MP

SEC source: 0001562180-21-002575 · primarydocument.xml · nonDerivative · entry 1

MYERS RICHARD B · CIK 0001356702 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 452

F1 · security: Represents deferred stock units ("DSUs") awarded in connection with the election to defer cash retainers by the reporting person. Each DSU represents a right to receive a share of the registrant's common stock and are fully vested on grant. The DSUs will be settled upon the earlier to occur of the following: (i) June 15th occurring following the close of the fifth calendar year following the close of the calendar year in which the cash retainers are earned; (ii) certain changes in control of the registrant; and (iii) the date of the reporting person's separation from service.

F2 · price: The closing price of MP Class A Common Stock on March 31, 2021 was used to determine the number of DSUs awarded.

F3 · balance_after: Excludes unvested restricted stock units ("RSUs")

SEC source: 0001562180-21-002574 · primarydocument.xml · nonDerivative · entry 1

Lavan Maryanne · CIK 0001495449 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 504

F1 · security: Represents deferred stock units ("DSUs") awarded in connection with the election to defer cash retainers by the reporting person. Each DSU represents a right to receive a share of the registrant's common stock and are fully vested on grant. The DSUs will be settled upon the earlier to occur of the following: (i) June 15th occurring following the close of the fifth calendar year following the close of the calendar year in which the cash retainers are earned; (ii) certain changes in control of the registrant; and (iii) the date of the reporting person's separation from service.

F2 · price: The closing price of MP Class A Common Stock on March 31, 2021 was used to determine the number of DSUs awarded.

F3 · balance_after: Excludes unvested restricted stock units ("RSUs")

SEC source: 0001140361-21-010844 · form4.xml · nonDerivative · entry 3

JHL Capital Group LLC · CIK 0001496859 · 10% owner · See Remarks

JHL Capital Group Holdings One LLC · CIK 0001831474 · See Remarks

JHL Capital Group Holdings Two LLC · CIK 0001831473 · 10% owner · See Remarks

JHL Capital Group Master Fund L.P. · CIK 0001831478 · 10% owner · See Remarks

JHL Capital Group Master Fund GP Ltd. · CIK 0001831476 · 10% owner · See Remarks

JHL Capital Group L.P. · CIK 0001831475 · 10% owner · See Remarks

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,338

SEC source: 0001140361-21-010844 · form4.xml · nonDerivative · entry 2

JHL Capital Group LLC · CIK 0001496859 · 10% owner · See Remarks

JHL Capital Group Holdings One LLC · CIK 0001831474 · See Remarks

JHL Capital Group Holdings Two LLC · CIK 0001831473 · 10% owner · See Remarks

JHL Capital Group Master Fund L.P. · CIK 0001831478 · 10% owner · See Remarks

JHL Capital Group Master Fund GP Ltd. · CIK 0001831476 · 10% owner · See Remarks

JHL Capital Group L.P. · CIK 0001831475 · 10% owner · See Remarks

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by JHL Capital Group Holdings Two LLC

Disclosed balance after: 33,077,926

F1 · ownership.direct: 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.

F2 · ownership.direct: 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.

F1 · ownership.nature: 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.

F2 · ownership.nature: 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.

SEC source: 0001140361-21-010844 · form4.xml · nonDerivative · entry 1

JHL Capital Group LLC · CIK 0001496859 · 10% owner · See Remarks

JHL Capital Group Holdings One LLC · CIK 0001831474 · See Remarks

JHL Capital Group Holdings Two LLC · CIK 0001831473 · 10% owner · See Remarks

JHL Capital Group Master Fund L.P. · CIK 0001831478 · 10% owner · See Remarks

JHL Capital Group Master Fund GP Ltd. · CIK 0001831476 · 10% owner · See Remarks

JHL Capital Group L.P. · CIK 0001831475 · 10% owner · See Remarks

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by JHL Capital Group Holdings One LLC

Disclosed balance after: 11,128,940

F1 · ownership.direct: 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.

F2 · ownership.direct: 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.

F1 · ownership.nature: 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.

F2 · ownership.nature: 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.

SEC source: 0001140361-21-010811 · form4.xml · nonDerivative · entry 4

Litinsky James H. · CIK 0001831746 · Director · Chairman and CEO · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by JHL Capital Group LLC

Disclosed balance after: 2,338

F2 · ownership.direct: 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.

F3 · ownership.direct: 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.

F2 · ownership.nature: 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.

F3 · ownership.nature: 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.

SEC source: 0001140361-21-010811 · form4.xml · nonDerivative · entry 3

Litinsky James H. · CIK 0001831746 · Director · Chairman and CEO · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by JHL Capital Group Holdings Two LLC

Disclosed balance after: 33,077,926

F2 · ownership.direct: 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.

F3 · ownership.direct: 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.

F2 · ownership.nature: 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.

F3 · ownership.nature: 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.

