve as the business and engineering headquarters for our growing magnetics division.

To date, nearly all U.S. states and the District of Columbia have mandated or offer incentives to support deployment of EVs or alternative fuel vehicles and supporting infrastructure, either through state legislation or private utility incentives within the state, with similar mandates and incentives in other countries globally.

Our production achievements in Stage I have provided economies of scale to lower production costs per unit of REO produced in concentrate.

We intend to achieve this through a buy, build and/or joint venture strategy to achieve technical and cost leadership.

We recently announced an agreement with GM and are developing a greenfield metal, alloy and magnet manufacturing and recycling facility in Fort Worth, Texas.

Our people are our most valuable asset in progressing toward and ultimately fulfilling the Company’s mission.

We strive to develop and maintain an owner-operator culture that instills an entrepreneurial spirit where our employees feel empowered to deliver results through an unwavering commitment to doing what is right in a safe environment.

Ensuring we attract, develop and retain top talent across all functions with diverse experiences, backgrounds and perspectives is critical to our success.

In each calendar quarter of 2021, our employee retention rate was approximately 94% or higher, which we believe demonstrates that we have prioritized investments and communication to ensure our team is healthy, motivated, proud to work for us, and believes in the Company’s mission.

This represents a 32% increase of FTE employees in 2021.

As part of our mission, we are committed to creating employment opportunities for U.S. workers and expect to hire more than 150 additional full-time employees as part of Stage II and at least 100 full-time employees as part of Stage III, the majority of which will support the Fort Worth Facility.

In living up to the owner-operator culture that powers our mission, in 2021, we issued immediately vested equity grants to all then-active, non-executive employees for the second year in a row.

We believe equity ownership in the Company reinforces an unwavering commitment to our workforce and enhances our employees’ sense of their contribution to the results of the

Company.

The equity awards were provided in addition to competitive wages, comprehensive benefits and discretionary bonuses and incentive compensation opportunities.

The Company has established appropriate COVID-19 protocols in accordance with laws, guidance and regulations to ensure the safety of all employees and visitors of our facilities.

Based on feedback received from our corporate employees through a return-to-office survey, in June 2021, we implemented a temporary hybrid schedule for onsite and remote work for our corporate office.

To encourage COVID-19 vaccination participation, the Company administered an incentive program for successful completion of a vaccination regimen.

In addition to the requisite skills, we have taken steps to assemble a diverse workforce.

Our wholly-owned subsidiary, MP Mine Operations LLC, a Delaware limited liability company (“MPMO”), acquired the Mountain Pass mine and processing facilities in July 2017.

Since acquiring Mountain Pass, we have implemented a disciplined operating approach that has produced superior product output and performance compared to that of the prior ownership, while generating cash flows from the sale of our rare earth concentrate.

We are now beginning to reinvest those cash flows into the further optimization of the facility to enable integrated separation operations, thereby ensuring upstream supply of rare earth oxides (“REO”) and setting a foundation for long-term growth and value creation for stakeholders.

We believe we can generate positive outcomes for U.S. national security and industry, the U.S. workforce, and the environment.

On November 17, 2020, in connection with the consummation of the Business Combination (as discussed and defined below), we changed our name to “MP Materials Corp.” References herein to “MPMC,” the “Company,” “we,” “our,” and “us,” refer to MP Materials Corp. and its subsidiaries.

Business Combination

On November 17, 2020, the Company consummated the transactions contemplated by the Agreement and Plan of Merger, dated as of July 15, 2020, as amended on August 26, 2020 (the “Merger Agreement”), by and among FVAC, FVAC Merger Corp. I, a Delaware corporation and a direct, wholly-owned subsidiary of FVAC (“MPMO Merger Corp.”), FVAC Merger LLC II, a Delaware limited liability company that is treated as a corporation for U.S. federal income tax purposes and a direct, wholly-owned subsidiary of FVAC (“SNR Merger Company”), FVAC Merger LLC III, a Delaware limited liability company and a direct wholly-owned subsidiary of FVAC (“MPMO Merger LLC”), FVAC Merger LLC IV, a Delaware limited liability company and a direct wholly-owned subsidiary of FVAC (“SNR Merger LLC”), MPMO and SNR.

In accordance with the Merger Agreement, among other things, (a) MPMO and SNR, prior to the consummation of the transactions contemplated by the Merger Agreement, completed reorganizations, pursuant to which, among other things, (i) an affiliate of an MPMO equityholder formed a new Delaware corporation (“MPMO HoldCo”), and SNR formed a new Delaware limited liability company that is treated as a corporation for U.S. federal income tax purposes (“SNR HoldCo”), (ii) each of MPMO HoldCo and SNR HoldCo formed wholly-owned subsidiaries, MPMO Transition Sub, LLC and SNR Transition Sub, LLC, respectively, and (iii) each of MPMO and SNR merged with MPMO Transition Sub, LLC and SNR Transition Sub, LLC, respectively, with MPMO and SNR as the surviving company of each merger and becoming wholly-owned subsidiaries of MPMO HoldCo and SNR HoldCo, respectively; (b) through two consecutive mergers constituting part of the same overall transaction, MPMO Merger Corp., merged with and into MPMO HoldCo, with MPMO HoldCo being the surviving corporation, and immediately thereafter MPMO HoldCo merged with and into MPMO Merger LLC, with MPMO Merger LLC being the surviving company (such mergers, the “MPMO Mergers”); and (c) through two consecutive mergers constituting part of the same overall transaction, SNR Merger Company merged with and into SNR HoldCo, with SNR HoldCo being the surviving company, and immediately thereafter SNR HoldCo merged with and into SNR Merger LLC, with SNR Merger LLC being the surviving company (together with the MPMO Mergers and the other transactions and ancillary agreements contemplated by the Merger Agreement, the “Business Combination”).

On November 17, 2020, immediately prior to the consummation of the Business Combination and pursuant to the Parent Sponsor Warrant Exchange Agreement, entered into by FVAC and Fortress Acquisition Sponsor LLC (the “Sponsor”) on July 15, 2020, the Sponsor exchanged all 5,933,333 of its private placement warrants, each of which was exercisable to purchase one FVAC Class A common stock at $11.50 per share, for an aggregate of 890,000 shares of FVAC Class F common stock that, upon the consummation of the Business Combination, were converted into FVAC Class A common stock (which is not subject to vesting or forfeiture restrictions under the amended and restated letter agreement dated July 15, 2020, and amended and

restated on August 26, 2020, by and among FVAC and the holders of FVAC Class F common stock) (which, after the consummation of the Business Combination is referred to as “Common Stock”).

On November 17, 2020, in connection with the consummation of the Business Combination, the Company issued, in a private placement transaction (the “PIPE Financing”), an aggregate of 20,000,000 shares of Common Stock for an aggregate purchase price of $200.0 million, to the PIPE Investors pursuant to the terms of respective subscription agreements entered into separately between the Company and each PIPE Investor, each dated July 15, 2020 (collectively, the “Subscription Agreements”).

On November 17, 2020, in connection with the consummation of the Business Combination, the Company amended and restated FVAC’s first amended and restated certificate of incorporation (such first amended and restated certificate of incorporation, the “FVAC Charter” and, such second amended and restated certificate of incorporation, the “Second Amended and Restated Certificate of Incorporation”) to:

a)change the name of the Company from “Fortress Value Acquisition Corp.” to “MP Materials Corp.”;

b)increase the total number of authorized shares of all classes of capital stock from 221,000,000 shares to 500,000,000, consisting of (i) 450,000,000 shares of the Common Stock and (ii) 50,000,000 shares of preferred stock;

c)provide for the board of directors of MPMC to be divided into three classes, with only one class of directors being elected each year and members of each class (except for those directors appointed to Class I and Class II in connection with the Business Combination) serving a three-year term;

d)remove or amend those provisions of the FVAC Charter which terminated or otherwise ceased to be applicable following the completion of the Business Combination, including removal of certain provisions relating to the Company’s prior status as a blank check company and the Company’s Class F Common Stock that no longer apply;

e)provide that the Company will not be governed by Section 203 of the Delaware General Corporation Law (“DGCL”) and included a provision that is substantially similar to Section 203 of the DGCL, but excludes the Sponsor, JHL Capital Group and any Exempt Transferee (as defined in the Second Amended and Restated Certificate of Incorporation) and their respective affiliates or successors or any “group”, or any member of any such group, to which such persons are a party from the definition of “interested stockholder,” and to make certain related changes;

f)to provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation other than with respect to any complaint asserting a cause of action arising under the United States federal securities laws for which the federal courts of the United States of America will be the exclusive jurisdiction to the fullest extent permitted by law; and

g)require that any amendments relating to Article V (Board of Directors) of the Second Amended and Restated Certificate of Incorporation may only be amended, in addition to any vote required by applicable law, by the affirmative vote of the holders of at least 66.7% of the voting power of all the then-outstanding shares of stock of MPMC entitled to vote in the election of directors, voting together as a single class.

