MP

SEC source: 0001140361-20-029326 · 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: 11,233,040

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.

SEC source: 0001140361-20-026158 · form4.xml · nonDerivative · entry 3

Corbett Ryan · CIK 0001831686 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 280,917

SEC source: 0001140361-20-026158 · form4.xml · nonDerivative · entry 2

Corbett Ryan · CIK 0001831686 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 350,000

F1 · shares: These shares of restricted Class A Common Stock are scheduled to vest with respect to 40% of the award on the one-year anniversary of the grant date and in 20% annual increments on the second, third and fourth anniversaries of the grant date, subject to Mr. Corbett's continued employment and accelerated vesting in the event of a change of control or termination without "cause" or resignation due to "good reason".

SEC source: 0001140361-20-026158 · form4.xml · nonDerivative · entry 1

Corbett Ryan · CIK 0001831686 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 200,000

SEC source: 0001140361-20-026152 · form4.xml · derivative · entry 1

WEISENBURGER RANDALL J · CIK 0001031609 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,998

Underlying: Class A Common Stock · 3,998 shares

Expires 2030-11-17

F1 · derivative.exercise_price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") Class A common stock ("Shares"). These RSUs vest on the earlier of: (i) June 1, 2021; and (ii) the next annual meeting of the Issuer's shareholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or "disability".

F1 · derivative.exercise_date: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") Class A common stock ("Shares"). These RSUs vest on the earlier of: (i) June 1, 2021; and (ii) the next annual meeting of the Issuer's shareholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or "disability".

SEC source: 0001140361-20-026163 · form4.xml · derivative · entry 1

DUCKWORTH CONNIE K · CIK 0001180940 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,998

Underlying: Class A Common Stock · 3,998 shares

Expires 2030-11-17

F1 · derivative.exercise_price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") Class A common stock ("Shares"). These RSUs vest on the earlier of: (i) June 1, 2021; and (ii) the next annual meeting of the Issuer's shareholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or "disability".

F1 · derivative.exercise_date: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") Class A common stock ("Shares"). These RSUs vest on the earlier of: (i) June 1, 2021; and (ii) the next annual meeting of the Issuer's shareholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or "disability".

SEC source: 0000899243-20-031650 · doc4.xml · derivative · entry 4

Principal Holdings I LP · CIK 0001427223 · 10% owner

Fortress Acquisition Sponsor LLC · CIK 0001801364 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 0

Underlying: Class A common stock, par value $0.0001 per share · 9,465,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: Represents the exchange of 5,933,333 private placement warrants directly held by Sponsor for 890,000 newly issued shares of Class F common stock of the Issuer, at an exchange ratio of one private placement warrant for 0.15 shares of Class F common stock pursuant to that certain Agreement and Plan of Merger, dated as of July 15, 2020, as amended, and that certain Warrant Exchange Agreement, dated as of July 15, 2020, by and between the Issuer and Sponsor in connection with the consummation of Business Combination,.

F3 · kind: In connection with the consummation of the Business Combination, each issued and outstanding share of Class F common stock of the Issuer automatically converted into one share of Class A common stock of the Issuer, pursuant to the Issuer's certificate of incorporation in effect prior to the Business Combination. Under certain circumstances, all or a portion of such shares of Class A common stock are subject to forfeiture if certain stock price levels are not achieved on or before the tenth anniversary of the Business Combination.

F3 · price: In connection with the consummation of the Business Combination, each issued and outstanding share of Class F common stock of the Issuer automatically converted into one share of Class A common stock of the Issuer, pursuant to the Issuer's certificate of incorporation in effect prior to the Business Combination. Under certain circumstances, all or a portion of such shares of Class A common stock are subject to forfeiture if certain stock price levels are not achieved on or before the tenth anniversary of the Business Combination.

F3 · derivative.exercise_date: In connection with the consummation of the Business Combination, each issued and outstanding share of Class F common stock of the Issuer automatically converted into one share of Class A common stock of the Issuer, pursuant to the Issuer's certificate of incorporation in effect prior to the Business Combination. Under certain circumstances, all or a portion of such shares of Class A common stock are subject to forfeiture if certain stock price levels are not achieved on or before the tenth anniversary of the Business Combination.