SEC source: 0001140361-21-010811 · form4.xml · nonDerivative · entry 2

Litinsky James H. · CIK 0001831746 · Director · Chairman and CEO · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by JHL Capital Group Holdings One LLC

Disclosed balance after: 11,128,940

F2 · ownership.direct: 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.

F3 · ownership.direct: 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.

F2 · ownership.nature: 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.

F3 · ownership.nature: 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.

SEC source: 0001140361-21-010811 · form4.xml · nonDerivative · entry 1

Litinsky James H. · CIK 0001831746 · Director · Chairman and CEO · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011

Disclosed balance after: 16,897,021

F1 · ownership.direct: James Litinsky as sole trustee of the James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011.

F1 · ownership.nature: James Litinsky as sole trustee of the James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011.

SEC source: 0000899243-21-014272 · doc4.xml · nonDerivative · entry 3

QVT Financial LP · CIK 0001290162 · Director · 10% owner · Director by Deputization

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by Saratoga Park Ltd

Disclosed balance after: 8,711,753

F1 · ownership.direct: QVT Financial LP and its general partner, QVT Financial GP LLC (together, "QVT"), may be deemed to have beneficial ownership over the 21,224,005 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.

F1 · ownership.nature: QVT Financial LP and its general partner, QVT Financial GP LLC (together, "QVT"), may be deemed to have beneficial ownership over the 21,224,005 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.

SEC source: 0000899243-21-014272 · doc4.xml · nonDerivative · entry 2

QVT Financial LP · CIK 0001290162 · Director · 10% owner · Director by Deputization

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by QVT Family Office Onshore LP

Disclosed balance after: 1,760,693

F1 · ownership.direct: QVT Financial LP and its general partner, QVT Financial GP LLC (together, "QVT"), may be deemed to have beneficial ownership over the 21,224,005 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.

F1 · ownership.nature: QVT Financial LP and its general partner, QVT Financial GP LLC (together, "QVT"), may be deemed to have beneficial ownership over the 21,224,005 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.

SEC source: 0000899243-21-014272 · doc4.xml · nonDerivative · entry 1

QVT Financial LP · CIK 0001290162 · Director · 10% owner · Director by Deputization

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by Fourth Avenue FF Opportunities LP - Series E

Disclosed balance after: 10,751,559

F1 · ownership.direct: QVT Financial LP and its general partner, QVT Financial GP LLC (together, "QVT"), may be deemed to have beneficial ownership over the 21,224,005 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.

F1 · ownership.nature: QVT Financial LP and its general partner, QVT Financial GP LLC (together, "QVT"), may be deemed to have beneficial ownership over the 21,224,005 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.

SEC source: 0001140361-21-011133 · form4.xml · nonDerivative · entry 3

Gold Daniel Allen · CIK 0001832142 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by Saratoga Park Ltd.

Disclosed balance after: 8,711,753

F2 · ownership.direct: Management of QVT Family Office Onshore LP ("QVT Onshore") is vested in its general partner, QVT Associates GP LLC, a Delaware limited liability company ("QVT Associates GP"), which may be deemed to beneficially own the Shares held directly by QVT Onshore. QVT Financial LP, a Delaware limited partnership, is the investment manager of QVT Onshore and Saratoga Park Ltd. ("Saratoga"), and shares voting and investment control over the Shares held directly by QVT Onshore and Saratoga. QVT Financial GP LLC ("QVT Financial GP"), a Delaware limited liability company, is the general partner of QVT Financial LP. Daniel Gold is a Managing Member of each of QVT Associates GP and QVT Financial GP, sharing voting and investment control over the Shares held directly by QVT Onshore and Saratoga and may be deemed to beneficially own such shares.

F3 · ownership.direct: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F2 · ownership.nature: Management of QVT Family Office Onshore LP ("QVT Onshore") is vested in its general partner, QVT Associates GP LLC, a Delaware limited liability company ("QVT Associates GP"), which may be deemed to beneficially own the Shares held directly by QVT Onshore. QVT Financial LP, a Delaware limited partnership, is the investment manager of QVT Onshore and Saratoga Park Ltd. ("Saratoga"), and shares voting and investment control over the Shares held directly by QVT Onshore and Saratoga. QVT Financial GP LLC ("QVT Financial GP"), a Delaware limited liability company, is the general partner of QVT Financial LP. Daniel Gold is a Managing Member of each of QVT Associates GP and QVT Financial GP, sharing voting and investment control over the Shares held directly by QVT Onshore and Saratoga and may be deemed to beneficially own such shares.

