Molycorp Prices Offerings of Convertible Senior Notes and Common Stock

GREENWOOD VILLAGE, Colo. (9:15 a.m. Eastern, August 17, 2012) – Molycorp, Inc. (NYSE: MCP) (“Molycorp” or the “Company”) today announced the pricing of its previously announced public offering of $360 million aggregate principal amount (or up to an aggregate of $414 million aggregate principal amount if the underwriters of such offering exercise their over-allotment option in full) of its 6.00% Convertible Senior Notes due 2017 (the “Notes”) (the “Notes Offering”) and 12,000,000 shares of its common stock (the “Common Stock”) (or up to an aggregate of 13,800,000 shares of Common Stock if Morgan Stanley & Co. LLC (“Morgan Stanley”), the underwriter of such offering, exercises its option to purchase additional shares of Common Stock in full) at a price per share of $10.00 (the “Primary Shares Offering”) in separate registered public offerings. The Company expects to close the Notes Offering and the Primary Shares Offering on August 22, 2012, subject to satisfaction of customary closing conditions.

The Notes will be Molycorp’s senior unsecured obligations and will bear interest at a rate of 6.00% per annum, payable semi-annually in arrears on March 1 and September 1 of each year, commencing on March 1, 2013. The Notes will mature on September 1, 2017, unless earlier repurchased, redeemed or converted in accordance with their terms. The Notes will be convertible at any time prior to 5:00 p.m., New York City time, on the second scheduled trading day immediately preceding the maturity date into shares of Common Stock, cash, or a combination thereof, at Molycorp’s election. The conversion rate will initially be 83.3333 shares of Common Stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $12.00 per share of Common Stock), subject to customary adjustments.  Molycorp will have the right to redeem the Notes on or after September 1, 2015 if the last reported sale price of its Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which Molycorp provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which Molycorp provides notice of redemption.

The Company intends to use the net proceeds received from the Notes Offering and the Primary Shares Offering to fund operating expenses, working capital, capital expenditures and any other cash requirements for the remainder of 2012 and 2013, including without limitation, capital expenditures at its Mountain Pass facility and other capital projects, as well as other cash requirements, such as cash payments in August 2012 to certain holders of the 5% subordinated unsecured convertible debentures of Molycorp Canada, the Company’s wholly-owned Canadian subsidiary.

Concurrently with the Notes Offering and the Primary Shares Offering, the Company has entered into a share lending agreement with Morgan Stanley Capital Services LLC (“MSCS”), an affiliate of Morgan Stanley, under which it has agreed to loan to MSCS up to 13,800,000 shares of Common Stock (the “Borrowed Shares”), of which 7,500,000 shares of Common Stock were offered through Morgan Stanley at a price per share of $10.00 (the “Borrowed Shares Offering”) in a registered public offering. The Company has entered into the share lending agreement to facilitate the Notes Offering. The Company will not receive any proceeds from the Borrowed Shares Offering, but the Company will receive a nominal lending fee from MSCS for the use of the Borrowed Shares, which the Company intends to use for general corporate purposes.

Morgan Stanley and Credit Suisse Securities (USA) LLC are acting as joint bookrunners for the Notes Offering, and Morgan Stanley is acting as sole bookrunner for each of the Primary Shares Offering and the Borrowed Shares Offering.

Each of the Notes Offering, the Primary Shares Offering and the Borrowed Shares Offering may be made only by means of a prospectus supplement and an accompanying prospectus. Copies of the prospectus supplement and the accompanying prospectus relating to the Notes offering may be obtained from Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, Second Floor, New York, NY 10014 (email address: prospectus@morganstanley.com) or Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, One Madison Avenue, New York, New York 10010, e-mail:newyork.prospectus@credit-suisse.com or toll free at (800) 221-1037 and copies of the prospectus supplement and the accompanying prospectus relating to the Primary Shares Offering and the Borrowed Shares Offering may be obtained from Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, Second Floor, New York, NY 10014 (email address:prospectus@morganstanley.com).

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the Notes, the Common Stock or any other securities, nor will there be any sale of the Notes, the Common Stock or any other securities in any state or jurisdiction in which such an offer, solicitation or sale is not permitted.

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For More Information:

Jim Sims, +1 (303) 843-8062
Vice President, Corporate Communications
Jim.Sims@Molycorp.com

Brian Blackman, 
+1 (303) 843-8062
Senior Manager, Investor Relations
Brian.Blackman@molycorp.com


About Molycorp, Inc.
 