The Business

We own and operate one of the world’s largest integrated rare earth mining and processing facilities and the only major rare earths resource in the Western Hemisphere.

Neodymium (“Nd”) and praseodymium (“Pr”) are rare earth elements which in combination form neodymium-praseodymium (“NdPr”), which represents the Company’s primary revenue opportunity.

We produce our materials at Mountain Pass, one of the world’s richest rare earth deposits, co-located with integrated state-of-the-art processing and separation facilities.

We believe Mountain Pass is the only such integrated facility in the Western Hemisphere and one of the few separation facilities outside of Asia.

Current ownership and management acquired the Mountain Pass assets in 2017, restarted operations from cold-idle status and embarked on a deliberate, two-stage plan to optimize the facility and position the Company for growth and profitability.

Approximately $1.7 billion has been invested in the Mountain Pass facility since 2011, in addition to the investments in utilities and active infrastructure completed between the 1960s and

2008.

We commenced mining, comminution, beneficiation, and tailings management operations, which we designated Stage I of our multi-stage optimization plan, between December 2017 and February 2018.

We believe our concentrate represents approximately 15% of the rare earth content consumed in the global market during the last 12 months.

This trend has national security implications as well, illustrated by recent U.S. Presidential directives seeking the onshoring of production in industries deemed critical, including rare earth minerals.

For example, on February 24, 2021, President Biden signed an executive order requiring the U.S. government to review supply chains for critical minerals and other identified strategic materials, including rare earth elements, in an effort to ensure that the U.S. is not reliant on other countries, such as China.

This executive order calls for a review of a broader set of U.S. supply chains covering the defense, health care, information technology, energy, transportation and agriculture sectors.

According to the CRU Group (“CRU”), China accounted for approximately 79% of global REO production in 2020.

We believe an even higher percentage of the NdPr magnet supply chain is based in China.

Finally, public and private interests are increasingly demanding sustainability throughout production value chains to limit negative environmental and societal impacts from business activity, including pollution and acceleration of climate change.

Our mission is to maximize shareholder returns over the long-term by executing a disciplined business strategy to re-establish a secure and sustainable domestic supply chain for critical sectors of the modern global economy.

History of Ownership and Current Operations

MPMO acquired the Mountain Pass mine and the rare earth processing and separation facilities located at the mine out of bankruptcy in July 2017.

In the five years prior to our acquisition, the prior owner of Mountain Pass, Molycorp, Inc. (“Molycorp”), invested over $1.7 billion of capital, primarily to construct new rare earth processing and separation facilities on the Mountain Pass mine site.

During its tenure, Molycorp encountered operating challenges, struggling to achieve stable production at their designed capacity due to execution issues in concentrate production and challenges in implementing a revised process flow, which we believe sacrificed the natural advantages of Mountain Pass bastnaesite ore and its inherent suitability to low-cost processing.

We are not currently a party to any material legal or governmental [removed: proceedings] [added: proceedings,] and, to our knowledge, none is threatened.

For the fiscal year ended December 31, [removed: 2020][added: 2021]

[removed: ][added: ]

| (State or other jurisdiction [removed: of incorporation] [added: of incorporation] or organization) | | | | | | (I.R.S. [removed: Employer Identification] [added: Employer Identification] No.) | | |

| [removed: Title] [added: Title] of each [removed: class] [added: class] | | | [removed: Trading Symbol(s)] [added: Trading Symbol(s)] | | | [removed: Name] [added: Name] of each exchange on which [removed: registered] [added: registered] | | |

| [removed: Common] [added: Common] Stock, par value of $0.0001 per [removed: share] [added: share] | | | [removed: MP] [added: MP] | | | [removed: New] [added: New] York Stock [removed: Exchange] [added: Exchange] | | |

| Large accelerated filer | | | [removed: ☐] [added: ☑] | | | Accelerated filer | | | ☐ | | | Non-accelerated filer | | | [removed: ☑] [added: ☐] | | | Smaller reporting company | | | [removed: ☑] [added: ☐] | | | Emerging growth company | | | [removed: ☑] [added: ☐] | | |

As of June 30, [removed: 2020,] [added: 2021,] the aggregate market value of the voting common stock held by non-affiliates of the registrant was approximately [removed: $344 million.][added: $3.4 billion.]

Such aggregate market value was computed by reference to the closing price of the common stock as reported on the New York Stock Exchange on June 30, [removed: 2020.][added: 2021.]

As of [removed: March 15, 2021,] [added: February 17, 2022,] the number of shares of the registrant’s common stock outstanding was [removed: 170,738,350.][added: 177,524,993.]

Portions of the registrant’s definitive [removed: 2021] [added: 2022] proxy statement, anticipated to be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year, are incorporated by reference into Part III of this Form 10-K.

| [Item 1. [removed: Business](#icd2d4b2fb506464a9cd2c7261b7d8c93_13)] [added: Business](#i8ee915207ea04d95a548923ad88c977a_16)] | | | [removed: [1](#icd2d4b2fb506464a9cd2c7261b7d8c93_13)] [added: [1](#i8ee915207ea04d95a548923ad88c977a_16)] | | |

| [Item 1A. Risk [removed: Factors](#icd2d4b2fb506464a9cd2c7261b7d8c93_16)] [added: Factors](#i8ee915207ea04d95a548923ad88c977a_70)] | | | [removed: [22](#icd2d4b2fb506464a9cd2c7261b7d8c93_16)] [added: [8](#i8ee915207ea04d95a548923ad88c977a_70)] | | |

| [Item 1B. Unresolved Staff [removed: Comments](#icd2d4b2fb506464a9cd2c7261b7d8c93_19)] [added: Comments](#i8ee915207ea04d95a548923ad88c977a_73)] | | | [removed: [41](#icd2d4b2fb506464a9cd2c7261b7d8c93_19)] [added: [24](#i8ee915207ea04d95a548923ad88c977a_73)] | | |

| [Item 2. [removed: Properties](#icd2d4b2fb506464a9cd2c7261b7d8c93_22)] [added: Properties](#i8ee915207ea04d95a548923ad88c977a_40)] | | | [removed: [41](#icd2d4b2fb506464a9cd2c7261b7d8c93_22)] [added: [24](#i8ee915207ea04d95a548923ad88c977a_40)] | | |

| [Item 3. Legal [removed: Proceedings](#icd2d4b2fb506464a9cd2c7261b7d8c93_25)] [added: Proceedings](#i8ee915207ea04d95a548923ad88c977a_79)] | | | [removed: [41](#icd2d4b2fb506464a9cd2c7261b7d8c93_25)] [added: [31](#i8ee915207ea04d95a548923ad88c977a_79)] | | |

| [Item 4. Mine Safety [removed: Disclosures](#icd2d4b2fb506464a9cd2c7261b7d8c93_28)] [added: Disclosures](#i8ee915207ea04d95a548923ad88c977a_82)] | | | [removed: [41](#icd2d4b2fb506464a9cd2c7261b7d8c93_28)] [added: [31](#i8ee915207ea04d95a548923ad88c977a_82)] | | |

| [Item 5. Market for [removed: Registrant](#icd2d4b2fb506464a9cd2c7261b7d8c93_34)[’](#icd2d4b2fb506464a9cd2c7261b7d8c93_40)[s] [added: Registrant](#i8ee915207ea04d95a548923ad88c977a_88)[’](#i8ee915207ea04d95a548923ad88c977a_94)[s] Common Equity, Related Stockholder Matters and [removed: Issue](#icd2d4b2fb506464a9cd2c7261b7d8c93_34)[r](#icd2d4b2fb506464a9cd2c7261b7d8c93_34) [Purchases] [added: Issuer Purchases] of Equity [removed: Securities](#icd2d4b2fb506464a9cd2c7261b7d8c93_34)] [added: Securities](#i8ee915207ea04d95a548923ad88c977a_88)] | | | [removed: [41](#icd2d4b2fb506464a9cd2c7261b7d8c93_34)] [added: [31](#i8ee915207ea04d95a548923ad88c977a_88)] | | |

| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#icd2d4b2fb506464a9cd2c7261b7d8c93_40)] [added: Operations](#i8ee915207ea04d95a548923ad88c977a_94)] | | | [removed: [42](#icd2d4b2fb506464a9cd2c7261b7d8c93_40)] [added: [33](#i8ee915207ea04d95a548923ad88c977a_94)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#icd2d4b2fb506464a9cd2c7261b7d8c93_85)] [added: Risk](#i8ee915207ea04d95a548923ad88c977a_139)] | | | [removed: [60](#icd2d4b2fb506464a9cd2c7261b7d8c93_85)] [added: [49](#i8ee915207ea04d95a548923ad88c977a_139)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data](#icd2d4b2fb506464a9cd2c7261b7d8c93_88)] [added: Data](#i8ee915207ea04d95a548923ad88c977a_142)] | | | [removed: [61](#icd2d4b2fb506464a9cd2c7261b7d8c93_88)] [added: [51](#i8ee915207ea04d95a548923ad88c977a_142)] | | |