F3 · ownership.nature: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

SEC source: 0001140361-21-011133 · form4.xml · nonDerivative · entry 2

Gold Daniel Allen · CIK 0001832142 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by QVT Family Office Onshore LP

Disclosed balance after: 1,760,693

F2 · ownership.direct: Management of QVT Family Office Onshore LP ("QVT Onshore") is vested in its general partner, QVT Associates GP LLC, a Delaware limited liability company ("QVT Associates GP"), which may be deemed to beneficially own the Shares held directly by QVT Onshore. QVT Financial LP, a Delaware limited partnership, is the investment manager of QVT Onshore and Saratoga Park Ltd. ("Saratoga"), and shares voting and investment control over the Shares held directly by QVT Onshore and Saratoga. QVT Financial GP LLC ("QVT Financial GP"), a Delaware limited liability company, is the general partner of QVT Financial LP. Daniel Gold is a Managing Member of each of QVT Associates GP and QVT Financial GP, sharing voting and investment control over the Shares held directly by QVT Onshore and Saratoga and may be deemed to beneficially own such shares.

F3 · ownership.direct: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F2 · ownership.nature: Management of QVT Family Office Onshore LP ("QVT Onshore") is vested in its general partner, QVT Associates GP LLC, a Delaware limited liability company ("QVT Associates GP"), which may be deemed to beneficially own the Shares held directly by QVT Onshore. QVT Financial LP, a Delaware limited partnership, is the investment manager of QVT Onshore and Saratoga Park Ltd. ("Saratoga"), and shares voting and investment control over the Shares held directly by QVT Onshore and Saratoga. QVT Financial GP LLC ("QVT Financial GP"), a Delaware limited liability company, is the general partner of QVT Financial LP. Daniel Gold is a Managing Member of each of QVT Associates GP and QVT Financial GP, sharing voting and investment control over the Shares held directly by QVT Onshore and Saratoga and may be deemed to beneficially own such shares.

F3 · ownership.nature: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

SEC source: 0001140361-21-011133 · form4.xml · nonDerivative · entry 1

Gold Daniel Allen · CIK 0001832142 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by Fourth Avenue FF Opportunities LP - Series E

Disclosed balance after: 10,751,559

F1 · ownership.direct: Management of Fourth Avenue FF-E is vested in its general partner, Fourth Avenue Capital Partners GP LLC, a Delaware limited liability company ("Fourth Avenue GP"), which may be deemed to beneficially own the shares of MP Materials Corp. (the "Issuer") Class A common stock ("Shares") held directly by Fourth Avenue FF-E. Daniel Gold is a Managing Member of Fourth Avenue GP, sharing voting and investment control over the Shares held directly by Fourth Avenue FF-E and may be deemed to beneficially own such Shares.

F3 · ownership.direct: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F1 · ownership.nature: Management of Fourth Avenue FF-E is vested in its general partner, Fourth Avenue Capital Partners GP LLC, a Delaware limited liability company ("Fourth Avenue GP"), which may be deemed to beneficially own the shares of MP Materials Corp. (the "Issuer") Class A common stock ("Shares") held directly by Fourth Avenue FF-E. Daniel Gold is a Managing Member of Fourth Avenue GP, sharing voting and investment control over the Shares held directly by Fourth Avenue FF-E and may be deemed to beneficially own such Shares.

F3 · ownership.nature: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

SEC source: 0001140361-21-008979 · form4.xml · nonDerivative · entry 3

Corbett Ryan · CIK 0001831686 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 282,882

SEC source: 0001140361-21-008979 · form4.xml · nonDerivative · entry 2

Corbett Ryan · CIK 0001831686 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 283,225

F1 · shares: These shares of restricted Class A Common Stock are scheduled to vest in 25% annual increments on each anniversary of the grant date, subject to reporting person's continued employment through the applicable vesting date.

SEC source: 0001140361-21-008979 · form4.xml · nonDerivative · entry 1

Corbett Ryan · CIK 0001831686 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 282,071

SEC source: 0001140361-21-008977 · form4.xml · nonDerivative · entry 3

Rosenthal Michael Stuart · CIK 0001832050 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,567,765

SEC source: 0001140361-21-008977 · form4.xml · nonDerivative · entry 2

Rosenthal Michael Stuart · CIK 0001832050 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,568,594

F1 · shares: These shares of restricted Class A Common Stock are scheduled to vest in 25% annual increments on each anniversary of the grant date, subject to reporting person's continued employment through the applicable vesting date

SEC source: 0001140361-21-008977 · form4.xml · nonDerivative · entry 1

Rosenthal Michael Stuart · CIK 0001832050 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,565,800

SEC source: 0001140361-21-008975 · form4.xml · nonDerivative · entry 3

Bangalore Sheila · CIK 0001831684 · CSO and General Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 100,892

SEC source: 0001140361-21-008975 · form4.xml · nonDerivative · entry 2

Bangalore Sheila · CIK 0001831684 · CSO and General Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 101,048

F1 · shares: These shares of restricted Class A Common Stock are scheduled to vest in 25% annual increments on each anniversary of the grant date, subject to reporting person's continued employment through the applicable vesting date.

SEC source: 0001140361-21-008975 · form4.xml · nonDerivative · entry 1

Bangalore Sheila · CIK 0001831684 · CSO and General Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 100,524

SEC source: 0001140361-21-000186 · form4.xml · nonDerivative · entry 1

McKnight Andrew A. · CIK 0001680357 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 635,638

F1 · shares: The Reporting Person received a distribution-in-kind of shares from a stockholder for no additional consideration in proportion to the Reporting Person's economic interest. Such shares remain subject to the terms of a lock-up with the Issuer.