F3 · derivative.expiration_date: In connection with the consummation of the Business Combination, each issued and outstanding share of Class F common stock of the Issuer automatically converted into one share of Class A common stock of the Issuer, pursuant to the Issuer's certificate of incorporation in effect prior to the Business Combination. Under certain circumstances, all or a portion of such shares of Class A common stock are subject to forfeiture if certain stock price levels are not achieved on or before the tenth anniversary of the Business Combination.

F4 · ownership.nature: The member of Sponsor is Principal Holdings I LP, a Delaware limited partnership ("Holdings" and together with Sponsor, "the Reporting Persons").

F5 · ownership.nature: Because of the relationship between the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F6 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

SEC source: 0000899243-20-031650 · doc4.xml · derivative · entry 3

Principal Holdings I LP · CIK 0001427223 · 10% owner

Fortress Acquisition Sponsor LLC · CIK 0001801364 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 9,465,000

Underlying: Class A common stock, par value $0.0001 per share · 890,000 shares

Expires not disclosed

F2 · derivative.exercise_price: Represents the exchange of 5,933,333 private placement warrants directly held by Sponsor for 890,000 newly issued shares of Class F common stock of the Issuer, at an exchange ratio of one private placement warrant for 0.15 shares of Class F common stock pursuant to that certain Agreement and Plan of Merger, dated as of July 15, 2020, as amended, and that certain Warrant Exchange Agreement, dated as of July 15, 2020, by and between the Issuer and Sponsor in connection with the consummation of Business Combination,.

F2 · kind: Represents the exchange of 5,933,333 private placement warrants directly held by Sponsor for 890,000 newly issued shares of Class F common stock of the Issuer, at an exchange ratio of one private placement warrant for 0.15 shares of Class F common stock pursuant to that certain Agreement and Plan of Merger, dated as of July 15, 2020, as amended, and that certain Warrant Exchange Agreement, dated as of July 15, 2020, by and between the Issuer and Sponsor in connection with the consummation of Business Combination,.

F2 · price: Represents the exchange of 5,933,333 private placement warrants directly held by Sponsor for 890,000 newly issued shares of Class F common stock of the Issuer, at an exchange ratio of one private placement warrant for 0.15 shares of Class F common stock pursuant to that certain Agreement and Plan of Merger, dated as of July 15, 2020, as amended, and that certain Warrant Exchange Agreement, dated as of July 15, 2020, by and between the Issuer and Sponsor in connection with the consummation of Business Combination,.

F2 · derivative.exercise_date: Represents the exchange of 5,933,333 private placement warrants directly held by Sponsor for 890,000 newly issued shares of Class F common stock of the Issuer, at an exchange ratio of one private placement warrant for 0.15 shares of Class F common stock pursuant to that certain Agreement and Plan of Merger, dated as of July 15, 2020, as amended, and that certain Warrant Exchange Agreement, dated as of July 15, 2020, by and between the Issuer and Sponsor in connection with the consummation of Business Combination,.

F2 · derivative.expiration_date: Represents the exchange of 5,933,333 private placement warrants directly held by Sponsor for 890,000 newly issued shares of Class F common stock of the Issuer, at an exchange ratio of one private placement warrant for 0.15 shares of Class F common stock pursuant to that certain Agreement and Plan of Merger, dated as of July 15, 2020, as amended, and that certain Warrant Exchange Agreement, dated as of July 15, 2020, by and between the Issuer and Sponsor in connection with the consummation of Business Combination,.

F4 · ownership.nature: The member of Sponsor is Principal Holdings I LP, a Delaware limited partnership ("Holdings" and together with Sponsor, "the Reporting Persons").

F5 · ownership.nature: Because of the relationship between the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F6 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

SEC source: 0000899243-20-031650 · doc4.xml · nonDerivative · entry 2

Principal Holdings I LP · CIK 0001427223 · 10% owner

Fortress Acquisition Sponsor LLC · CIK 0001801364 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 9,965,000

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · kind: In connection with the consummation of the Business Combination, each issued and outstanding share of Class F common stock of the Issuer automatically converted into one share of Class A common stock of the Issuer, pursuant to the Issuer's certificate of incorporation in effect prior to the Business Combination. Under certain circumstances, all or a portion of such shares of Class A common stock are subject to forfeiture if certain stock price levels are not achieved on or before the tenth anniversary of the Business Combination.