| [Item 9. Changes in and [removed: Disagreements With] [added: Disagreements](#i8ee915207ea04d95a548923ad88c977a_232) [w](#i8ee915207ea04d95a548923ad88c977a_232)[ith] Accountants on Accounting and Financial [removed: Disclosure](#icd2d4b2fb506464a9cd2c7261b7d8c93_178)] [added: Disclosure](#i8ee915207ea04d95a548923ad88c977a_232)] | | | [removed: [96](#icd2d4b2fb506464a9cd2c7261b7d8c93_178)] [added: [87](#i8ee915207ea04d95a548923ad88c977a_232)] | | |

| [Item 9A. Controls and [removed: Procedures](#icd2d4b2fb506464a9cd2c7261b7d8c93_181)] [added: Procedures](#i8ee915207ea04d95a548923ad88c977a_235)] | | | [removed: [96](#icd2d4b2fb506464a9cd2c7261b7d8c93_181)] [added: [87](#i8ee915207ea04d95a548923ad88c977a_235)] | | |

| [Item 9B. Other [removed: Information](#icd2d4b2fb506464a9cd2c7261b7d8c93_184)] [added: Information](#i8ee915207ea04d95a548923ad88c977a_238)] | | | [removed: [96](#icd2d4b2fb506464a9cd2c7261b7d8c93_184)] [added: [87](#i8ee915207ea04d95a548923ad88c977a_238)] | | |

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#icd2d4b2fb506464a9cd2c7261b7d8c93_190)] [added: Governance](#i8ee915207ea04d95a548923ad88c977a_244)] | | | [removed: [96](#icd2d4b2fb506464a9cd2c7261b7d8c93_190)] [added: [88](#i8ee915207ea04d95a548923ad88c977a_244)] | | |

| [Item 11. Executive [removed: Compensation](#icd2d4b2fb506464a9cd2c7261b7d8c93_193)] [added: Compensation](#i8ee915207ea04d95a548923ad88c977a_247)] | | | [removed: [97](#icd2d4b2fb506464a9cd2c7261b7d8c93_193)] [added: [88](#i8ee915207ea04d95a548923ad88c977a_247)] | | |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related [removed: Stockholder](#icd2d4b2fb506464a9cd2c7261b7d8c93_196) [Matters](#icd2d4b2fb506464a9cd2c7261b7d8c93_196)] [added: Stockholder Matters](#i8ee915207ea04d95a548923ad88c977a_250)] | | | [removed: [97](#icd2d4b2fb506464a9cd2c7261b7d8c93_196)] [added: [88](#i8ee915207ea04d95a548923ad88c977a_250)] | | |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#icd2d4b2fb506464a9cd2c7261b7d8c93_199)] [added: Independence](#i8ee915207ea04d95a548923ad88c977a_253)] | | | [removed: [97](#icd2d4b2fb506464a9cd2c7261b7d8c93_199)] [added: [88](#i8ee915207ea04d95a548923ad88c977a_253)] | | |

| [Item 14. Principal Accountant Fees and [removed: Services](#icd2d4b2fb506464a9cd2c7261b7d8c93_202)] [added: Services](#i8ee915207ea04d95a548923ad88c977a_256)] | | | [removed: [97](#icd2d4b2fb506464a9cd2c7261b7d8c93_202)] [added: [88](#i8ee915207ea04d95a548923ad88c977a_256)] | | |

| [Item 15. Exhibit and Financial Statement [removed: Schedules](#icd2d4b2fb506464a9cd2c7261b7d8c93_208)] [added: Schedules](#i8ee915207ea04d95a548923ad88c977a_262)] | | | [removed: [97](#icd2d4b2fb506464a9cd2c7261b7d8c93_208)] [added: [88](#i8ee915207ea04d95a548923ad88c977a_262)] | | |

| [Item 16. Form 10-K [removed: Summary](#icd2d4b2fb506464a9cd2c7261b7d8c93_211)] [added: Summary](#i8ee915207ea04d95a548923ad88c977a_265)] | | | [removed: [99](#icd2d4b2fb506464a9cd2c7261b7d8c93_211)] [added: [90](#i8ee915207ea04d95a548923ad88c977a_265)] | | |

Certain statements included in this Annual Report on Form 10-K for the year ended December 31, [removed: 2020] [added: 2021] (this “Annual Report”), that are not historical facts are forward-looking statements under Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities and Exchange Act of 1934, as amended.

Forward-looking statements may be identified by the use of the words such as [removed: “ estimate,”] [added: “estimate,”] “plan,” “shall,” “may,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target,” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters.

- the ability to convert current commercial discussions with customers for the sale of rare earth oxide [removed: products] [added: products, NdFeB alloy and magnets] into contracts;

- fluctuations [removed: in] [added: and uncertainties related to] demand [removed: for,] [added: for] and [removed: prices of,] [added: pricing of] rare earth [removed: minerals and] products;

- uncertainties relating to the COVID-19 [removed: pandemic;][added: pandemic, including the Delta and Omicron variants or other variants;]

- the intense competition within the rare [removed: earths] [added: earth] mining and processing industry;

- uncertainties regarding the growth of existing and emerging uses for rare earth [removed: products;][added: products and ability to compete with substitutions for rare earth minerals;]

- potential power shortages at [removed: the] Mountain [removed: Pass facility;][added: Pass;]

- risks associated with the inherent dangers involved in mining [removed: activity;][added: activity and metal and alloy manufacturing;]

- risks associated with events outside of our control, such as natural disasters, [added: climate change,] wars or health epidemics or pandemics;

| [PART I](#i8ee915207ea04d95a548923ad88c977a_13) | | | | | |

| [PART II](#i8ee915207ea04d95a548923ad88c977a_85) | | | | | |

| [Item 6. \[Reserved\]](#i8ee915207ea04d95a548923ad88c977a_91) | | | [32](#i8ee915207ea04d95a548923ad88c977a_91) | | |

| [Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections](#i8ee915207ea04d95a548923ad88c977a_747) | | | [87](#i8ee915207ea04d95a548923ad88c977a_747) | | |

| [PART III](#i8ee915207ea04d95a548923ad88c977a_241) | | | | | |

| [PART IV](#i8ee915207ea04d95a548923ad88c977a_259) | | | | | |

| [Signatures](#i8ee915207ea04d95a548923ad88c977a_271) | | | [91](#i8ee915207ea04d95a548923ad88c977a_271) | | |

*References herein to the “Company,” “MP Materials,” “we,” “our,” and “us,” refer to MP Materials Corp. and its subsidiaries.*

- unanticipated costs or delays associated with our Stage III project;

- risks associated with our intellectual property rights, including uncertainties related to the Company’s ability to obtain the intellectual property rights or licenses of intellectual property rights to produce NdFeB alloy and magnets;

- uncertainties related to the Company’s ability to produce and supply NdFeB alloy and magnets;

- uncertainties related to the Company entering into a definitive long-term supply agreement with General Motors Company that includes all necessary terms and conditions, which may or may not occur;

- ability to comply with various government regulations that are applicable to our business;

- ability to maintain our governmental licenses, registrations, permits, and approvals necessary for us to operate our business;

- risks associated with the terms of our convertible notes; and

[Ta](#icd2d4b2fb506464a9cd2c7261b7d8c93_7)[b](#icd2d4b2fb506464a9cd2c7261b7d8c93_7)[le](#icd2d4b2fb506464a9cd2c7261b7d8c93_7) [of Content](#icd2d4b2fb506464a9cd2c7261b7d8c93_7)[s](#icd2d4b2fb506464a9cd2c7261b7d8c93_7)

| Warrants to purchase Common Stock | | | MPWS | | | New York Stock Exchange | | |

| [PART I](#icd2d4b2fb506464a9cd2c7261b7d8c93_10) | | | | | |

| [PART II](#icd2d4b2fb506464a9cd2c7261b7d8c93_31) | | | | | |

| [Item 6. Selected Financial Data](#icd2d4b2fb506464a9cd2c7261b7d8c93_37) | | | [41](#icd2d4b2fb506464a9cd2c7261b7d8c93_37) | | |

| [PART III](#icd2d4b2fb506464a9cd2c7261b7d8c93_187) | | | | | |

| [PART IV](#icd2d4b2fb506464a9cd2c7261b7d8c93_205) | | | | | |

| [Signatures](#icd2d4b2fb506464a9cd2c7261b7d8c93_214) | | | [100](#icd2d4b2fb506464a9cd2c7261b7d8c93_214) | | |

- uncertainties regarding our ability to vertically integrate into further downstream processing and reach full revenue potential;

- risks associated with our intellectual property rights;

- ability to compete with substitutions for rare earth minerals;

We [removed: also] [added: currently] lease our [removed: executive] [added: corporate] office space at 6720 Via Austi Parkway, Suites 450 and 430, Las Vegas, Nevada 89119, which lease expires [added: on] December 31, [removed: 2022, subject to a renewal option.][added: 2022.]