F1 · price: The Reporting Person received a distribution-in-kind of shares from a stockholder for no additional consideration in proportion to the Reporting Person's economic interest. Such shares remain subject to the terms of a lock-up with the Issuer.

SEC source: 0001140361-20-029446 · form4.xml · nonDerivative · entry 6

Gold Daniel Allen · CIK 0001832142 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by Saratoga Park Ltd.

Disclosed balance after: 9,368,007

F5 · kind: 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 the earn-out Shares.

F5 · 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 the earn-out Shares.

F5 · price: 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 the earn-out Shares.

F2 · ownership.direct: Management of QVT Family Office Onshore LP ("QVT Onshore") is vested in its general partner, QVT Associates GP LLC, a Delaware limited liability company ("QVT Associates GP"), which may be deemed to beneficially own the Shares to be held directly by QVT Onshore. QVT Financial LP, a Delaware limited partnership, is the investment manager of QVT Onshore and Saratoga Park Ltd. ("Saratoga"), and shares voting and investment control over the Shares to be held directly by QVT Onshore and Saratoga. QVT Financial GP LLC ("QVT Financial GP"), a Delaware limited liability company, is the general partner of QVT Financial LP. Daniel Gold is a Managing Member of each of QVT Associates GP and QVT Financial GP, sharing voting and investment control over the Shares to be held directly by QVT Onshore and Saratoga and may be deemed to beneficially own such shares.

F3 · ownership.direct: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F2 · ownership.nature: Management of QVT Family Office Onshore LP ("QVT Onshore") is vested in its general partner, QVT Associates GP LLC, a Delaware limited liability company ("QVT Associates GP"), which may be deemed to beneficially own the Shares to be held directly by QVT Onshore. QVT Financial LP, a Delaware limited partnership, is the investment manager of QVT Onshore and Saratoga Park Ltd. ("Saratoga"), and shares voting and investment control over the Shares to be held directly by QVT Onshore and Saratoga. QVT Financial GP LLC ("QVT Financial GP"), a Delaware limited liability company, is the general partner of QVT Financial LP. Daniel Gold is a Managing Member of each of QVT Associates GP and QVT Financial GP, sharing voting and investment control over the Shares to be held directly by QVT Onshore and Saratoga and may be deemed to beneficially own such shares.

F3 · ownership.nature: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

SEC source: 0001140361-20-029446 · form4.xml · nonDerivative · entry 5

Gold Daniel Allen · CIK 0001832142 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by QVT Family Office Onshore LP

Disclosed balance after: 1,893,326

F5 · kind: 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 the earn-out Shares.

F5 · 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 the earn-out Shares.

F5 · price: 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 the earn-out Shares.

F2 · ownership.direct: Management of QVT Family Office Onshore LP ("QVT Onshore") is vested in its general partner, QVT Associates GP LLC, a Delaware limited liability company ("QVT Associates GP"), which may be deemed to beneficially own the Shares to be held directly by QVT Onshore. QVT Financial LP, a Delaware limited partnership, is the investment manager of QVT Onshore and Saratoga Park Ltd. ("Saratoga"), and shares voting and investment control over the Shares to be held directly by QVT Onshore and Saratoga. QVT Financial GP LLC ("QVT Financial GP"), a Delaware limited liability company, is the general partner of QVT Financial LP. Daniel Gold is a Managing Member of each of QVT Associates GP and QVT Financial GP, sharing voting and investment control over the Shares to be held directly by QVT Onshore and Saratoga and may be deemed to beneficially own such shares.

F3 · ownership.direct: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F2 · ownership.nature: Management of QVT Family Office Onshore LP ("QVT Onshore") is vested in its general partner, QVT Associates GP LLC, a Delaware limited liability company ("QVT Associates GP"), which may be deemed to beneficially own the Shares to be held directly by QVT Onshore. QVT Financial LP, a Delaware limited partnership, is the investment manager of QVT Onshore and Saratoga Park Ltd. ("Saratoga"), and shares voting and investment control over the Shares to be held directly by QVT Onshore and Saratoga. QVT Financial GP LLC ("QVT Financial GP"), a Delaware limited liability company, is the general partner of QVT Financial LP. Daniel Gold is a Managing Member of each of QVT Associates GP and QVT Financial GP, sharing voting and investment control over the Shares to be held directly by QVT Onshore and Saratoga and may be deemed to beneficially own such shares.

F3 · ownership.nature: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

SEC source: 0001140361-20-029446 · form4.xml · nonDerivative · entry 4

Gold Daniel Allen · CIK 0001832142 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by Fourth Avenue FF Opportunities LP - Series E

Disclosed balance after: 11,561,473

F5 · kind: 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 the earn-out Shares.

F5 · 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 the earn-out Shares.

F5 · price: 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 the earn-out Shares.