F3 · shares: In connection with the consummation of the Business Combination, each issued and outstanding share of Class F common stock of the Issuer automatically converted into one share of Class A common stock of the Issuer, pursuant to the Issuer's certificate of incorporation in effect prior to the Business Combination. Under certain circumstances, all or a portion of such shares of Class A common stock are subject to forfeiture if certain stock price levels are not achieved on or before the tenth anniversary of the Business Combination.

F3 · price: In connection with the consummation of the Business Combination, each issued and outstanding share of Class F common stock of the Issuer automatically converted into one share of Class A common stock of the Issuer, pursuant to the Issuer's certificate of incorporation in effect prior to the Business Combination. Under certain circumstances, all or a portion of such shares of Class A common stock are subject to forfeiture if certain stock price levels are not achieved on or before the tenth anniversary of the Business Combination.

F4 · ownership.nature: The member of Sponsor is Principal Holdings I LP, a Delaware limited partnership ("Holdings" and together with Sponsor, "the Reporting Persons").

F5 · ownership.nature: Because of the relationship between the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F6 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

SEC source: 0000899243-20-031650 · doc4.xml · nonDerivative · entry 1

Principal Holdings I LP · CIK 0001427223 · 10% owner

Fortress Acquisition Sponsor LLC · CIK 0001801364 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 500,000

F1 · kind: Represents shares purchased by Fortress Acquisition Sponsor LLC ("Sponsor") from Fortress Value Acquisition Corp. (the "Issuer") in a private placement at a purchase price of $10.00 per share in connection with the consummation of the business combination with MP Mine Operations LLC and Secured Natural Resources LLC, on November 17, 2020 (the "Business Combination"), and pursuant to that certain Subscription Agreement, dated as of July 15, 2020.

F1 · shares: Represents shares purchased by Fortress Acquisition Sponsor LLC ("Sponsor") from Fortress Value Acquisition Corp. (the "Issuer") in a private placement at a purchase price of $10.00 per share in connection with the consummation of the business combination with MP Mine Operations LLC and Secured Natural Resources LLC, on November 17, 2020 (the "Business Combination"), and pursuant to that certain Subscription Agreement, dated as of July 15, 2020.

F4 · ownership.nature: The member of Sponsor is Principal Holdings I LP, a Delaware limited partnership ("Holdings" and together with Sponsor, "the Reporting Persons").

F5 · ownership.nature: Because of the relationship between the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F6 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

SEC source: 0001140361-20-026171 · 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: 2,208

F3 · shares: The entities described above acquired these Shares on November 17, 2020, as consideration for the entities' Shares of MPMO Holding Company and SNR Holding Company, LLC, which the Issuer acquired by business combination on November 17, 2020. Pursuant to the terms of the Merger Agreement, the entities will have the contingent right to receive additional Shares, (a) 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; and (b) 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.

F3 · price: The entities described above acquired these Shares on November 17, 2020, as consideration for the entities' Shares of MPMO Holding Company and SNR Holding Company, LLC, which the Issuer acquired by business combination on November 17, 2020. Pursuant to the terms of the Merger Agreement, the entities will have the contingent right to receive additional Shares, (a) 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; and (b) 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.

SEC source: 0001140361-20-026171 · 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: 31,204,994

F3 · shares: The entities described above acquired these Shares on November 17, 2020, as consideration for the entities' Shares of MPMO Holding Company and SNR Holding Company, LLC, which the Issuer acquired by business combination on November 17, 2020. Pursuant to the terms of the Merger Agreement, the entities will have the contingent right to receive additional Shares, (a) 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; and (b) 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.

F3 · price: The entities described above acquired these Shares on November 17, 2020, as consideration for the entities' Shares of MPMO Holding Company and SNR Holding Company, LLC, which the Issuer acquired by business combination on November 17, 2020. Pursuant to the terms of the Merger Agreement, the entities will have the contingent right to receive additional Shares, (a) 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; and (b) 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.

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: 0001140361-20-026171 · 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: 10,498,799

F3 · shares: The entities described above acquired these Shares on November 17, 2020, as consideration for the entities' Shares of MPMO Holding Company and SNR Holding Company, LLC, which the Issuer acquired by business combination on November 17, 2020. Pursuant to the terms of the Merger Agreement, the entities will have the contingent right to receive additional Shares, (a) 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; and (b) 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.