Mountain Pass

We own and operate the Mountain Pass Rare Earth Mine and Processing Facility (previously defined as “Mountain Pass”), which is located on 2,222 fee simple acres of land, approximately 50 miles southwest of Las Vegas, Nevada near Mountain Pass, San Bernardino County, California at geographic coordinates 35°28’56”N latitude and 115°31’54”W longitude.

Mountain Pass includes an open-pit mine in the production stage, infrastructure supporting mining and processing operations, overburden and ore stockpiles, a crusher and mill/flotation plant, separation plants, product finishing facilities, tailings processing and storage facilities, and on-site evaporation ponds, as well as laboratory facilities to support product analysis and research and development activities, offices, maintenance shops, warehouses and support buildings.

The majority of our facilities and infrastructure currently used to produce a rare earth concentrate were built between 2012 and 2015, are in good operating condition, and benefits from routine maintenance.

Modification and recommissioning activities are currently underway on certain idle facilities and infrastructure that we expect to use to separate our rare earth concentrate into other products, including NdPr oxide.

The carrying amount of the property, plant and equipment used in the operation of Mountain Pass was approximately $196 million as of December 31, 2021.

Mountain Pass directly abuts Interstate 15 and may be accessed by existing hard-surface roads.

Water at Mountain Pass is supplied through active water wells, pit de-watering, and process water recovery.

Our facilities at Mountain Pass are currently powered by a natural gas-powered CHP plant, which was installed at Mountain Pass to produce electricity and steam and to minimize or eliminate reliance on the regional electric power grid.

We also own mining and mill site claims over a further 15,000 acres of adjacent land.

Approximately 1,118 acres of the 2,222 acres are currently in use (e.g., existing buildings, infrastructure or active disturbance).

Portions of the fee lands, none of which are actively being mined or are currently anticipated to be mined for the purpose of recovering ore, are subject to mineral reservations in favor of the United States for some properties and the State of California for other properties.

The specific minerals reserved on those parcels vary according to the type of land patent or conveyance document through which the land was acquired or conveyed.

The lands surrounding Mountain Pass are mostly public lands managed by the Bureau of Land Management and the National Park Service.

In addition, we hold 525 unpatented lode and mineral mining claims and mill sites

under the provisions of The Mining Law of 1872.

These mining claims and mill sites provide land for mining, ancillary facilities and expansion capacity around Mountain Pass.


Mountain Pass represents the largest commercial source of rare earth materials in the Western hemisphere.

Molybdenum Corporation of America began REE mining operations at Mountain Pass in 1952.

Mining, milling and separation processes continued under Unocal Corporation, which purchased Molybdenum Corporation of America in 1977, until 1998.

In 2005, ChevronTexaco Corporation acquired Unocal Corporation and then, in 2008, Molycorp Minerals, LLC acquired Mountain Pass from Chevron Mining Inc. Operations relating to mining, milling and separations resumed under Molycorp until they were placed into cold-idle status in mid-2015.

In July 2017, we acquired Mountain Pass from the Molycorp estate.

We hold the necessary permits to operate Mountain Pass, including conditional use and minor use permits from San Bernardino County, California, and an associated environmental impact report, all of which were issued in 2004, which currently allow continued operation of Mountain Pass through 2042, though we expect to extend such permits to allow for continued operation through at least 2056.

Since restarting operations at the facility in the fourth quarter of 2017, our activities have focused on the milling and flotation processes, leading to production of a bastnaesite concentrate, rich in REE, with our first concentrate sales in the first quarter of 2018.

The bastnaesite ore body at Mountain Pass has been mined as a principal source of REE over a period of over 60 years.

The Mountain Pass REE deposit is located within an uplifted block of Precambrian metamorphic and igneous rocks that are bounded to the south and east by basin-fill deposits in California’s Ivanpah Valley.

The two main groups of rocks in the Mountain Pass area are Early Proterozoic high-grade metamorphic rocks and Middle Proterozoic ultrapotassic rocks and monazitic carbonatites, which carbonatites are associated with higher levels of REE.

The total orebody strike length is approximately 2,750 feet and dip extent is 3,000 feet; true thickness of the more than 2% total rare earth oxide (“TREO”) grade zone ranges between 15 feet and 250 feet.

The percentage of each rare earth material contained in typical Mountain Pass

bastnaesite concentrate is estimated to be as follows:

| | | | Estimated Distribution of TREO Content | | |

| Element | | | | | |

| Cerium | | | 50.2 | | % |

| Lanthanum | | | 32.3 | | % |

| Neodymium-Praseodymium | | | 15.7 | | % |

| SEG+(1) | | | 1.8 | | % |

(1)See the [“](#i8ee915207ea04d95a548923ad88c977a_43)[Rare Earth Resources and Reserves](#i8ee915207ea04d95a548923ad88c977a_43)[”](#i8ee915207ea04d95a548923ad88c977a_43) section below for definition.

Texas Land

In February 2022, we closed on the purchase of approximately 18 acres of land in Fort Worth, Texas, on which we are building a metal, alloy, and magnet manufacturing and recycling facility as a part of our Stage III strategy.

We own the Mountain Pass facility, which is discussed in detail within the [“](#icd2d4b2fb506464a9cd2c7261b7d8c93_713)[The](#icd2d4b2fb506464a9cd2c7261b7d8c93_713) [Mountain Pass Facility](#icd2d4b2fb506464a9cd2c7261b7d8c93_713)[”](#icd2d4b2fb506464a9cd2c7261b7d8c93_713) section of [“](#icd2d4b2fb506464a9cd2c7261b7d8c93_13)[Item 1.

Business](#icd2d4b2fb506464a9cd2c7261b7d8c93_13)[”](#icd2d4b2fb506464a9cd2c7261b7d8c93_13) above.

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in [Exhibit [removed: 95](https://www.sec.gov/Archives/edgar/data/1801368/000180136821000011/mpmcexhibit951123120.htm)[.1](https://www.sec.gov/Archives/edgar/data/1801368/000180136821000011/mpmcexhibit951123120.htm)] [added: 95.1](https://www.sec.gov/Archives/edgar/data/1801368/000180136822000010/mpmcexhibit951123121.htm)] to this Annual Report.

Market Information and Trading Symbol for Common [removed: Stock and Public Warrants][added: Stock]

Our common stock [removed: and public warrants are] [added: is] currently quoted on the NYSE under the symbols [removed: “MP” and “MPWS,” respectively.][added: “MP”.]

According to Continental Stock Transfer & Trust Company, our transfer agent, there [removed: were 180] [added: was 155] active holders of record of our common stock [removed: and one active holder of record of our public warrants] as of February [removed: 28, 2021.][added: 17, 2022.]

The actual number of [removed: holders] [added: stockholders] is greater than these numbers and includes holders who are beneficial owners, but whose shares are held in street name by brokers and other nominees.

These numbers of [added: active] holders of record also do not include holders whose shares [removed: or public warrants] may be held in trust by other entities.

The payment of cash dividends in the future will be dependent upon the Company’s revenues and earnings, [removed: if any,] capital requirements and general financial condition.

In addition, the Company is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future as it is currently expected that available cash resources will be utilized in connection with our ongoing operations and development projects, including [removed: our] Stage II [removed: optimization plan.][added: and Stage III.]

[removed: Except as previously reported on our Current Report on Form 8-K filed on November 17, 2020, we] [added: We] did not have any sales of unregistered equity securities during the three months ended December 31, [removed: 2020.][added: 2021.]

During the three months ended December 31, [removed: 2020,] [added: 2021,] neither we nor any of our affiliates repurchased shares of our common stock [removed: or warrants] registered under Section 12 of the Exchange Act.

Stock Performance Graph

The following graph compares the cumulative total stockholder return for the Company’s common stock to the cumulative total returns for the Russell 2000 Index and a peer group.

The total cumulative return calculations are for the period commencing November 18, 2020, for investments in stock, or October 31, 2020, for investments in index, and ending December 31, 2021, and include the reinvestment of dividends.

The stock price performance shown in this graph is based on historical data and is neither indicative of, nor intended to forecast, future stock price performance.


*$100 invested on November 18, 2020, in stock or October 31, 2020, in index, including reinvestment of dividends.

Fiscal year ended December 31st.

Copyright © 2022 Russell Investment Group.

All rights reserved.

| | | | 11/18/20 | | | | | | 12/31/20 | | | | | | 03/31/21 | | | | | | 06/30/21 | | | | | | 09/30/21 | | | | | | 12/31/21 | | |

| MP Materials Corp. | | | $ | 100.00 | | | | | $ | 213.19 | | | | | $ | 238.24 | | | | | $ | 244.27 | | | | | $ | 213.59 | | | | | $ | 300.99 | |

| Russell 2000 Index | | | $ | 100.00 | | | | | $ | 128.68 | | | | | $ | 145.02 | | | | | $ | 151.24 | | | | | $ | 144.65 | | | | | $ | 147.75 | |

| Peer Group | | | $ | 100.00 | | | | | $ | 112.07 | | | | | $ | 133.00 | | | | | $ | 142.46 | | | | | $ | 153.09 | | | | | $ | 170.93 | |

Not required.