F1 · ownership.direct: Management of Fourth Avenue FF-E is vested in its general partner, Fourth Avenue Capital Partners GP LLC, a Delaware limited liability company ("Fourth Avenue GP"), which may be deemed to beneficially own the shares of MP Materials Corp. (the "Issuer") Class A common stock ("Shares") to be held directly by Fourth Avenue FF-E. Daniel Gold is a Managing Member of Fourth Avenue GP, sharing voting and investment control over the Shares held directly by Fourth Avenue FF-E and may be deemed to beneficially own such Shares.

F3 · ownership.direct: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F1 · ownership.nature: Management of Fourth Avenue FF-E is vested in its general partner, Fourth Avenue Capital Partners GP LLC, a Delaware limited liability company ("Fourth Avenue GP"), which may be deemed to beneficially own the shares of MP Materials Corp. (the "Issuer") Class A common stock ("Shares") to be held directly by Fourth Avenue FF-E. Daniel Gold is a Managing Member of Fourth Avenue GP, sharing voting and investment control over the Shares held directly by Fourth Avenue FF-E and may be deemed to beneficially own such Shares.

F3 · ownership.nature: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

SEC source: 0000899243-20-034992 · doc4.xml · nonDerivative · entry 6

QVT Financial LP · CIK 0001290162 · Director · 10% owner · Director by Deputization

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by Saratoga Park Ltd.

Disclosed balance after: 9,368,007

F3 · kind: 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.

F3 · 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 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.

F3 · price: 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.

F1 · ownership.direct: 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.

F1 · ownership.nature: 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.

SEC source: 0000899243-20-034992 · doc4.xml · nonDerivative · entry 5

QVT Financial LP · CIK 0001290162 · Director · 10% owner · Director by Deputization

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by QVT Family Office Onshore LP

Disclosed balance after: 1,893,326

F3 · kind: 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.

F3 · 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 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.

F3 · price: 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.

F1 · ownership.direct: 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.

F1 · ownership.nature: 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.

SEC source: 0000899243-20-034992 · doc4.xml · nonDerivative · entry 4

QVT Financial LP · CIK 0001290162 · Director · 10% owner · Director by Deputization

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by Fourth Avenue FF Opportunities LP - Series E

Disclosed balance after: 11,561,473

F3 · kind: 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.

F3 · 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 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.

F3 · price: 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.

F1 · ownership.direct: 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.

F1 · ownership.nature: 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.

SEC source: 0001140361-20-029327 · form4.xml · nonDerivative · entry 8

Litinsky James H. · CIK 0001831746 · Director · Chairman and CEO · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by JHL Capital Group LLC

Disclosed balance after: 2,514

F5 · kind: 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.

F5 · 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.

F5 · price: 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.

F2 · ownership.direct: 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.

F3 · ownership.direct: 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.

F2 · ownership.nature: 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.

F3 · ownership.nature: 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.

SEC source: 0001140361-20-029327 · form4.xml · nonDerivative · entry 7

Litinsky James H. · CIK 0001831746 · Director · Chairman and CEO · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by JHL Capital Group Holdings Two LLC

Disclosed balance after: 35,569,682

F5 · kind: 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.

F5 · 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.

F5 · price: 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.

F2 · ownership.direct: 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.

F3 · ownership.direct: 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.

F2 · ownership.nature: 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.

F3 · ownership.nature: 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.

SEC source: 0001140361-20-029327 · form4.xml · nonDerivative · entry 6

Litinsky James H. · CIK 0001831746 · Director · Chairman and CEO · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by JHL Capital Group Holdings One LLC

Disclosed balance after: 11,967,281

F5 · kind: 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.

F5 · 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.

F5 · price: 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.

F2 · ownership.direct: 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.

F3 · ownership.direct: 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.

F2 · ownership.nature: 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.

F3 · ownership.nature: 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.

SEC source: 0001140361-20-029327 · form4.xml · nonDerivative · entry 5

Litinsky James H. · CIK 0001831746 · Director · Chairman and CEO · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011

Disclosed balance after: 18,169,871

F5 · kind: 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.

F5 · 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.

F5 · price: 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.

F1 · ownership.direct: James Litinsky as sole trustee of the James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011.

F1 · ownership.nature: James Litinsky as sole trustee of the James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011.

SEC source: 0001140361-20-029326 · form4.xml · nonDerivative · entry 6

JHL Capital Group LLC · CIK 0001496859 · 10% owner · See Remarks

JHL Capital Group Holdings One LLC · CIK 0001831474 · See Remarks

JHL Capital Group Holdings Two LLC · CIK 0001831473 · 10% owner · See Remarks

JHL Capital Group Master Fund L.P. · CIK 0001831478 · 10% owner · See Remarks

JHL Capital Group Master Fund GP Ltd. · CIK 0001831476 · 10% owner · See Remarks

JHL Capital Group L.P. · CIK 0001831475 · 10% owner · See Remarks

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,514

F4 · kind: 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 Persons were granted the contingent right to receive the acquired shares. The merger agreement provided that the Reporting Persons 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 Persons acquired the earn-out Shares.

