premargin

Element List	Explanation
Introduction	Saudi Arabian Mining Company (“Maaden”), one of the world’s fastest growing mining companies, has entered into a binding term sheet (the “Binding Term Sheet”) with MP Materials Corp and the Mountain JV, LLC in connection with entry into certain advisory and technical services, as well the establishment of a joint venture for a construction, development and establishment of a rare earth refining and separation facility in the Kingdom of Saudi Arabia (the “Processing Facility”).
Memorandum Signing Date	2025-11-19 Corresponding to 1447-05-28
Counterparty	MP Materials Corp and Mountain JV, LLC
Memorandum Subject	The Binding Term Sheet provides that, subject to the satisfaction or waiver of certain customary conditions precedent (including, but not limited to, obtaining all required corporate and regulatory approvals) the parties will negotiate in good faith and execute the following arrangements (the “Proposed Transactions”): 1. Entry into an advisory agreement between Maaden and MP Materials pursuant to which MP Materials will support Maaden with developing the bankable feasibility study related to the development of the Jabal Sayid mine project (the “Advisory Agreement”); 2. Entry into a technical services agreement between Maaden and MP Materials pursuant to which MP Materials will support Maaden with developing the bankable feasibility study related to the Processing Facility (the “Technical Services Agreement”); 3. Entry into a shareholders’ agreement (the “Shareholders’ Agreement”) between Maaden and Mountain JV LLC (in which MP Materials will hold an equity interest) for the establishment of a joint venture in the Kingdom of Saudi Arabia to finance, develop, and construct the Processing Facility. The terms of the joint venture will be agreed in the Shareholders’ Agreement, subject to Maaden holding an equity interest of no less than 51% and Mountain JV, LCC of no more than 49%. The parties also agreed that Maaden will be the operator of the processing facility. (together, the Advisory Agreement, the Technical Services Agreement and the Shareholders’ Agreement, together with any other ancillary agreements, shall be referred to as the “Definitive Agreements”).
Memorandum Duration	Unless otherwise agreed between the parties, the Binding Term Sheet shall expire on 31 March 2027 (Long Stop Date).
Related Parties	None
Financial Impact	Entry into the Binding Term Sheet does not carry any financial impact. The financial impact of the Proposed Transactions will be determined in the Definitive Agreements.

Saudi Arabian Mining Company (Maaden) announces entering into a binding term sheet with MP Materials Corp and Mountain JV, LLC