We have audited the accompanying consolidated balance sheets of MP Materials Corp. and subsidiaries (the Company) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for each of the years in the [removed: two-year] [added: three-year] period ended December 31, [removed: 2020,] [added: 2021,] and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements [added: referred to above] present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the years in the [removed: two-year] [added: three-year] period ended December 31, [removed: 2020,] [added: 2021,] in conformity with U.S. generally accepted accounting principles.

*Basis for [removed: Opinion*][added: Opinions*]

Our responsibility is to express an opinion on [removed: these] [added: the Company’s] consolidated financial statements [added: and an opinion on the Company’s internal control over financial reporting] based on our audits.

Those standards require that we plan and perform the [removed: audit] [added: audits] to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or [removed: fraud.][added: fraud, and whether effective internal control over financial reporting was maintained in all material respects.]

Our audits [added: of the consolidated financial statements] included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

We believe that our audits provide a reasonable basis for our [removed: opinion.][added: opinions.]

| (in thousands, except share and per share data) | | | [added: 2021 | | | | | |] 2020 | | | | | | 2019 | | |

| Cash and cash equivalents | | | $ | [added: 1,179,297 | | | | | $ |] 519,652 | | | | | $ | 2,757 | |

| Inventories | | | [removed: 32,272] [added: 38,692] | | | | | | [removed: 23,048] [added: 32,272] | | |

| Prepaid expenses and other current assets | | | [removed: 5,534] [added: 7,809] | | | | | | [removed: 1,234] [added: 5,534] | | |

| Total current assets | | | [removed: 561,047] [added: 1,276,807] | | | | | | [removed: 27,409] [added: 561,047] | | |

| Restricted cash | | | [removed: 9,100] [added: 516] | | | | | | [removed: 26,791] [added: 9,100] | | |

| Property, plant and equipment, net | | | [removed: 501,974] [added: 610,612] | | | | | | [removed: 46,386] [added: 501,974] | | |

| Finance lease right-of-use assets | | | [removed: 1,028] [added: 758] | | | | | | [removed: 586] [added: 1,028] | | |

| Other non-current assets | | | [removed: 1,139] [added: 973] | | | | | | [removed: 622] [added: 1,139] | | |

| Total non-current assets | | | [removed: 513,241] [added: 612,859] | | | | | | [removed: 74,385] [added: 513,241] | | |

| Total assets | | | $ | [removed: 1,074,288] [added: 1,889,666] | | | | | $ | [removed: 101,794] [added: 1,074,288] | |

| Liabilities and stockholders’ [removed: equity (deficit)] [added: equity] | | | | | | | | | | | |

| Accounts payable and accrued liabilities | | | $ | [removed: 16,136] [added: 35,734] | | | | | $ | [removed: 12,029] [added: 16,159] | |

| Accounts payable and accrued [removed: liabilities—related parties] [added: liabilities] | | | [removed: 23] [added: 5,530] | | | | | | [removed: 2,146] [added: (3,848)] | | | [added: | | | 6,246 | | |]

| Current installments of long-term debt | | | [removed: 2,403] [added: —] | | | | | | [removed: —] [added: 2,403] | | |

| Current installments of long-term debt—related [removed: parties] [added: party] | | | [removed: 22,070] [added: 16,082] | | | | | | [removed: 4,484] [added: 22,070] | | |

| Current portion of finance lease liabilities | | | [removed: 266] [added: 254] | | | | | | [removed: 194] [added: 266] | | |

| Other current liabilities | | | [removed: 2,163] [added: 4,010] | | | | | | [removed: 2,623] [added: 2,163] | | |

| Total current liabilities | | | [removed: 43,061] [added: 59,543] | | | | | | [removed: 31,315] [added: 43,061] | | |

| Asset retirement obligations | | | [removed: 25,570] [added: 17,615] | | | | | | [removed: 23,894] [added: 25,570] | | |

| Environmental obligations | | | [removed: 16,602] [added: 16,598] | | | | | | [removed: 16,628] [added: 16,602] | | |

| Long-term debt, net of current portion | | | [removed: 961] [added: 674,927] | | | | | | [removed: —] [added: 961] | | |

| Long-term debt—related [removed: parties,] [added: party,] net of current portion | | | [removed: 44,380] [added: —] | | | | | | [removed: 13,594] [added: 44,380] | | |

| Finance lease liabilities, net of current portion | | | [removed: 736] [added: 554] | | | | | | [removed: 399] [added: 736] | | |

| Deferred income taxes | | | [removed: 87,473] [added: 104,500] | | | | | | [removed: —] [added: 87,473] | | |

| Other non-current liabilities | | | [removed: 1,628] [added: 7,197] | | | | | | [removed: 5,052] [added: 1,628] | | |

| Total non-current liabilities | | | [removed: 177,350] [added: 821,391] | | | | | | [removed: 88,501] [added: 177,350] | | |

| Total liabilities | | | [removed: 220,411] [added: 880,934] | | | | | | [removed: 119,816] [added: 220,411] | | |

| Commitments and contingencies ([Note [removed: 13](#icd2d4b2fb506464a9cd2c7261b7d8c93_154))] [added: 13](#i8ee915207ea04d95a548923ad88c977a_205))] | | | | | | | | | | | |

| Stockholders’ [removed: equity (deficit):] [added: equity:] | | | | | | | | | | | |

| Common stock ($0.0001 par value, 450,000,000 shares authorized, [removed: 170,719,979] [added: 177,816,554] and [removed: 66,556,975] [added: 170,719,979] shares issued and [removed: outstanding)] [added: outstanding, as of December 31, 2021 and December 31, 2020, respectively)] | | | [removed: 17] [added: 18] | | | | | | [removed: 7] [added: 17] | | |

| Additional paid-in capital | | | [removed: 916,482] [added: 936,299] | | | | | | [removed: 22,768] [added: 916,482] | | |

| [removed: Accumulated deficit] [added: Retained earnings (accumulated deficit)] | | | [removed: (62,622)] [added: 72,415] | | | | | | [removed: (40,797)] [added: (62,622)] | | |

*Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting*

We also have audited the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021 based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audits also included performing such other procedures as we considered necessary in the circumstances.

*Definition and Limitations of Internal Control Over Financial Reporting*

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

*Critical Audit Matter*

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

*Related party transactions with Shenghe*

As discussed in Notes 4 and 18 to the consolidated financial statements, the Company has entered into a set of commercial agreements with Shenghe Resources (Singapore) International Trading Pte.

Ltd (“Shenghe”).

Under the agreements, Shenghe purchases the rare earth products produced by the Company at specified prices.

A portion of the sales price, for sales made under these agreements, reduces debt owed to Shenghe.

We identified the assessment of the related party transactions (transactions) with Shenghe as a critical audit matter.

Subjective auditor judgment was required in assessing the sufficiency of the procedures performed to determine such transactions were identified, accounted for, and disclosed properly by the Company.

The following are the primary procedures we performed to address this critical audit matter.

We applied auditor judgment to determine the nature and extent of procedures to be performed over transactions with Shenghe.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the identification, accounting, and disclosure of the transactions with Shenghe.

We evaluated the identification, accounting, and disclosure of transactions with Shenghe by:

- obtaining and analyzing underlying documentation for a sample of sales transactions

- confirming the accounts receivable balance due from Shenghe and the debt balance due to Shenghe as of December 31, 2021

- reading the underlying agreements with Shenghe and comparing the disclosed terms to the Company’s public filings

- inquiring of management of the Company and the Audit Committee of the Board of Directors regarding the Shenghe relationship and transactions

- reading the minutes from meetings of the Board of Directors regarding the Shenghe relationship and transactions.

We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed over the transactions with Shenghe.

February 28, 2022

| Accounts receivable (including related party), net of allowance for credit losses of $0 and $0, respectively | | | 51,009 | | | | | | 3,589 | | |

| Income taxes payable | | | 3,463 | | | | | | — | | |

| Revenue: | | | | | | | | | | | | | | | | | |

| Product sales (including related party) | | | $ | 328,563 | | | | | $ | 133,697 | | | | | $ | 73,017 | |

| Other sales | | | 3,389 | | | | | | 613 | | | | | | 394 | | |

| Total revenue | | | 331,952 | | | | | | 134,310 | | | | | | 73,411 | | |

| Advanced projects, development and other | | | 4,573 | | | | | | 140 | | | | | | — | | |

| Write-down of inventories | | | 1,809 | | | | | | — | | | | | | — | | |

*Opinion on the Consolidated Financial Statements*

These consolidated financial statements are the responsibility of the Company’s management.