F3 · price: The entities described above acquired these Shares on November 17, 2020, as consideration for the entities' Shares of MPMO Holding Company and SNR Holding Company, LLC, which the Issuer acquired by business combination on November 17, 2020. Pursuant to the terms of the Merger Agreement, the entities will have the contingent right to receive additional Shares, (a) 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; and (b) 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.

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: 0001140361-20-026169 · form4.xml · derivative · entry 1

Lavan Maryanne · CIK 0001495449 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,998

Underlying: Class A Common Stock · 3,998 shares

Expires 2030-11-17

F1 · derivative.exercise_price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") Class A common stock ("Shares"). These RSUs vest on the earlier of: (i) June 1, 2021; and (ii) the next annual meeting of the Issuer's shareholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or "disability".

F1 · derivative.exercise_date: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") Class A common stock ("Shares"). These RSUs vest on the earlier of: (i) June 1, 2021; and (ii) the next annual meeting of the Issuer's shareholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or "disability".

SEC source: 0001140361-20-026167 · form4.xml · derivative · entry 1

MYERS RICHARD B · CIK 0001356702 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,998

Underlying: Class A Common Stock · 3,998 shares

Expires 2030-11-17

F1 · derivative.exercise_price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") Class A common stock ("Shares"). These RSUs vest on the earlier of: (i) June 1, 2021; and (ii) the next annual meeting of the Issuer's shareholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or "disability".

F1 · derivative.exercise_date: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MP Materials Corp. ("Issuer") Class A common stock ("Shares"). These RSUs vest on the earlier of: (i) June 1, 2021; and (ii) the next annual meeting of the Issuer's shareholders, subject to the reporting person's continued service through the applicable vesting date, and settled upon the earlier to occur of (x) June 15th following the fifth anniversary of the vesting date; (y) a "change in control event" within the meaning of Section 409A of the Internal Revenue Code; and (z) the date of the director's separation from service. These RSUs fully vest upon a change in control of the Issuer or the director's termination of service due to death or "disability".

SEC source: 0001140361-20-026161 · form4.xml · nonDerivative · entry 1

Rosenthal Michael Stuart · CIK 0001832050 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,563,006

F1 · shares: These shares of restricted Class A Common Stock are scheduled to vest over four years, with 40% vesting on the 15-month anniversary of the grant date, 20% vesting on the 27-month anniversary of the grant date, and 20% vesting on each of the 39-month and four-year anniversary of the grant date, subject to Mr. Rosenthal's continued employment through the applicable vesting date and accelerated vesting in the event of a change of control, termination without "cause," resignation due to "good reason", death or termination due to "disability."

SEC source: 0001140361-20-026156 · 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: 2,208

F4 · shares: The entities described above acquired these Shares on November 17, 2020, as consideration for the entities' Shares of MPMO Holding Company and SNR Holding Company, LLC, which the Issuer acquired by business combination on November 17, 2020. Pursuant to the terms of the Merger Agreement, the entities will have the contingent right to receive additional Shares, (a) 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; and (b) 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.

F4 · price: The entities described above acquired these Shares on November 17, 2020, as consideration for the entities' Shares of MPMO Holding Company and SNR Holding Company, LLC, which the Issuer acquired by business combination on November 17, 2020. Pursuant to the terms of the Merger Agreement, the entities will have the contingent right to receive additional Shares, (a) 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; and (b) 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.

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. is the 100% owner of JHL Capital Group. 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") shares of 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. is the 100% owner of JHL Capital Group. 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") shares of 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: 0001140361-20-026156 · 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: 31,204,994

F4 · shares: The entities described above acquired these Shares on November 17, 2020, as consideration for the entities' Shares of MPMO Holding Company and SNR Holding Company, LLC, which the Issuer acquired by business combination on November 17, 2020. Pursuant to the terms of the Merger Agreement, the entities will have the contingent right to receive additional Shares, (a) 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; and (b) 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.

F4 · price: The entities described above acquired these Shares on November 17, 2020, as consideration for the entities' Shares of MPMO Holding Company and SNR Holding Company, LLC, which the Issuer acquired by business combination on November 17, 2020. Pursuant to the terms of the Merger Agreement, the entities will have the contingent right to receive additional Shares, (a) 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; and (b) 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.

