SC 13D/A

UNITED STATES SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.  1)

Molycorp, Inc.

(Name of Issuer)

Common Stock, $0.001 Par Value

(Title of Class of Securities)

608753 109

(CUSIP Number)

Jonathan Director, Esq.

Traxys North America LLC

825 Third Avenue, 9th Floor

New York, NY 10022

United States of America

(212) 918-8000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 16, 2011

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 8

CUSIP No. 608754 109 Schedule 13D Page 2 of 8  

PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.

1	NAMES OF REPORTING PERSONS  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) TNA Moly Group LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  x (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                                o PURSUANT TO ITEMS 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 6,480,972
		8	SHARED VOTING POWER      0
		9	SOLE DISPOSITIVE POWER 6,480,972
		10	SHARED DISPOSITIVE POWER  0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,480,972
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                        o  (See Instructions)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9%
14	TYPE OF REPORTING PERSON (See Instructions) PN

CUSIP No. 608754 109 Schedule 13D Page 3 of 8  

1	NAMES OF REPORTING PERSONS  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Traxys North America LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  x (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                                 o PURSUANT TO ITEMS 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 6,480,972
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 6,480,972
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,480,972
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES              o  (See Instructions)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9%
14	TYPE OF REPORTING PERSON (See Instructions) PN

CUSIP No. 608754 109 Schedule 13D Page 4 of 8  

1	NAMES OF REPORTING PERSONS  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) T-II Holdings LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  x (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                                           o PURSUANT TO ITEMS 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Anguilla
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 6,480,972
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 6,480,972
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,480,972
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                  o  (See Instructions)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9%
14	TYPE OF REPORTING PERSON (See Instructions) PN

AMENDMENT NO. 1 TO SCHEDULE 13D

This Amendment No. 1 to Schedule 13D (this “Amendment”) is being filed with the Securities and Exchange Commission (the “SEC”) on behalf of TNA Moly Group LLC, a Delaware limited liability company (“TNA”), Traxys North America LLC, a Delaware limited liability company (“Traxys”) and T-II Holdings LLC, an Anguilla limited liability company (“T-II”) which indirectly controls Traxys by owning the equity interests in the holding company which is the parent company of Traxys.  TNA, Traxys and T-II comprise the “Reporting Persons.”  This Amendment relates to the beneficial ownership of Common Stock, $0.001 par value per share (the “Common Stock ”) of Molycorp, Inc. (the “Company”).  This Amendment modifies the original Schedule 13D filed on August 16, 2010.

Item 4.                      Purpose of Transaction.

Item 4 of the Schedule 13D is amended and supplemented to add the following information:

Pursuant to the terms of the Registration Rights Agreement, the Company filed a registration statement on Form S-1 (SEC File No. 333-171827), as amended, with the SEC on January 24, 2011 to register the resale of the shares of Common Stock of the Company held by the Reporting Persons and to permit the Reporting Persons to resell their shares of Common stock in an underwritten public offering (the “Selling Stockholder Offering”).  TNA sold a total of 2,339,028 shares of the Company’s Common Stock on February 16, 2011 pursuant to the prospectus, dated February 10, 2011.

In connection with the Selling Stockholder Offering, the Company entered into an Underwriting Agreement, dated February 10, 2011 (the “Underwriting Agreement”), by and among the Company, TNA, certain other stockholders of the Company (together with the Company and TNA, the “Sellers”), J.P. Morgan Securities LLC and Morgan Stanley & Co. Incorporated, acting severally and on behalf of themselves and the several underwriters named in Schedule III thereto (collectively, the “Underwriters”), for the purchase by the Underwriters and the sale by the Sellers of 13,500,000 shares of Common Stock of the Company, in the aggregate, plus an option for the Underwriters to purchase up to 2,025,000 additional shares of the Company’s Common Stock from the Sellers.

Pursuant to the Underwriting Agreement, TNA agreed to sell to the Underwriters 2,339,028 shares of Common Stock of the Company and granted the Underwriters the option to purchase up to an additional 328,198 shares of the Common Stock of the Company.  On February 16, 2011, TNA sold 2,339,028 shares of Common Stock of the Company to the Underwriters pursuant to the Underwriting Agreement.

The price per share at which the shares of Common Stock of the Company were sold to the public in the Selling Stockholder Offering was $50.00.  The purchase price per share at which the Reporting Persons sold their shares of Common Stock of the company to the Underwriters pursuant to the Underwriting Agreement was $47.85.  The Company did not sell any shares of the Common Stock of the company in the Selling Stockholder Offering.  The Company did not receive any of the proceeds of the sale of Common Stock of the Company from the Selling Stockholder Offering.