March 22, 2021

| | | | December 31, | | | | | | | | |

| Trade accounts receivable (including related parties) | | | 3,589 | | | | | | 370 | | |

| Deferred revenue—related parties | | | — | | | | | | 6,609 | | |

| Other current liabilities—related parties | | | — | | | | | | 3,230 | | |

| Deferred revenue—related parties, net of current portion | | | — | | | | | | 28,934 | | |

| Product sales (including to related parties) | | | $ | 134,310 | | | | | $ | 73,411 | | | | | | | |

| Accounts payable and accrued liabilities | | | (3,848) | | | | | | 6,246 | | | | | | | | |

| Accrued interest | | | (1,519) | | | | | | 1,761 | | | | | | | | |

| Other | | | (1,060) | | | | | | — | | | | | | | | |

The mine achieved commercial operations in July 2019 and we are currently working to restore the remainder of the facility for use in processing separated rare earth products.

The Company is headquartered in Las Vegas, Nevada.

The Business Combination (as defined below) was consummated on November 17, 2020, pursuant to the terms of a merger agreement entered into on July 15, 2020 (the “Merger Agreement”).

Shenghe has significant knowledge of the mining, processing, marketing and distribution of rare earth products, as well as access to customers in the Chinese market for these products.

As discussed in [Note 3, “Business Combination and Reverse Recapitalization,”](#icd2d4b2fb506464a9cd2c7261b7d8c93_646) such preferred interest was effectively exchanged into shares of the Company’s common stock with a par value of $0.0001 per share (“Common Stock”).

See [Note 4, “Relationship and Agreements with Shenghe,”](#icd2d4b2fb506464a9cd2c7261b7d8c93_662) for additional information.

The outbreak of COVID-19 has grown both in the United States and globally, and related government and private sector responsive actions have adversely affected the global economy, including significant business and supply chain disruption as well as broad-based changes in supply and demand.

In December 2019, a series of emergency quarantine measures taken by the Chinese government disrupted domestic business activities in China during the weeks after the initial outbreak of COVID-19.

Since that time, an increasing number of countries, including the United States, have imposed restrictions on travel to and from China and elsewhere, as well as general movement restrictions, business closures and other measures imposed to slow the spread of COVID-19.

At the onset of the outbreak, we initially experienced shipping delays due to overseas port slowdowns and container shortages, but we did not experience a reduction in production or sales.

However, in the fourth quarter of 2020, we began to again see shipping delays and container shortages from congestion at ports, which has been exacerbated by COVID-19.

As the situation continues to develop, it is impossible to predict the effect and ultimate impact of the COVID-19 pandemic on the Company’s business and results of operations.

Restricted cash principally relates to cash that is pledged as collateral in connection with surety bonds placed with California state and regional agencies related to closure and reclamation obligations.

Management reviews the need for an allowance for doubtful accounts quarterly based on historical experience with each customer and the specifics of each arrangement.

As of December 31, 2020, and 2019, the Company did not have an allowance

for doubtful accounts, as principally all of our receivables are from sales to Shenghe and amounts not received in cash would be offset by reductions in the principal balance owed to Shenghe.

| Buildings | | | 40 | | |

At the time of acquiring the 97.5% working interest, the mine had already been in a producing stage, but was idled and in care and maintenance; therefore, costs associated with the return to production were capitalized to inventory as incurred.

Additionally, costs incurred above the amount required to return the mine to production, including certain overburden mining activities, were expensed as incurred.

and processing facility.

The Company has elected to use this extended transition period under the JOBS Act.

The adoption dates discussed below reflect this election.

ASU 2016-13 is effective for annual periods beginning after December 15, 2020, and interim periods beginning after December 15, 2021, with early adoption permitted.

The provisions of ASU 2016-13 must be applied through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective.

We have elected to adopt ASU 2016-13 effective January 1, 2021, and its impact on our Consolidated Financial Statements is not material.

internal-use software.

ASU 2018-15 is effective for annual periods beginning after December 15, 2020, and interim periods beginning after December 15, 2021, with early adoption permitted.

The provisions of ASU 2018-15 may be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures [removed: as of the end of the fiscal quarter ended December 31, 2020, as] [added: (as] such term is defined in Rules 13a-15(e) and 15d-15(e) under the [added: Securities] Exchange [removed: Act.][added: Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2021.]

[removed: Disclosure] [added: Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this Annual Report on Form 10-K (this “Annual Report”), our disclosure] controls and procedures [removed: are designed] [added: were effective] to [removed: ensure] [added: provide reasonable assurance] that information required to be disclosed by us in [removed: our] [added: reports we file or submit under the] Exchange Act [removed: reports] is recorded, processed, summarized, and reported within the time periods specified in [removed: the SEC’s] [added: SEC] rules and forms, and [removed: that such information] is accumulated and communicated to [removed: our] management, including our [removed: principal executive officer and principal financial] [added: Chief Executive Officer] and [removed: accounting officer or persons performing similar functions,] [added: Chief Financial Officer,] as appropriate, to allow timely decisions regarding required [removed: disclosure.][added: disclosures.]

Our management is responsible for establishing and maintaining a system of internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of our financial reporting and preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with accounting principles generally accepted in the United States of America; providing reasonable assurance that our receipts and expenditures are made in accordance with authorizations of our management and directors; and providing reasonable assurance that unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements would be prevented or detected on a timely basis.

Management conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in the *Internal Control— Integrated Framework (2013)*.

Based on this assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2021, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America.

The effectiveness of our internal control over financial reporting as of December 31, 2021, has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which is included in [Part II, Item 8](#i8ee915207ea04d95a548923ad88c977a_142) of this Annual Report.

During the fourth quarter of the year ended December 31, 2021, there were no changes in our internal control over financing reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect our internal control over financing reporting.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that during the period covered by this Annual Report on Form 10-K (this “Annual Report”), our disclosure controls and procedures were effective.

Pursuant to Rule 15d-15(c) under the Exchange Act, because the Company was not required to file (and did not file) an Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (a “Prior Year Annual Report”), this Annual Report does not include a report of management’s assessment regarding internal control over financial reporting due to a transition period established pursuant to SEC rules and regulations for newly public companies.

Pursuant to an exemption established by the Jumpstart Our Business Startups Act for “smaller reporting companies,” this Annual Report does not include an attestation report of our independent registered public accounting firm on our internal control over financial reporting.

Pursuant to Rule 15d-15(d) under the Exchange Act, because the Company was not required to file (and did not file) a Prior Year Annual Report, it was not required to conduct (and did not conduct) an evaluation of changes in our internal control over financial reporting that occurred during the fourth quarter of the year ended December 31, 2020.

PART III

Not applicable.

PART III

The remaining information required by this item concerning directors and corporate governance is hereby incorporated by reference to the Company’s definitive proxy statement for its Annual Meeting of Shareholders (the [removed: “2021] [added: “2022] Proxy Statement”), to be filed with the U.S. Securities and Exchange Commission within 120 days after December 31, [removed: 2020,] [added: 2021,] pursuant to Regulation 14A under the Securities Act.

Information required by this item concerning executive officers is included in [Part I](#i8ee915207ea04d95a548923ad88c977a_13) of this Annual Report on Form 10-K.

The persons serving as our executive officers and their positions with us are as follows:

| NAME | | | | | | AGE | | | | | | POSITION WITH THE COMPANY | | |

| James H. Litinsky | | | | | | 43 | | | | | | Chairman of the Board and Chief Executive Officer | | |

| Michael Rosenthal | | | | | | 42 | | | | | | Chief Operating Officer | | |

| Ryan Corbett | | | | | | 31 | | | | | | Chief Financial Officer | | |

| Sheila Bangalore | | | | | | 42 | | | | | | General Counsel and Chief Strategy Officer | | |

James H.

Litinsky. Mr. Litinsky is the Founder, Chairman and Chief Executive Officer of MP Materials.

Mr. Litinsky is also the Founder, Chief Executive Officer and Chief Investment Officer of JHL Capital Group LLC (“JHL”), an alternative investment management firm.

Before founding JHL in 2006, he was a member of the Drawbridge Special Opportunities Fund at

Fortress Investment Group.

Prior to Fortress, he was a Director of Finance at Omnicom Group, and he worked as a merchant banker at Allen & Company.

Mr. Litinsky received a B.A. in Economics from Yale University, cum laude, and a J.D./M.B.A. from the Northwestern University School of Law and the Kellogg School of Management.

He was admitted to the Illinois Bar.

Mr. Litinsky also serves as a member of the Boards of the Shirley Ryan AbilityLab and the Museum of Contemporary Art Chicago.

Michael Rosenthal. Mr. Rosenthal is a Founder and the Chief Operating Officer of MP Materials.

He has managed the Mountain Pass operation since the Company acquired the site in 2017.

Before MP Materials, he was a Partner at QVT Financial (“QVT”), an investment management firm.