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. is the 100% owner of JHL Capital Group. 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") shares of 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. is the 100% owner of JHL Capital Group. 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") shares of 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: 0001140361-20-026156 · 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: 10,498,799

F4 · shares: The entities described above acquired these Shares on November 17, 2020, as consideration for the entities' Shares of MPMO Holding Company and SNR Holding Company, LLC, which the Issuer acquired by business combination on November 17, 2020. Pursuant to the terms of the Merger Agreement, the entities will have the contingent right to receive additional Shares, (a) 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; and (b) 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.

F4 · price: The entities described above acquired these Shares on November 17, 2020, as consideration for the entities' Shares of MPMO Holding Company and SNR Holding Company, LLC, which the Issuer acquired by business combination on November 17, 2020. Pursuant to the terms of the Merger Agreement, the entities will have the contingent right to receive additional Shares, (a) 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; and (b) 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.

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. is the 100% owner of JHL Capital Group. 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") shares of 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. is the 100% owner of JHL Capital Group. 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") shares of 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: 0001140361-20-026156 · 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: 15,940,281

F4 · shares: The entities described above acquired these Shares on November 17, 2020, as consideration for the entities' Shares of MPMO Holding Company and SNR Holding Company, LLC, which the Issuer acquired by business combination on November 17, 2020. Pursuant to the terms of the Merger Agreement, the entities will have the contingent right to receive additional Shares, (a) 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; and (b) 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.

F4 · price: The entities described above acquired these Shares on November 17, 2020, as consideration for the entities' Shares of MPMO Holding Company and SNR Holding Company, LLC, which the Issuer acquired by business combination on November 17, 2020. Pursuant to the terms of the Merger Agreement, the entities will have the contingent right to receive additional Shares, (a) 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; and (b) 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.

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: 0001140361-20-026154 · form4.xml · nonDerivative · entry 1

Bangalore Sheila · CIK 0001831684 · CSO and General Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 100,000

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 and accelerated vesting in the event of a change of control.

SEC source: 0001140361-20-026149 · 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: 8,218,477

F4 · shares: The entities described above acquired these Shares on November 17, 2020, as consideration for the entities' shares of common stock of MPMO Holding Company and SNR Holding Company, LLC, which the Issuer acquired by business combination on November 17, 2020. Pursuant to the terms of the Merger Agreement, the entities will have the contingent right to receive additional Shares, (a) if, at any time during the ten years following the Closing, the VWAP of Shares is greater than or equal to $18.00 for any twenty trading days within any thirty-trading day period; and (b) if, at any time during the ten years following the Closing, the VWAP of Shares is greater than or equal to $20.00 for any twenty trading days within any thirty-trading day period.

F4 · price: The entities described above acquired these Shares on November 17, 2020, as consideration for the entities' shares of common stock of MPMO Holding Company and SNR Holding Company, LLC, which the Issuer acquired by business combination on November 17, 2020. Pursuant to the terms of the Merger Agreement, the entities will have the contingent right to receive additional Shares, (a) if, at any time during the ten years following the Closing, the VWAP of Shares is greater than or equal to $18.00 for any twenty trading days within any thirty-trading day period; and (b) if, at any time during the ten years following the Closing, the VWAP of Shares is greater than or equal to $20.00 for any twenty trading days within any thirty-trading day period.

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: 0001140361-20-026149 · 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: 1,661,002

F4 · shares: The entities described above acquired these Shares on November 17, 2020, as consideration for the entities' shares of common stock of MPMO Holding Company and SNR Holding Company, LLC, which the Issuer acquired by business combination on November 17, 2020. Pursuant to the terms of the Merger Agreement, the entities will have the contingent right to receive additional Shares, (a) if, at any time during the ten years following the Closing, the VWAP of Shares is greater than or equal to $18.00 for any twenty trading days within any thirty-trading day period; and (b) if, at any time during the ten years following the Closing, the VWAP of Shares is greater than or equal to $20.00 for any twenty trading days within any thirty-trading day period.

