UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On March 4, 2022, MP Mine Operations LLC (“MPMO”), a Delaware limited liability company and a wholly-owned subsidiary of MP Materials Corp. (“MPMC” and together with MPMO, collectively referred to as the “Company”) entered into an Offtake Agreement, dated as of March 4, 2022 (“Offtake Agreement”) with Shenghe Resources (Singapore) International Trading PTE. LTD., a private limited company organized under the laws of Singapore (“Shenghe”).
Pursuant to the terms of the Offtake Agreement, the Company shall sell to Shenghe rare earth products produced by the Company for distribution to end users. The initial term of the Agreement is for two years and the Company has the option to extend the term for an additional one-year period. As provided in the Offtake Agreement, and subject to certain exclusions, Shenghe shall purchase on a take-or-pay basis the rare earth concentrate produced by the Company as the exclusive distributor in China during the Term, with certain exceptions for the Company’s direct sales globally. In addition, Shenghe shall purchase on a take-or-pay basis the certain non-concentrate rare earth products that the Company in its sole discretion nominates to Shenghe for distribution as the exclusive distributor of those certain non-concentrate rare earth products in China during the Term. Further, the Company may sell all non-concentrate rare earth products in its sole discretion to customers or end users in any jurisdiction. In exchange for distribution services, Shenghe will be paid a variable commission on net proceeds to the Company.
The foregoing is a summary of the terms of the Offtake Agreement and is qualified in its entirety by reference to the Offtake Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2022.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 4, 2022 | MP Materials Corp. | |||||
| By: | /s/ Elliot D. Hoops | |||||
| Elliot D. Hoops | ||||||
| General Counsel and Secretary | ||||||
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