At QVT, Mr. Rosenthal concentrated on investments in the global automotive sector and in China.

Prior to joining QVT, he worked as a senior high yield credit analyst for Shenkman Capital Management.

Mr. Rosenthal graduated from Duke University with an A.B. degree in Economics and Comparative Area Studies.

Ryan Corbett. Mr. Corbett joined MP Materials as its Chief Financial Officer in 2019.

Prior to joining MP Materials, he was a Managing Director at JHL, where he focused on JHL’s investment in MP Materials.

Before JHL, Mr. Corbett was a member of alternative asset managers Brahman Capital Corp. and King Street Capital Management LP, both based in New York, where he focused on special situations investments across the capital structure.

Mr. Corbett began his career in investment banking and corporate finance at Morgan Stanley & Co. after graduating magna cum laude from the Wharton School of the University of Pennsylvania with a concentration in Finance.

Sheila Bangalore. Ms. Bangalore joined MP Materials as its General Counsel and Chief Strategy Officer in 2020.

Prior to MP Materials, Ms. Bangalore was most recently Assistant General Counsel at Aristocrat Technologies, and previously held legal roles at Zappos and Bally Technologies.

Ms. Bangalore began her career at Bilzin Sumberg Baena Price & Axelrod LLP.

She is a former Board member and President of the Association of Corporate Counsel, Nevada Chapter.

Ms. Bangalore received her B.A. in Literature from Tufts University and her J.D. from the Washington University in St. Louis.

She is currently an MBA Candidate at the Wharton School of the University of Pennsylvania.

The information required by this item is hereby incorporated by reference to the [removed: 2021] [added: 2022] Proxy Statement.

The information required by this item is hereby incorporated by reference to the [removed: 2021] [added: 2022] Proxy Statement.

The information required by this item is hereby incorporated by reference to the [removed: 2021] [added: 2022] Proxy Statement.

The information required by this item is hereby incorporated by reference to the [removed: 2021] [added: 2022] Proxy Statement.

[removed: (1)Financial Statements (see [Item 8](#icd2d4b2fb506464a9cd2c7261b7d8c93_88)[.](#icd2d4b2fb506464a9cd2c7261b7d8c93_88) [“](#icd2d4b2fb506464a9cd2c7261b7d8c93_88)[Financial] [added: “Financial] Statements and Supplementary [removed: Data”](#icd2d4b2fb506464a9cd2c7261b7d8c93_88)] [added: Data”](#i8ee915207ea04d95a548923ad88c977a_142)] and incorporated herein by reference).

| [removed: Exhibit] [added: Exh.] No. | | | | | | Description | | |

| 2.1 | | | | | | [Agreement and Plan of Merger, dated as of [removed: July](http://www.sec.gov/Archives/edgar/data/1801368/000119312520192954/d949883dex21.htm) [15,] [added: July 15,] 2020, by and among Fortress Value Acquisition Corp., FVAC Merger Corp. I, FVAC Merger LLC II, FVAC Merger LLC III, FVAC Merger LLC IV, MP Mine Operations LLC and Secure Natural Resources LLC (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 15, 2020).](http://www.sec.gov/Archives/edgar/data/1801368/000119312520192954/d949883dex21.htm) | | |

| 2.2 | | | | | | [Amendment No. 1 to the Agreement and Plan of Merger, dated as of [removed: August](http://www.sec.gov/Archives/edgar/data/1801368/000119312520231554/d18122dex21.htm) [26,] [added: August 26,] 2020, by and among Fortress Value Acquisition Corp., FVAC Merger Corp. I, FVAC Merger LLC II, FVAC Merger LLC III, FVAC Merger LLC IV, MP Mine Operations LLC and Secure Natural Resources LLC (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on August 27, 2020).](http://www.sec.gov/Archives/edgar/data/1801368/000119312520231554/d18122dex21.htm) | | |

| 3.1 | | | | | | [Second Amended and Restated Certificate of Incorporation of [removed: Fortress Value Acquisition Corp] [added: MP Materials Corp.] (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 17, 2020).](http://www.sec.gov/Archives/edgar/data/1801368/000119312520296150/d23121dex31.htm) | | |

| 3.2 | | | | | | [Amended and Restated Bylaws [removed: of Fortress Value Acquisition Corp (incorporated] [added: of](http://www.sec.gov/Archives/edgar/data/1801368/000119312520296150/d23121dex32.htm) [MP Materials](http://www.sec.gov/Archives/edgar/data/1801368/000119312520296150/d23121dex32.htm) [Corp](http://www.sec.gov/Archives/edgar/data/1801368/000119312520296150/d23121dex32.htm)[.](http://www.sec.gov/Archives/edgar/data/1801368/000119312520296150/d23121dex32.htm) [(incorporated] herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on November 17, 2020).](http://www.sec.gov/Archives/edgar/data/1801368/000119312520296150/d23121dex32.htm) | | |

| [removed: 4.1] [added: 10.10†] | | | | | | [removed: [Warrant] [added: [Employment] Agreement, dated [removed: April](http://www.sec.gov/Archives/edgar/data/1801368/000119312520132562/d925358dex41.htm) [](http://www.sec.gov/Archives/edgar/data/1801368/000119312520132562/d925358dex41.htm)[29,] [added: July 15,] 2020, [added: by and] between [removed: the Company] [added: MP Materials Corp.] and [removed: Continental Stock Transfer](http://www.sec.gov/Archives/edgar/data/1801368/000119312520132562/d925358dex41.htm) [& Trust Company.] [added: Sheila Bangalore] (incorporated herein by reference to Exhibit [removed: 4.1] [added: 10.12] to the Company’s Current Report on [removed: For] [added: Form] 8-K filed [removed: with the May 4, 2020).](http://www.sec.gov/Archives/edgar/data/1801368/000119312520132562/d925358dex41.htm)] [added: on November 17, 2020).](http://www.sec.gov/Archives/edgar/data/1801368/000119312520296150/d23121dex1012.htm)] | | |

| [removed: 4.4*] [added: 4.1*] | | | | | | [Description of [removed: Securities.](https://www.sec.gov/Archives/edgar/data/1801368/000180136821000011/mpmcexhibit44123120.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/1801368/000180136822000010/mpmcexhibit41123121.htm)] | | |

| [removed: 10.2] [added: 10.16+] | | | | | | [removed: [MPMO Support] [added: [Amended and Restated Offtake] Agreement, dated as of [removed: July 15,] [added: May 19,] 2020, [removed: by and among Fortress Value Acquisition Corp.] [added: between MPMO] and [removed: MP Mine Operations LLC] [added: Shenghe Resources (Singapore)] (incorporated herein by reference to Exhibit [removed: 10.2] [added: 10.15] to the Company’s Registration Statement on Form S-4 filed with the SEC on August 27, [removed: 2020).](http://www.sec.gov/Archives/edgar/data/1801368/000119312520231672/d920830ds4.htm#ii920830_5)] [added: 2020).](http://www.sec.gov/Archives/edgar/data/1801368/000119312520231672/d920830dex1015.htm)] | | |

| [removed: 10.3] [added: 10.2] | | | | | | [removed: [SNR Support] [added: [Amended and Restated Registration Rights] Agreement, dated [removed: as of July 15,] [added: November 17,] 2020, by and [removed: among Fortress] [added: between](http://www.sec.gov/Archives/edgar/data/1801368/000119312520296150/d23121dex106.htm) [MP Materials Corp.(f/k/a](http://www.sec.gov/Archives/edgar/data/1801368/000119312520296150/d23121dex106.htm) [Fortress] Value Acquisition [removed: Corp. and MP Mine Operations LLC] [added: Corp.](http://www.sec.gov/Archives/edgar/data/1801368/000119312520296150/d23121dex106.htm)[)](http://www.sec.gov/Archives/edgar/data/1801368/000119312520296150/d23121dex106.htm) [](http://www.sec.gov/Archives/edgar/data/1801368/000119312520296150/d23121dex106.htm)[and the restricted stockholders] (incorporated herein by reference to Exhibit [removed: 10.3] [added: 10.6] to the Company’s [removed: Registration Statement] [added: Current Report] on Form [removed: S-4] [added: 8-K] filed [removed: with the SEC] on [removed: August 27, 2020).](http://www.sec.gov/Archives/edgar/data/1801368/000119312520231672/d920830ds4.htm#ii920830_6)] [added: November 17, 2020).](http://www.sec.gov/Archives/edgar/data/1801368/000119312520296150/d23121dex106.htm)] | | |

| [removed: 10.6] [added: 10.5] | | | | | | [removed: [Amended and Restated Registration Rights Agreement, dated November 17, 2020, by and between Fortress Value Acquisition Corp. and the restricted stockholders] [added: [Form of Indemnification Agreement] (incorporated herein by reference to Exhibit [removed: 10.6] [added: 10.8] to the Company’s Current Report on Form 8-K filed on November 17, [removed: 2020).](http://www.sec.gov/Archives/edgar/data/1801368/000119312520296150/d23121dex106.htm)] [added: 2020)](http://www.sec.gov/Archives/edgar/data/1801368/000119312520296150/d23121dex108.htm).] | | |