In connection with the Underwriting Agreement, TNA and certain other stockholders of the Company (collectively, the “Selling Stockholders”),and the Underwriters entered into separate Lock-Up Agreements dated February 10, 2011, (the “Lock-Up Agreements”).  Pursuant to the Lock-Up Agreements, each of the Selling Stockholders has agreed that, without the prior written consent of the Underwriters, it will not during the 90 days following the date of the final prospectus related to the Selling Stockholder Offering, (1) offer , pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or Preferred Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) by the Selling Stockholders, or (2) enter into any swap or offer arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock or Preferred Stock.

CUSIP No. 608754 109 Schedule 13D Page 6 of 8  

The summaries of the Underwriting Agreement and Lock-Up Agreements (collectively, the “Agreements”) in this Amendment do not purport to be complete and are qualified by reference to such Agreements, which are incorporated by reference or filed in Exhibits 10.10 and  10.12.

ITEM 5.  Interest in Securities of the Issuer.

As of February 16, 2011, TNA owns 6,480,972 shares of Common Stock.  Based on the foregoing, TNA may be deemed to have sole voting and dispositive power over, and therefore beneficial ownership of, approximately 7.9% of the issued and outstanding Common Stock of the Company.

As of February 16, 2011, Traxys and T-II may be deemed to have sole voting and dispositive power over, and therefore beneficial ownership of, approximately 7.9% of the issued and outstanding Common Stock of the Company.

T-II may be deemed to be indirectly controlled by Pegasus Capital LLC (“Pegasus Capital”).  Mr. Craig Cogut is the President and managing member of Pegasus Capital and may be deemed to indirectly control T-II.  TNA, Traxys and T-II have relied on the information disclosed in the Amendment No. 2 to Schedule 13D of Pegasus Capital dated February 16, 2011 and do not have independent knowledge of the matters disclosed in such document. Such document is incorporated herein by reference.

Except as described above and in Item 6, none of the Reporting Persons has effected any additional transactions with respect to the Common Stock of the Company during the past 60 days.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The disclosures regarding the Agreements in Item 4 are incorporated herein by reference.

Copies of the Agreements are incorporated by reference or included as Exhibits to this Amendment No. 1, as the case may be, as Exhibits 10.10 and 10.12.

Item 7.  Material to Be Filed as Exhibits.

See the Index of Exhibits.

CUSIP No. 608754 109 Schedule 13D Page 7 of 8  

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 18, 2011
	T-II HOLDINGS LLC
	By:	/s/  Harry F. Weyher III
		Name:  Harry F. Weyher III
		Title:    Chief Financial Officer
	TRAXYS NORTH AMERICA LLC
	By:  T-II Holdings LLC, Member
	By:	/s/  Harry F. Weyher III
		Name:  Harry F. Weyher III
		Title:    Chief Financial Officer
	TNA MOLY GROUP LLC
	By:  Traxys North America LLC, Member
	By:	/s/  Harry F. Weyher III
		Name:  Harry F. Weyher III
		Title:    Chief Financial Officer

Index of Exhibits.

Exhibit No.	Description
10.10	Agreement Concerning Registration Rights, dated January 25, 2011, by and among Resource Capital Fund IV L.P., Resource Capital Fund V L.P., PP IV Mountain Pass II, LLC, PP IV MP AIV 1, LLC, PP IV MP AIV 2, LLC, PP IV MP AIV 3, LLC, TNA, MP Rare Company LLC, and KMSMITH LLC.
10.11	Underwriting Agreement, dated February 10, 2011, by and among Molycorp, Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. Incorporated as representatives of the several underwriters named in Schedule III thereto, and the selling stockholders named in Schedule I thereto (incorporated by reference to Exhibit 1.1 to Molycorp, Inc.’s Registration Statement on Form S-1/A (File No. 333-171827) filed with the SEC on February 7, 2011).
10.12	Lock-Up Agreement, dated February 10, 2011, by and among Molycorp, Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co Incorporated, as representatives of the several underwriters named in Schedule III thereto, and TNA.
99.1	Joint Filing Agreement dated August 3, 2010 (incorporated by reference to Schedule 13D of TNA filed with the SEC on August 16, 2010).