F4 · 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 Persons were granted the contingent right to receive the acquired shares. The merger agreement provided that the Reporting Persons 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 Persons acquired the earn-out Shares.

F4 · price: 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 Persons were granted the contingent right to receive the acquired shares. The merger agreement provided that the Reporting Persons 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 Persons acquired the earn-out Shares.

SEC source: 0001140361-20-029326 · form4.xml · nonDerivative · entry 5

JHL Capital Group LLC · CIK 0001496859 · 10% owner · See Remarks

JHL Capital Group Holdings One LLC · CIK 0001831474 · See Remarks

JHL Capital Group Holdings Two LLC · CIK 0001831473 · 10% owner · See Remarks

JHL Capital Group Master Fund L.P. · CIK 0001831478 · 10% owner · See Remarks

JHL Capital Group Master Fund GP Ltd. · CIK 0001831476 · 10% owner · See Remarks

JHL Capital Group L.P. · CIK 0001831475 · 10% owner · See Remarks

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by JHL Capital Group Holdings Two LLC

Disclosed balance after: 35,569,682

F4 · kind: 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 Persons were granted the contingent right to receive the acquired shares. The merger agreement provided that the Reporting Persons 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 Persons acquired the earn-out Shares.

F4 · 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 Persons were granted the contingent right to receive the acquired shares. The merger agreement provided that the Reporting Persons 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 Persons acquired the earn-out Shares.

F4 · price: 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 Persons were granted the contingent right to receive the acquired shares. The merger agreement provided that the Reporting Persons 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 Persons acquired the earn-out Shares.

F1 · ownership.direct: 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.

F2 · ownership.direct: 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.

F1 · ownership.nature: 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.

F2 · ownership.nature: 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.

SEC source: 0001140361-20-029326 · form4.xml · nonDerivative · entry 4

JHL Capital Group LLC · CIK 0001496859 · 10% owner · See Remarks

JHL Capital Group Holdings One LLC · CIK 0001831474 · See Remarks

JHL Capital Group Holdings Two LLC · CIK 0001831473 · 10% owner · See Remarks

JHL Capital Group Master Fund L.P. · CIK 0001831478 · 10% owner · See Remarks

JHL Capital Group Master Fund GP Ltd. · CIK 0001831476 · 10% owner · See Remarks

JHL Capital Group L.P. · CIK 0001831475 · 10% owner · See Remarks

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by JHL Capital Group Holdings One LLC

Disclosed balance after: 11,967,281

F4 · kind: 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 Persons were granted the contingent right to receive the acquired shares. The merger agreement provided that the Reporting Persons 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 Persons acquired the earn-out Shares.

F4 · 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 Persons were granted the contingent right to receive the acquired shares. The merger agreement provided that the Reporting Persons 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 Persons acquired the earn-out Shares.

F4 · price: 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 Persons were granted the contingent right to receive the acquired shares. The merger agreement provided that the Reporting Persons 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 Persons acquired the earn-out Shares.

F1 · ownership.direct: 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.

F2 · ownership.direct: 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.

F1 · ownership.nature: 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.

F2 · ownership.nature: 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.

SEC source: 0001140361-20-029446 · form4.xml · nonDerivative · entry 3

Gold Daniel Allen · CIK 0001832142 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by Saratoga Park Ltd.

Disclosed balance after: 8,793,242

F4 · kind: 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 the earn-out Shares.

F4 · 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 $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 the earn-out Shares.

F4 · price: 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 the earn-out Shares.

F2 · ownership.direct: Management of QVT Family Office Onshore LP ("QVT Onshore") is vested in its general partner, QVT Associates GP LLC, a Delaware limited liability company ("QVT Associates GP"), which may be deemed to beneficially own the Shares to be held directly by QVT Onshore. QVT Financial LP, a Delaware limited partnership, is the investment manager of QVT Onshore and Saratoga Park Ltd. ("Saratoga"), and shares voting and investment control over the Shares to be held directly by QVT Onshore and Saratoga. QVT Financial GP LLC ("QVT Financial GP"), a Delaware limited liability company, is the general partner of QVT Financial LP. Daniel Gold is a Managing Member of each of QVT Associates GP and QVT Financial GP, sharing voting and investment control over the Shares to be held directly by QVT Onshore and Saratoga and may be deemed to beneficially own such shares.

F3 · ownership.direct: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F2 · ownership.nature: Management of QVT Family Office Onshore LP ("QVT Onshore") is vested in its general partner, QVT Associates GP LLC, a Delaware limited liability company ("QVT Associates GP"), which may be deemed to beneficially own the Shares to be held directly by QVT Onshore. QVT Financial LP, a Delaware limited partnership, is the investment manager of QVT Onshore and Saratoga Park Ltd. ("Saratoga"), and shares voting and investment control over the Shares to be held directly by QVT Onshore and Saratoga. QVT Financial GP LLC ("QVT Financial GP"), a Delaware limited liability company, is the general partner of QVT Financial LP. Daniel Gold is a Managing Member of each of QVT Associates GP and QVT Financial GP, sharing voting and investment control over the Shares to be held directly by QVT Onshore and Saratoga and may be deemed to beneficially own such shares.

