X0306 4 2020-12-21 0001801368 MP Materials Corp. / DE MP 0001831746 Litinsky James H. 6720 VIA AUSTI PARKWAY SUITE 450 LAS VEGAS NV 89119 true true true Chairman and CEO Class A Common Stock 2020-12-21 4 J 0 1114795 A 17055076 I Held by James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011 Class A Common Stock 2020-12-21 4 J 0 734241 A 11233040 I Held by JHL Capital Group Holdings One LLC Class A Common Stock 2020-12-21 4 J 0 2182344 A 33387338 I Held by JHL Capital Group Holdings Two LLC Class A Common Stock 2020-12-21 4 J 0 153 A 2361 I Held by JHL Capital Group LLC Class A Common Stock 2020-12-22 4 J 0 1114795 A 18169871 I Held by James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011 Class A Common Stock 2020-12-22 4 J 0 734241 A 11967281 I Held by JHL Capital Group Holdings One LLC Class A Common Stock 2020-12-22 4 J 0 2182344 A 35569682 I Held by JHL Capital Group Holdings Two LLC Class A Common Stock 2020-12-22 4 J 0 153 A 2514 I Held by JHL Capital Group LLC James Litinsky as sole trustee of the James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011. JHL Capital Group Master Fund L.P., a Cayman Islands limited partnership ("JHL Master Fund"), is the 100% owner of each of JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC. JHL Capital Group Master Fund GP Ltd., a Cayman Islands exempted company ("JHL Master Fund GP"), is the general partner of JHL Master Fund. JHL Capital Group LLC, a Delaware limited liability company ("JHL Capital Group"), is the investment manager of JHL Master Fund, and is also the 100% owner of JHL Master Fund GP. JHL Capital Group L.P. and Mr. Litinsky may be deemed to beneficially own the shares held by JHL Capital Group LLC. James H. Litinsky holds a controlling interest in JHL Capital Group L.P. and serves as Chief Executive Officer of JHL Capital Group, as well as director of JHL Master Fund GP. Accordingly, JHL Master Fund, JHL Master Fund GP, JHL Capital Group, JHL Capital Group L.P. and Mr. Litinsky may be deemed to beneficially own MP Materials Corp. (the "Issuer") Class A common stock ("Shares") to be held directly by JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC. Mr. Litinsky disclaims any beneficial ownership in the Shares described in the prior sentence, other than to the extent of any pecuniary interest he may have therein, directly or indirectly. 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 Reporting Person was granted the contingent right to receive the acquired shares. The merger agreement provided that the Reporting Person 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 Reporting Person acquired earn-out Shares. 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 Reporting Person was granted the contingent right to receive the acquired shares. The merger agreement provided that the Reporting Person 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 Reporting Person acquired earn-out Shares. /s/ Sheila Bangalore as Attorney-in-Fact for James H. Litinsky 2020-12-23