MP Materials SPAC Presentation Deck

DISCLAIMERS (CONT.) Financial Information Non-GAAP Rnancial Mesures The financial information and data contained in this presentation sunaudted and does not conform to Regulation S-X. Accordingly, such information and data may not be included in, may be adjusted in or may be presented differentyi, ony proxy statement / prespectus or registration statement to be led by PVAC with the SEC. Prior to t the closing of the proposed business combination, MPWO and SNR will be combined under common ownership Unless arherwise noted all references to "M" or "WP Mates included herein ge effect to such combination of PMO and SNR Alaicalinandol information at MP and MP Marwich includest hensin has been presented on a combined basis. efecting the combined historical results of MPMO and SNR on the basis described herein, and is not necessarily indicative of the operating results of the combined ones that would have been achieved for such prior pelock The "pro formo" financial data included here in has not been prepared in accordance with Article 11 of the SEC's Regulation S-X is preserved for informational purposes only and may differ materially from the Region X compian unucidpra lomma financial statemental MP to be included in FVAC's proey samproipectus in commaction with the proposed busin combination (when available). In add fan al MP horical financial infamaton included herein is preliminary and subject to change pending finalization of the audits of MPMO and SNR os of and for the years ended December 31, 2019 and December 31, 2018 in accordance with PCACB ouding standards Some of the financial information and data contained in this presentation such as Adjusted EBITA Acued EBIDA magn and free cash flow, have not been prepared in accordance with United States generally accepted accounting pinciples OMA). EBITDA is cofnodos net earnings floss before imorest expense, income fox expense (beneft, depreciofion, omontafon accretion of asset vetement obligations and environmental sobres. Adjusted EBITDA s defined a DA pluso defered revenue adjustment to reflect the unrecognised portion of gross protit recoupments hom Otake Advances and exclude other non-recuming or specialitems. Free Cash Flow T defined at net cash from operations minus net purchases of propery, plent and equipment, MP's management uses these non GAAP measures to compare MP's performance to that of prior periods for vene enotyses and for budgeting and planning purposes. You can find the reconciliation of these mecnuses to the nearest comparable GAAP measures on side 49 FVAC and MP beleve these non-GAAP measures of financial resulh provide useful information to management and investos regarding certain financial and business band relating to M's financial condition and res of operations. FVAC and MP believe that the use of these non-GMA Enencia measures provides on additional tool for investors to use in evaluating projected operaring results and tends vs method of derermining these non GAAP measures may be different from other companies methods and therefore, may not be compare to the used by the companies and IP does not commend the sale at the non-GAAP modis och financid parimcnce Management dos mal comider than non-GAA measures in holation cor on otermotive to financial measures determined in accordance with GAAP. The principollmtortion of these non GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in MPs ranci samant nadion, they are stject to inherentimilations as they ret act the esercie of judgmens by management about which expeme and income ore excluded or included in determining these non-GAAP Snancial measures. In order to compensate for these vitations, management presents non GAAP Snancial measures in connection with GAMP resuts MP is not providing a reconciliation of our projected Adjusted EBITDA for ful year 2000-2003 to the most directly comparatie measure prepared in accordance with GAAP, because MF is unable to provide this reconciation without unsacionable effort due to the uncertainty and inherent atticuty of credicting the occurence, the financial impact ond the periods in which the adjustments may be recognized. For the same reasons, MP is unable to address the probable significance of the unavaloble information, which could be material to future results. You should review MP's aud ted financial statements, which will be included in the Registration Stonement jos defined below relating to the proposed business combination (as described further below) Additional information About the Proposed Business Combination and Where to find it The proposed business combination will be submitted to stockholders of PVAC for their consideration and approval at a special mesering of stockholdan. PVAC intends to Magistration statement on Form 5-4 the Region Statement with the SEC, which will include preliminary and definitive proxy statements to be distributed to hokers of PVAC's common stock in connection with FVAC's solicitation for proxies for the vote by FVAC's stockholders in connection with the proposed business combination and other mahes as described in the Registration Statement as well as the prospectus relating to the offer of the secues to be issued to MP's thorholder in connection with the completion of the business combination After the Rogissanon Statement has been fod and decored effective. PVAC wilma o defirive proxy statement and other relevant documents to is dockholderi os of the record date established for voting on the proposed business combination, PVAC Estocimolden and other interested persons are advised to read once available the preliminary proxy storement and any amendments there to and once available Me dintre proxy slorement/prospectus in connection with FVACS seficiation of prodes for its special meeting of stockholders to be held to apprave, omong other things the proposed business combination because documents will contain important information about FVAC MP and the proposed business combination Stockholders may also obtain a copy of the preliminary or delinitive prowy statement/prospectus once available as well as other documents filed with the SBC regarding the proposed business combination and other documents tecwn the SEC by PVAC without charge of the SEC website localed of www.sec.gov or by directing o request to 1340 Avenue of the America 46th Roer. New York, New York 10105 Attention: R. Edword Abert EL President joobestaroness .com, CC: Nexonder Gilete ([email protected]. This presentation does not conentute on offer to sell or the solicitorion of can offer to buy cany wouites, or a solicitation of any vale or approval nar shall there be any sale of secunten in any prediction in which such other, solicitation or would be unlawfulprior to registration or qualification under the securities lows of any such judicrion, No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the US. Securities Act of 1933 os omended INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERIES OF THE OFFERING OF THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE Participants in the Solicion TVAC, MP and certain of their respective direction executivactices and other members of management and employees may, under SEC rules, be deemed to be panicipants in the solicitations of proses from PVACs dockholders in connection with the proposed business combination, information regarding the persons who moy, under SEC tules be deemed portic ponts in the solicitorion of PVAC's stockholders in connection with the proposed business combination will be set forth in FVAC's pracy strement/prospects when his fled with the SIC. You can find more information about FVAC's dicton and executive officers in PVC's final prospect dated Api 29. 2020 anded with the SEC on May 1.2020. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect merest will be included in FVAC's proxy storement prospectus when it becomes available. Stockholcers potential investors and other interested persons should read the proxy storement prospectus coretuly when it becomes available before making any voting or investment decisions You may obtain thee copies of these documents from the sourcen indicated abovu. MP MATERIALS