EX-10.10

Exhibit 10.10

AGREEMENT CONCERNING REGISTRATION RIGHTS

_________________

Each of the undersigned securityholders (the “Selling Stockholders”) of Molycorp, Inc., a Delaware corporation (the “Company”), is a party to the Registration Rights Agreement, dated as of April 15, 2010 (the “Agreement”), by and among Resource Capital Fund IV L.P., a Cayman Island limited partnership, Resource Capital Fund V L.P., a Cayman Island limited partnership, PP IV Mountain Pass II, LLC, a Delaware limited liability company, PP IV MP AIV 1, LLC, a Delaware limited liability company, PP IV MP AIV 2, LLC, a Delaware limited liability company, PP IV MP AIV 3, LLC, a Delaware limited liability company, TNA Moly Group LLC, a Delaware limited liability company, MP Rare Company LLC, a Delaware limited liability company, and KMSMITH LLC, a Delaware limited liability company.  Terms used herein but not otherwise defined herein are used as defined in the Agreement.

On January 24, 2011, the Company filed a registration statement on Form S-1, Registration No. 333-171827 (as the same may be amended or supplemented, the “Registration Statement”), with respect to an underwritten offering of convertible preferred stock by the Company and an offering of common stock of the Company by the Selling Stockholders, in each case registered under the Securities Act of 1933 (such offerings, collectively, the “Public Offering”).

For good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, each of the undersigned hereby agrees as follows:

1.           Each of the undersigned hereby waives any written notice required to be provided by the Company pursuant to Section 3(a) of the Agreement in connection with the filing of the Registration Statement and the Public Offering.

2.           Notwithstanding the provisions of the Agreement, the Selling Stockholders acknowledge that the Company is providing the Selling Stockholders the opportunity to sell Registrable Securities in the Public Offering and agree that they will jointly advise the Company of the number of Registrable Securities that each will elect have included in the Registration Statement and Public Offering a reasonable amount of time prior to the commencement of the Public Offering.

3.           Each of the undersigned covenants and agrees to execute such instruments and perform such acts as shall be necessary to carry out the terms of this waiver and which are consistent with the Agreement.

4.           Each of the undersigned agrees that, except as expressly provided in Section 2 an 3 above, this instrument shall not be construed as a waiver or amendment of the terms and provisions of the Agreement.

5.           This instrument and the rights and obligations of the undersigned with respect to this instrument shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to its conflict of laws provisions.

6.           This instrument may be executed in counterparts, and will be effective when a counterpart hereof has been executed and dated by each of the undersigned.

IN WITNESS WHEREOF, each of the undersigned, intending to be legally bound hereby, has duly executed this instrument as of the date(s) set forth below.

RESOURCE CAPITAL FUND IV L.P.
By:	Resource Capital Associates IV L.P.,
	General Partner
By:	RCA IV GP L.L.C., General Partner
By:	/s/ Brian T. Dolan
	Name:  Brian T. Dolan
	Title:  Partner
	Dated:
RESOURCE CAPITAL FUND V L.P.
By:	Resource Capital Associates V L.P.,
	General Partner
By:	RCA V GP Ltd., General Partner
By:	/s/ Brian T. Dolan
	Name:  Brian T. Dolan
	Title:  Partner
	Dated:

PP IV MOUNTAIN PASS II, LLC
By:	Pegasus Investors IV L.P.,
	Managing Member
By:	/s/  Alec Machiels
	Name:  Alec Machiels
	Title:  Authorized Person
	Dated:
PP IV MP AIV 1, LLC
By:	Pegasus Investors IV L.P.,
	Managing Member
By:	/s/  Alec Machiels
	Name:  Alec Machiels
	Title:  Authorized Person
	Date:
PP IV MP AIV 2, LLC
By:	Pegasus Investors IV L.P.,
	Managing Member
By:	/s/  Alec Machiels
	Name:  Alec Machiels
	Title:  Authorized Person
	Date:
PP IV MP AIV 3, LLC
By:	Pegasus Investors IV L.P.,
	Managing Member
By:	/s/  Alec Machiels
	Name:  Alec Machiels
	Title:  Authorized Person
	Date:

TNA MOLY GROUP LLC
By:	/s/ Mark S. Kristoff
	Name:  Mark S. Kristoff
	Title:  Managing Member
	Date:
KMSMITH LLC
By:	/s/ Mark A. Smith
	Name:  Mark A. Smith
	Title:  Managing Director
	Dated:

MOLYCORP, INC.
By:	/s/  Mark A. Smith
	Name: Mark A. Smith
	Title: Chief Executive Officer and President

EX-10.12

Exhibit 10.12

MOLYCORP, INC.

