X0306 4 2020-12-21 0 0001801368 MP Materials Corp. / DE MP 0001290162 QVT Financial LP 444 MADISON AVENUE, 21ST FLOOR NEW YORK NY 10022 1 0 1 1 Director by Deputization Class A Common Stock 2020-12-21 4 J 0 709343 A 10852130 I Held by Fourth Avenue FF Opportunities LP - Series E Class A Common Stock 2020-12-21 4 J 0 116162 A 1777164 I Held by QVT Family Office Onshore LP Class A Common Stock 2020-12-21 4 J 0 574765 A 8793242 I Held by Saratoga Park Ltd. Class A Common Stock 2020-12-22 4 J 0 709343 A 11561473 I Held by Fourth Avenue FF Opportunities LP - Series E Class A Common Stock 2020-12-22 4 J 0 116162 A 1893326 I Held by QVT Family Office Onshore LP Class A Common Stock 2020-12-22 4 J 0 574765 A 9368007 I Held by Saratoga Park Ltd. QVT Financial LP and its general partner, QVT Financial GP LLC (together, "QVT"), may be deemed to have beneficial ownership over the 22,822,806 Common Shares held by Saratoga Park Ltd., QVT Family Office Onshore LP and Fourth Avenue FF Opportunities LP - Series E (the "QVT Funds"). The filing of this statement shall not be deemed an admission that QVT is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Fourth Avenue Capital Partners GP LLC is the general partner of Fourth Avenue FF Opportunities LP - Series E and may also be deemed to have beneficial ownership over the Common Shares held by Fourth Avenue FF Opportunities LP - Series E. Pursuant to an "earn-out" provision in the merger agreement pursuant to which the Issuer acquired MPMO Holding Company and SNR Holding Company, LLC by business combination on November 17, 2020, the QVT Funds were granted the contingent right to receive the acquired shares. The merger agreement provided that the QVT Funds would receive the acquired shares, for no additional consideration, if, at any time during the ten years following the Closing, the VWAP of the Shares is greater than or equal to $18.00 for any twenty trading days within any thirty-trading day period. The Issuer's Shares met the condition on December 21, 2020, as a result of which the QVT Funds acquired the earn-out Shares and therefore the Reporting Person may be deemed to have acquired the earn-out shares. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Pursuant to an "earn-out" provision in the merger agreement pursuant to which the Issuer acquired MPMO Holding Company and SNR Holding Company, LLC by business combination on November 17, 2020, the QVT Funds were granted the contingent right to receive the acquired shares. The merger agreement provided that the QVT Funds would receive the acquired shares, for no additional consideration, if, at any time during the ten years following the Closing, the VWAP of the Shares is greater than or equal to $20.00 for any twenty trading days within any thirty-trading day period. The Issuer's Shares met the condition on December 22, 2020, as a result of which the QVT Funds acquired the earn-out Shares and therefore the Reporting Person may be deemed to have acquired the earn-out shares. QVT expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. /s/ Meg Eisner 2020-12-23