MP Mine Operations LLC entered into a letter of intent to acquire Fortress Value Acquisition Corp. (NYSE:FVAC) from Fortress Acquisition Sponsor LLC and others in a reverse merger transaction on June 4, 2020. MP Materials & Secure Natural Resources LLC entered into a definitive agreement to acquire Fortress Value Acquisition Corp. (NYSE:FVAC) in a reverse merger transaction on July 15, 2020. Current MP Materials shareholders, JHL Capital Group LLC and QVT Financial LP, will roll 100% of their existing equity holdings into equity of the combined company. The existing MP shareholders expected to retain 62.4% of the pro forma equity and no monetization or sell-down expected by existing shareholders. FVAC obtained commitments from certain investors for a private placement of Parent Class A Stock at $10 per share for an aggregate price of $200 million, such private placement to be consummated immediately prior to the consummation of the Transaction. Upon completion of the transaction, the combined company will be named MP Materials Corp. and will remain NYSE-listed under the new ticker symbol "MP".

Following completion of the transaction, MP Materials will retain its experienced management team. Co-Chairman James Litinsky will become Chairman and Chief Executive Officer, current Chief Executive Officer Michael Rosenthal will become Chief Operating Officer, Ryan Corbett will continue to serve as Chief Financial Officer, and Sheila Bangalore will continue to serve as Chief Strategy Officer and General Counsel. Drew McKnight, Chief Executive Officer of FVAC, will serve as a member of the MP Materials Board, along with James Litinsky; General Richard Myers, former Chairman of the Joint Chiefs of Staff; Randy Weisenburger, former Chief Financial Officer of Omnicom Group; Dan Gold, Chief Executive Officer of QVT Financial LP, and other Directors with diverse and complementary backgrounds in areas critical to MP Materials' business. Post-closing the officer and Directors of Fortress Value Acquisition, namely Joshua A. Pack, R. Edward Albert III, Daniel N. Bass, Micah B. Kaplan, Aaron F. Hood and Carmen A. Policy will resign from the relevant positions. Maryanne Lavan and Connie Duckworth will join the resulting issuer Board of Directors upon close of the transaction.

The consummation of the transaction contemplated by the merger agreement is subject to regulatory approval and other customary closing conditions including, among others, approval by FVAC's stockholders and MP Materials & Secure Natural Resources equity holders, FVAC having at least $5,000,001 of net tangible assets as of the effective time of the consummation of the business combination, the expiration or termination of the waiting period under the HSR Act, notice shall have been provided to the relevant government agencies concerning the Nuclear Licenses and any related approvals (if any) shall have been received, the listing of the shares of FVAC Class A Stock to be issued in connection with the closing of the transaction contemplated by the merger agreement on the New York Stock Exchange (“NYSE”) and the effectiveness of the S-4 Registration Statement / Proxy Statement, FVAC having at least $150 million in available cash immediately prior to the effective time of the first of both of the MPMO Mergers and SNR Mergers (after taking into account payments required to satisfy FVAC's stockholder redemptions and the net proceeds from the subscription agreements, the consummation of the Pre-Closing Reorganization and the transactions contemplated by the FVAC Sponsor Letter Agreement and the delivery by SNR and MPMO to FVAC of a title opinion in respect of certain mineral rights and a survey of certain real property. The transaction is also subject to A&R Registration Rights Agreement, current charter of FVAC shall be amended and restated. The transaction has been unanimously approved by the Boards of Directors of MP Materials, Secure Natural Resources and FVAC. On November 13, 2020 the shareholders of Fortress Value approved the transaction at a special meeting. The business combination is expected to close in the fourth quarter of 2020.

Morgan Stanley & Co. LLC is serving as financial advisor and Jeffrey Smith, Michael Heinz, Ayaz Shaikh, Daniel O'Shea, Suresh Advani, Bridget O'Neill, James Mendenhall, Dirk Andringa, Tony Aiello, Jim Lowe, Corey Perry, Katherine Roberts, Maureen Crough and Anne Sutton of Sidley Austin LLP is acting as legal advisors to MP Materials. Rob Slater, Kyri Antoniades, Mike Kaplan, Eric Swedenburg, Dan Webb, Drew Purcell, David Rubinsky, Abhishek Parasrampuria and Gregory B. Klein of Simpson Thacher & Bartlett LLP and Murray, Devine & Company, Inc. are serving as legal and financial advisor, respectively, to Secure Natural Resources (the owner of the mineral rights at Mountain Pass), which is also a party to the merger and will become a wholly-owned subsidiary of the combined company. Murray, Devine & Company also acted as fairness opinion provider for Secure Natural. Deutsche Bank Securities and RBC Capital Markets, LLC are serving as financial advisors, capital markets advisors, and private placement agents to FVAC. Jackie Cohen, David Lieberman, Alexander Lynch, Mark Schwed, Paul Wessel, Karen Ballack, Alexis Brown Reilly, Ted Posner, Annemargaret Connolly, John O'Loughlin, Leslie Smith and Ade Heyliger of Weil Gotshal & Manges, LLP is acting as legal advisors to FVAC. D.F. King & Co., Inc. acted as proxy solicitor and Mark Zimkind of Continental Stock Transfer & Trust Company, Inc. acted as transfer agent for FVAC. FVAC will pay D.F. King & Co., Inc. a fee of $12,500, plus costs and expenses. KPMG LLP acted as accountant to MP Materials & Secure Natural Resources LLC. WithumSmith+Brown, PC acted as accountant to Fortress Value Acquisition Corp.