LOCK-UP LETTER

February 10, 2011

J.P. Morgan Securities LLC

383 Madison Avenue

New York, NY 10179

Morgan Stanley & Co. Incorporated

1585 Broadway

New York, NY 10036

Ladies and Gentlemen:

The undersigned understands that J.P. Morgan Securities LLC and Morgan Stanley & Co. Incorporated (the “Representatives”) propose to enter into (i) an Underwriting Agreement (the “Common Stock Underwriting Agreement”) with Molycorp, Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company (the “Selling Stockholders”), providing for the public offering by the several Underwriters to be named in Schedule 1 to the Common Stock Underwriting Agreement, including the Representatives (the “Underwriters”), of shares (the “Shares”) of the common stock of the Company (the “Common Stock”) and (ii) an Underwriting Agreement (the “Convertible Preferred Underwriting Agreement” and, together with the Common Stock Underwriting Agreement, the “Underwriting Agreements”) with the Company, providing for the public offering (together with the public offering of the Common Stock , the “Public Offerings”) by the several Underwriters of shares of mandatory convertible preferred stock of the Company (the “Preferred Stock”).

To induce the Underwriters that may participate in the Public Offerings to continue their efforts in connection with the Public Offerings, the undersigned hereby agrees that, without the prior written consent of the Representatives acting on behalf of the Underwriters, it will not, during the period (the “restricted period”) commencing on the date hereof and ending 90 days after the date of the final prospectuses relating to the Public Offerings (each, a “Prospectus”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of the Common Stock or Preferred Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or Preferred Stock or

(2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock or Preferred Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise.  The foregoing sentence shall not apply to (a) the exercise of a warrant or an option to purchase, or the settlement of any other equity award for, shares of Common Stock (provided that any Shares received are subject to the restrictions contained in this agreement), (b) in the case of an option to purchase shares of Common Stock expiring or restricted shares of Common Stock vesting during the restricted period, the sale or transfer of such shares of Common Stock to the Company to satisfy any payment or withholding obligations in connection with the exercise of such option or vesting of such restricted shares, or in connection with any cashless exercise of a warrant to purchase shares of Common Stock, (c) the conversion of any Preferred Stock or other equity interest of the Company into shares of Common Stock, (d) the disposition of shares of Common Stock or Preferred stock pursuant to the Public Offerings, (e) transactions relating to shares of Common Stock, Preferred Stock or other securities acquired in open market transactions after the completion of the Public Offerings, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or Preferred Stock or other securities acquired in such open market transactions; (f) transfers of shares of Common Stock, Preferred Stock or any security convertible into Common Stock or Preferred Stock (1) as a bona fide gift or (2) to any affiliate of the undersigned; (g) distributions of shares of Common Stock, Preferred Stock or any security convertible into Common Stock or Preferred Stock to any partner, member or stockholders of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (f) and (g) above, (i) each transferee or distribute shall sign and deliver a lock-up letter substantially in the form of this letter and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock or Preferred Stock, shall be required or shall be voluntarily made during the 90-day restricted period referred to in the foregoing sentence, (h) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock or Preferred Stock, provided that such plan does not provide for the transfer of Common Stock or Preferred Stock during the 90-day restricted period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the undersigned or the Company during the 90-day restricted period.  In addition, the undersigned agrees that, without the prior written consent of the Representatives acting on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 90 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock, Preferred Stock or any security convertible into or exercisable or exchangeable for Common Stock or Preferred Stock (except in respect of the Public Offerings).  The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock and Preferred stock except in compliance with the foregoing restrictions.

If:

(1)           during the last 17 days of the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or

(2)           prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period;

the restrictions imposed by this agreement shall continue to apply until the expiration of the

18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Representatives waive, in writing, such extension.

The undersigned hereby acknowledges that the Company has agreed in the Underwriting Agreement to provide written notice of any event that has resulted in an extension of the restricted period and agrees that any such notice properly delivered will be deemed to have given to, and received by, the undersigned.

This agreement shall automatically terminate and be of no further effect upon the earliest to occur, if any, of:  (i)(x) the Company advising the Representatives in writing, prior to execution of the Convertible Preferred Underwriting Agreement, that it has determined not to proceed with the Public Offerings and (y) the Selling Stockholders advising the Representatives in writing, prior to the execution of the Common Stock Underwriting Agreement, that they have determined not to proceed with the Public Offering of Common stock, (ii) the termination of both the Common Stock Underwriting Agreement and the Convertible Preferred Underwriting Agreement before the sale of any Common Stock or Preferred Stock to the Underwriters and (iii) April 30, 2011 if a closing for neither of the Public Offerings has occurred as of that time.

The undersigned understands that the Company and the Underwriters are relying upon this agreement in proceeding toward consummation of the Public Offerings.  The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.

Whether or not the Public Offerings actually occur depends on a number of factors, including market conditions.  Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters.

Very truly yours,
/s/ Mark S. Kristoff
(Name)	Mark S. Kristoff, Manager
	TNA Moly Group LLC
	825 Third Avenue
	New York, NY 10022
(Address)

[Signature page to lock-up letter]