F3 · ownership.nature: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

SEC source: 0001140361-20-029446 · form4.xml · nonDerivative · entry 2

Gold Daniel Allen · CIK 0001832142 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by QVT Family Office Onshore LP

Disclosed balance after: 1,777,164

F4 · kind: 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 the earn-out Shares.

F4 · 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 $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 the earn-out Shares.

F4 · price: 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 the earn-out Shares.

F2 · ownership.direct: Management of QVT Family Office Onshore LP ("QVT Onshore") is vested in its general partner, QVT Associates GP LLC, a Delaware limited liability company ("QVT Associates GP"), which may be deemed to beneficially own the Shares to be held directly by QVT Onshore. QVT Financial LP, a Delaware limited partnership, is the investment manager of QVT Onshore and Saratoga Park Ltd. ("Saratoga"), and shares voting and investment control over the Shares to be held directly by QVT Onshore and Saratoga. QVT Financial GP LLC ("QVT Financial GP"), a Delaware limited liability company, is the general partner of QVT Financial LP. Daniel Gold is a Managing Member of each of QVT Associates GP and QVT Financial GP, sharing voting and investment control over the Shares to be held directly by QVT Onshore and Saratoga and may be deemed to beneficially own such shares.

F3 · ownership.direct: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F2 · ownership.nature: Management of QVT Family Office Onshore LP ("QVT Onshore") is vested in its general partner, QVT Associates GP LLC, a Delaware limited liability company ("QVT Associates GP"), which may be deemed to beneficially own the Shares to be held directly by QVT Onshore. QVT Financial LP, a Delaware limited partnership, is the investment manager of QVT Onshore and Saratoga Park Ltd. ("Saratoga"), and shares voting and investment control over the Shares to be held directly by QVT Onshore and Saratoga. QVT Financial GP LLC ("QVT Financial GP"), a Delaware limited liability company, is the general partner of QVT Financial LP. Daniel Gold is a Managing Member of each of QVT Associates GP and QVT Financial GP, sharing voting and investment control over the Shares to be held directly by QVT Onshore and Saratoga and may be deemed to beneficially own such shares.

F3 · ownership.nature: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

SEC source: 0001140361-20-029446 · form4.xml · nonDerivative · entry 1

Gold Daniel Allen · CIK 0001832142 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by Fourth Avenue FF Opportunities LP - Series E

Disclosed balance after: 10,852,130

F4 · kind: 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 the earn-out Shares.

F4 · 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 $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 the earn-out Shares.

F4 · price: 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 the earn-out Shares.

F1 · ownership.direct: Management of Fourth Avenue FF-E is vested in its general partner, Fourth Avenue Capital Partners GP LLC, a Delaware limited liability company ("Fourth Avenue GP"), which may be deemed to beneficially own the shares of MP Materials Corp. (the "Issuer") Class A common stock ("Shares") to be held directly by Fourth Avenue FF-E. Daniel Gold is a Managing Member of Fourth Avenue GP, sharing voting and investment control over the Shares held directly by Fourth Avenue FF-E and may be deemed to beneficially own such Shares.

F3 · ownership.direct: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

F1 · ownership.nature: Management of Fourth Avenue FF-E is vested in its general partner, Fourth Avenue Capital Partners GP LLC, a Delaware limited liability company ("Fourth Avenue GP"), which may be deemed to beneficially own the shares of MP Materials Corp. (the "Issuer") Class A common stock ("Shares") to be held directly by Fourth Avenue FF-E. Daniel Gold is a Managing Member of Fourth Avenue GP, sharing voting and investment control over the Shares held directly by Fourth Avenue FF-E and may be deemed to beneficially own such Shares.

F3 · ownership.nature: Daniel Gold disclaims any beneficial ownership in the Shares described herein, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

SEC source: 0000899243-20-034992 · doc4.xml · nonDerivative · entry 3

QVT Financial LP · CIK 0001290162 · Director · 10% owner · Director by Deputization

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by Saratoga Park Ltd.

Disclosed balance after: 8,793,242

F2 · kind: 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.

F2 · 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 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.

F2 · price: 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.

F1 · ownership.direct: 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.

F1 · ownership.nature: 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.

SEC source: 0000899243-20-034992 · doc4.xml · nonDerivative · entry 2

QVT Financial LP · CIK 0001290162 · Director · 10% owner · Director by Deputization

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by QVT Family Office Onshore LP

Disclosed balance after: 1,777,164

F2 · kind: 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.

F2 · 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 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.

F2 · price: 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.

F1 · ownership.direct: 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.

F1 · ownership.nature: 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.