F4 · price: The entities described above acquired these Shares on November 17, 2020, as consideration for the entities' shares of common stock of MPMO Holding Company and SNR Holding Company, LLC, which the Issuer acquired by business combination on November 17, 2020. Pursuant to the terms of the Merger Agreement, the entities will have the contingent right to receive additional Shares, (a) if, at any time during the ten years following the Closing, the VWAP of Shares is greater than or equal to $18.00 for any twenty trading days within any thirty-trading day period; and (b) if, at any time during the ten years following the Closing, the VWAP of Shares is greater than or equal to $20.00 for any twenty trading days within any thirty-trading day period.

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: 0001140361-20-026149 · 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: 10,142,787

F4 · shares: The entities described above acquired these Shares on November 17, 2020, as consideration for the entities' shares of common stock of MPMO Holding Company and SNR Holding Company, LLC, which the Issuer acquired by business combination on November 17, 2020. Pursuant to the terms of the Merger Agreement, the entities will have the contingent right to receive additional Shares, (a) if, at any time during the ten years following the Closing, the VWAP of Shares is greater than or equal to $18.00 for any twenty trading days within any thirty-trading day period; and (b) if, at any time during the ten years following the Closing, the VWAP of Shares is greater than or equal to $20.00 for any twenty trading days within any thirty-trading day period.

F4 · price: The entities described above acquired these Shares on November 17, 2020, as consideration for the entities' shares of common stock of MPMO Holding Company and SNR Holding Company, LLC, which the Issuer acquired by business combination on November 17, 2020. Pursuant to the terms of the Merger Agreement, the entities will have the contingent right to receive additional Shares, (a) if, at any time during the ten years following the Closing, the VWAP of Shares is greater than or equal to $18.00 for any twenty trading days within any thirty-trading day period; and (b) if, at any time during the ten years following the Closing, the VWAP of Shares is greater than or equal to $20.00 for any twenty trading days within any thirty-trading day period.

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: 0000899243-20-018627 · doc4.xml · derivative · entry 1

Policy Carmen A · CIK 0001815250 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 25,000

Underlying: Class A common stock, par value $0.0001 per share · 25,000 shares

Expires not disclosed

F1 · derivative.exercise_price: The Class F Common Stock, par value $0.0001 per share, is convertible into the Issuer's Class A Common Stock and has no expiration date. Shares of Class F Common Stock are convertible into shares of Class A Common Stock as described under the heading "Description of Securities-Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-236940).

F2 · kind: 25,000 shares of Class F Common Stock were purchased for an aggregate purchase price of $72.46.

F1 · derivative.exercise_date: The Class F Common Stock, par value $0.0001 per share, is convertible into the Issuer's Class A Common Stock and has no expiration date. Shares of Class F Common Stock are convertible into shares of Class A Common Stock as described under the heading "Description of Securities-Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-236940).

F1 · derivative.expiration_date: The Class F Common Stock, par value $0.0001 per share, is convertible into the Issuer's Class A Common Stock and has no expiration date. Shares of Class F Common Stock are convertible into shares of Class A Common Stock as described under the heading "Description of Securities-Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-236940).

SEC source: 0000899243-20-031652 · doc4.xml · derivative · entry 1

Principal Holdings I LP · CIK 0001427223 · 10% owner

Fortress Acquisition Sponsor LLC · CIK 0001801364 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 8,575,000

Underlying: Class A common stock, par value $0.0001 per share · 25,000 shares

Expires not disclosed

F1 · derivative.exercise_price: Pursuant to the Issuer's certificate of incorporation, each issued and outstanding share of Class F common stock of the Issuer has no expiration date and will automatically convert into one share of Class A common stock of the Issuer at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights.

F2 · shares: Sponsor sold 25,000 shares of Class F common stock for the aggregate consideration of $72.46.

F2 · price: Sponsor sold 25,000 shares of Class F common stock for the aggregate consideration of $72.46.

F1 · derivative.exercise_date: Pursuant to the Issuer's certificate of incorporation, each issued and outstanding share of Class F common stock of the Issuer has no expiration date and will automatically convert into one share of Class A common stock of the Issuer at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights.

F1 · derivative.expiration_date: Pursuant to the Issuer's certificate of incorporation, each issued and outstanding share of Class F common stock of the Issuer has no expiration date and will automatically convert into one share of Class A common stock of the Issuer at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights.

F3 · ownership.nature: The member of Sponsor is Principal Holdings I LP, a Delaware limited partnership ("Holdings" and together with Sponsor, "the Reporting Persons").

F4 · ownership.nature: Because of the relationship between the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F5 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.