| [removed: 10.7†] [added: 10.4†] | | | | | | [MP Materials Corp. 2020 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on November 17, 2020).](http://www.sec.gov/Archives/edgar/data/1801368/000119312520296150/d23121dex107.htm) | | |

| [removed: 10.8] [added: 16.1] | | | | | | [removed: [Form of Indemnification Agreement] [added: [Letter from WithumSmith+Brown, PC to the SEC, dated November 23, 2020] (incorporated [removed: herein] by reference to Exhibit [removed: 10.8] [added: 16.1] to the Company’s Current Report on Form 8-K filed on November [removed: 17, 2020)](http://www.sec.gov/Archives/edgar/data/1801368/000119312520296150/d23121dex108.htm).] [added: 23, 2020).](http://www.sec.gov/Archives/edgar/data/1801368/000119312520301518/d51488dex161.htm)] | | |

| [removed: 10.9†] [added: 10.6†] | | | | | | [Employment Agreement, dated [removed: July](http://www.sec.gov/Archives/edgar/data/1801368/000119312520296150/d23121dex109.htm) [15, 2020, by and] [added: November 18, 2021, effective as of January 1, 2022,] between MP Materials Corp. and James H. Litinsky (incorporated herein by reference to Exhibit [removed: 10.9] [added: 10.1] to the Company’s Current Report on Form 8-K filed on November [removed: 17, 2020).](http://www.sec.gov/Archives/edgar/data/1801368/000119312520296150/d23121dex109.htm)] [added: 19, 2021).](http://www.sec.gov/Archives/edgar/data/1801368/000119312521335300/d222153dex101.htm)] | | |

| [removed: 10.10†] [added: 10.8†] | | | | | | [Employment Agreement, dated [removed: July](http://www.sec.gov/Archives/edgar/data/1801368/000119312520296150/d23121dex1010.htm) [1](http://www.sec.gov/Archives/edgar/data/1801368/000119312520296150/d23121dex1010.htm)[5, 2020, by and] [added: November 18, 2021, effective as of January 1, 2022,] between MP Materials Corp. and Michael Rosenthal (incorporated herein by reference to Exhibit [removed: 10.10] [added: 10.3] to the Company’s Current Report on Form 8-K filed on November [removed: 17, 2020).](http://www.sec.gov/Archives/edgar/data/1801368/000119312520296150/d23121dex1010.htm)] [added: 19, 2021).](http://www.sec.gov/Archives/edgar/data/1801368/000119312521335300/d222153dex103.htm)] | | |

| [removed: Exhibit] [added: Exh.] No. | | | | | | Description | | |

| [removed: 10.11†] [added: 10.7†] | | | | | | [Employment Agreement, dated [removed: July](http://www.sec.gov/Archives/edgar/data/1801368/000119312520296150/d23121dex1011.htm) [15, 2020, by and] [added: November 18, 2021, effective as of January 1, 2022,] between MP Materials Corp. and Ryan Corbett (incorporated herein by reference to Exhibit [removed: 10.11] [added: 10.2] to the Company’s Current Report on Form 8-K filed on November [removed: 17, 2020).](http://www.sec.gov/Archives/edgar/data/1801368/000119312520296150/d23121dex1011.htm)] [added: 19, 2021).](http://www.sec.gov/Archives/edgar/data/1801368/000119312521335300/d222153dex102.htm)] | | |

| [removed: 10.12†] [added: 10.9†] | | | | | | [Employment Agreement, dated [removed: July](http://www.sec.gov/Archives/edgar/data/1801368/000119312520296150/d23121dex1012.htm) [15, 2020, by and] [added: November 18, 2021, effective as of January 1, 2022,] between MP Materials Corp. and [removed: Sheila Bangalore] [added: Elliot](http://www.sec.gov/Archives/edgar/data/1801368/000119312521335300/d222153dex104.htm) [D. Hoops] (incorporated herein by reference to Exhibit [removed: 10.12] [added: 10.4] to the Company’s Current Report on Form 8-K filed on November [removed: 17, 2020).](http://www.sec.gov/Archives/edgar/data/1801368/000119312520296150/d23121dex1012.htm)] [added: 19, 2021)](http://www.sec.gov/Archives/edgar/data/1801368/000119312521335300/d222153dex104.htm)[.](http://www.sec.gov/Archives/edgar/data/1801368/000119312521335300/d222153dex104.htm)] | | |

| 21.1* | | | | | | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/1801368/000180136821000011/mpmcexhibit211123120.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1801368/000180136822000010/mpmcexhibit211123121.htm)] | | |

| 23.1* | | | | | | [Consent of KPMG [removed: LLP](https://www.sec.gov/Archives/edgar/data/1801368/000180136821000011/mpmcexhibit231123120.htm)[.](https://www.sec.gov/Archives/edgar/data/1801368/000180136821000011/mpmcexhibit231123120.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/1801368/000180136822000010/mpmcexhibit231123121.htm)] | | |

| 23.2* | | | | | | [Consent of [removed: SRK](https://www.sec.gov/Archives/edgar/data/1801368/000180136821000011/mpmcexhibit232123120.htm) [Consulting] [added: SRK Consulting] (U.S.), [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1801368/000180136821000011/mpmcexhibit232123120.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1801368/000180136822000010/mpmcexhibit232123121srk.htm)] | | |

| 24.1* | | | | | | [Power of Attorney (included as part of signature [removed: page)](#icd2d4b2fb506464a9cd2c7261b7d8c93_214).] [added: page)](#i8ee915207ea04d95a548923ad88c977a_271).] | | |

| 31.1* | | | | | | [CEO Certification pursuant to rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 [removed: of](https://www.sec.gov/Archives/edgar/data/1801368/000180136821000011/mpmcexhibit311123120.htm) [t](https://www.sec.gov/Archives/edgar/data/1801368/000180136821000011/mpmcexhibit311123120.htm)[he Sarbanes‑](https://www.sec.gov/Archives/edgar/data/1801368/000180136821000011/mpmcexhibit311123120.htm)[Oxley] [added: of the Sarbanes‑Oxley] Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1801368/000180136821000011/mpmcexhibit311123120.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1801368/000180136822000010/mpmcexhibit311123121.htm)] | | |

| 31.2* | | | | | | [CFO Certification pursuant to rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 [removed: of](https://www.sec.gov/Archives/edgar/data/1801368/000180136821000011/mpmcexhibit312123120.htm) [t](https://www.sec.gov/Archives/edgar/data/1801368/000180136821000011/mpmcexhibit312123120.htm)[he Sarbanes‑](https://www.sec.gov/Archives/edgar/data/1801368/000180136821000011/mpmcexhibit312123120.htm)[Oxley] [added: of the Sarbanes‑Oxley] Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1801368/000180136821000011/mpmcexhibit312123120.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1801368/000180136822000010/mpmcexhibit312123121.htm)] | | |

| 32.1 | | | | | | [CEO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 [removed: of](https://www.sec.gov/Archives/edgar/data/1801368/000180136821000011/mpmcexhibit321123120.htm) [t](https://www.sec.gov/Archives/edgar/data/1801368/000180136821000011/mpmcexhibit321123120.htm)[he Sarbanes‑](https://www.sec.gov/Archives/edgar/data/1801368/000180136821000011/mpmcexhibit321123120.htm)[Oxley] [added: of the Sarbanes‑Oxley] Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1801368/000180136821000011/mpmcexhibit321123120.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1801368/000180136822000010/mpmcexhibit321123121.htm)] | | |

| 32.2 | | | | | | [CFO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 [removed: of](https://www.sec.gov/Archives/edgar/data/1801368/000180136821000011/mpmcexhibit322123120.htm) [t](https://www.sec.gov/Archives/edgar/data/1801368/000180136821000011/mpmcexhibit322123120.htm)[he Sarbanes‑](https://www.sec.gov/Archives/edgar/data/1801368/000180136821000011/mpmcexhibit322123120.htm)[Oxley] [added: of the Sarbanes‑Oxley] Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1801368/000180136821000011/mpmcexhibit322123120.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1801368/000180136822000010/mpmcexhibit322123121.htm)] | | |

| 95.1* | | | | | | [Mine Safety Disclosure pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection [removed: Act.](https://www.sec.gov/Archives/edgar/data/1801368/000180136821000011/mpmcexhibit951123120.htm)] [added: Act.](https://www.sec.gov/Archives/edgar/data/1801368/000180136822000010/mpmcexhibit951123121.htm)] | | |

(1)[Report of Independent Registered P](#i8ee915207ea04d95a548923ad88c977a_145)[ublic Accounting Firm](#i8ee915207ea04d95a548923ad88c977a_145)

Auditor Name: KPMG LLP

Auditor Location: Denver, CO

Auditor Firm ID: 185