SEC source: 0000899243-20-034992 · doc4.xml · nonDerivative · entry 1

QVT Financial LP · CIK 0001290162 · Director · 10% owner · Director by Deputization

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by Fourth Avenue FF Opportunities LP - Series E

Disclosed balance after: 10,852,130

F2 · kind: 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.

F2 · 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 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.

F2 · price: 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.

F1 · ownership.direct: 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.

F1 · ownership.nature: 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.

SEC source: 0001140361-20-029327 · form4.xml · nonDerivative · entry 4

Litinsky James H. · CIK 0001831746 · Director · Chairman and CEO · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by JHL Capital Group LLC

Disclosed balance after: 2,361

F4 · kind: 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.

F4 · 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 $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.

F4 · price: 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.

F2 · ownership.direct: 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.

F3 · ownership.direct: 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.

F2 · ownership.nature: 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.

F3 · ownership.nature: 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.

SEC source: 0001140361-20-029327 · form4.xml · nonDerivative · entry 3

Litinsky James H. · CIK 0001831746 · Director · Chairman and CEO · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by JHL Capital Group Holdings Two LLC

Disclosed balance after: 33,387,338

F4 · kind: 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.

F4 · 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 $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.

F4 · price: 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.

F2 · ownership.direct: 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.

F3 · ownership.direct: 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.

F2 · ownership.nature: 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.

F3 · ownership.nature: 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.

SEC source: 0001140361-20-029327 · form4.xml · nonDerivative · entry 2

Litinsky James H. · CIK 0001831746 · Director · Chairman and CEO · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by JHL Capital Group Holdings One LLC

Disclosed balance after: 11,233,040

F4 · kind: 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.

F4 · 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 $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.

F4 · price: 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.

F2 · ownership.direct: 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.

F3 · ownership.direct: 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.

F2 · ownership.nature: 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.

F3 · ownership.nature: 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.

SEC source: 0001140361-20-029327 · form4.xml · nonDerivative · entry 1

Litinsky James H. · CIK 0001831746 · Director · Chairman and CEO · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011

Disclosed balance after: 17,055,076

F4 · kind: 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.

F4 · 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 $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.

F4 · price: 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.

F1 · ownership.direct: James Litinsky as sole trustee of the James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011.

F1 · ownership.nature: James Litinsky as sole trustee of the James Henry Litinsky, Trustee of James Henry Litinsky Revocable Trust u/a/d 10/19/2011.

SEC source: 0001140361-20-029326 · form4.xml · nonDerivative · entry 3

JHL Capital Group LLC · CIK 0001496859 · 10% owner · See Remarks

JHL Capital Group Holdings One LLC · CIK 0001831474 · See Remarks

JHL Capital Group Holdings Two LLC · CIK 0001831473 · 10% owner · See Remarks

JHL Capital Group Master Fund L.P. · CIK 0001831478 · 10% owner · See Remarks

JHL Capital Group Master Fund GP Ltd. · CIK 0001831476 · 10% owner · See Remarks

JHL Capital Group L.P. · CIK 0001831475 · 10% owner · See Remarks

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,361

F3 · kind: 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 Persons were granted the contingent right to receive the acquired shares. The merger agreement provided that the Reporting Persons 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 Persons acquired the earn-out Shares.

F3 · 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 Persons were granted the contingent right to receive the acquired shares. The merger agreement provided that the Reporting Persons 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 Persons acquired the earn-out Shares.

F3 · price: 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 Persons were granted the contingent right to receive the acquired shares. The merger agreement provided that the Reporting Persons 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 Persons acquired the earn-out Shares.

SEC source: 0001140361-20-029326 · form4.xml · nonDerivative · entry 2

JHL Capital Group LLC · CIK 0001496859 · 10% owner · See Remarks

JHL Capital Group Holdings One LLC · CIK 0001831474 · See Remarks

JHL Capital Group Holdings Two LLC · CIK 0001831473 · 10% owner · See Remarks

JHL Capital Group Master Fund L.P. · CIK 0001831478 · 10% owner · See Remarks

JHL Capital Group Master Fund GP Ltd. · CIK 0001831476 · 10% owner · See Remarks

JHL Capital Group L.P. · CIK 0001831475 · 10% owner · See Remarks

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held by JHL Capital Group Holdings Two LLC

Disclosed balance after: 33,387,338

F3 · kind: 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 Persons were granted the contingent right to receive the acquired shares. The merger agreement provided that the Reporting Persons 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 Persons acquired the earn-out Shares.

F3 · 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 Persons were granted the contingent right to receive the acquired shares. The merger agreement provided that the Reporting Persons 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 Persons acquired the earn-out Shares.

F3 · price: 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 Persons were granted the contingent right to receive the acquired shares. The merger agreement provided that the Reporting Persons 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 Persons acquired the earn-out Shares.

F1 · ownership.direct: 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.

F2 · ownership.direct: 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.

F1 · ownership.nature: 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.

F2 · ownership.nature: 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.