Molycorp is a leading rare earths and rare metals company, and combines a world-class rare earth resource at Mountain Pass, California, with advanced, high-purity rare earth and rare metal materials processing capabilities.  With 26 locations across 11 countries, Molycorp is vertically integrated across the global rare earth mine-to-magnetics supply chain. It produces rare earth magnetic materials as well as a variety of high-purity, custom engineered products from 13 different rare earths (lights and heavies) as well as five rare metals (gallium, indium, rhenium, tantalum and niobium), and the transition metals yttrium and zirconium.  Through its Molycorp Magnequench subsidiary, the Company is a leading global producer of neodymium-iron-boron (NdFeB) magnet powders, used to manufacture bonded NdFeB permanent rare earth magnets.  Through its joint venture with Daido Steel and Mitsubishi Corporation, Molycorp expects to begin manufacturing next-generation, sintered NdFeB permanent rare earth magnets in early 2013.  The rare earths and rare metals materials that Molycorp produces are critical inputs in wide variety of existing and emerging applications, including the following: advanced transportation technologies, such as hybrid electric, plug-in hybrid electric, and all-electric vehicles; clean energy technologies, such as solar and wind power systems; energy efficiency technologies, such as high efficiency motors and appliances, compact fluorescent lights, and color displays; computing and communications applications, including fiber optics, lasers, and hard disk drives; defense and aerospace applications, such as satellites, guidance and control systems, and global positioning systems; and advanced water treatment technologies for use in municipal wastewater, industrial wastewater, pool & spa, and outdoor recreation applications. For more information please visit www.molycorp.com.

About Molycorp

Molycorp is one of the world's leading rare earths and rare metals companies, and combines a world-class rare earth resource at Mountain Pass, California, with world-leading ultra-high-purity rare earth and rare metal materials processing capabilities. With 26 locations across 11 countries, Molycorp is vertically integrated across the global rare earth mine-to-magnetics supply chain. It produces custom engineered materials from 15 different rare earths, with purity levels of up to 6N (99.9999%), and from six other metals (niobium, tantalum, gallium, indium, rhenium, and zirconium) at purity levels of up to 8N (99.999999%). Through its Molycorp Magnequench subsidiary, the Company is a leading global producer of neodymium-iron-boron (NdFeB) magnet powders, used to manufacture bonded NdFeB permanent rare earth magnets. Through its joint venture with Daido Steel and Mitsubishi Corporation, Molycorp expects to begin manufacturing next-generation, sintered NdFeB permanent rare earth magnets in early 2013. The rare earths and rare metals materials that Molycorp produces are critical inputs in wide variety of existing and emerging applications, including the following: advanced transportation technologies, such as hybrid electric, plug-in hybrid electric, and all-electric vehicles; clean energy technologies, such as solar and wind power systems; energy efficiency technologies, such as high efficiency motors and appliances, compact fluorescent lights, and color displays; computing and communications applications, including fiber optics, lasers, and hard disk drives; defense and aerospace applications, such as satellites, guidance and control systems, and global positioning systems; and advanced water treatment technologies for use in municipal wastewater, industrial wastewater, pool & spa, and outdoor recreation applications. For more information please visit www.molycorp.com.

For more information:

Jim Sims, +1 (303) 843-8062
Vice President Corporate Communications
Jim.Sims@Molycorp.com

Brian Blackman, +1 (303) 843-8067
Senior Manager, Investor Relations
Brian.Blackman@Molycorp.com

Cautionary Note Regarding Forward-Looking Statements
Safe Harbor Statements This release contains forward-looking statements that represent Molycorp’s beliefs, projections and predictions about future events or Molycorp’s future performance, including those regarding Neo Materials. Forward-looking statements can be identified by terminology such as “may,” “will,” “would,” “could,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue” or the negative of these terms or other similar expressions or phrases. These forward-looking statements are necessarily subjective and involve known and unknown risks, uncertainties and other important factors that could cause Molycorp’s actual results, performance or achievements or industry results to differ materially from any future results, performance or achievement described in or implied by such statements. Factors that may cause actual results to differ materially from expected results described in forward-looking statements include, but are not limited to: Molycorp’s ability to successfully integrate Neo into Molycorp’s operations; Molycorp’s ability to achieve fully the strategic and financial objectives related to the acquisition of Neo, including the acquisition’s impact on Molycorp’s financial condition and results of operations, including any expected synergies and the acquisition being accretive to Molycorp’s earnings; Molycorp’s ability to secure additional capital to implement its business plans; Molycorp’s ability to complete its initial modernization and expansion efforts, including the accelerated start-up of the Mountain Pass facility, which management refers to as Project Phoenix Phase 1, and the second phase capacity expansion plan, which management refer to as Project Phoenix Phase 2, and reach full planned production rates for REOs and other planned downstream products, in each case within the projected timeframe; the success of Molycorp’s cost mitigation efforts in connection with Project Phoenix, which, if unsuccessful, might cause its costs to exceed budget; the final costs of the Project Phoenix Phase 1, including with accelerated start-up of the Mountain Pass facility, and Project Phoenix Phase 2, which may differ from estimated costs; uncertainties regarding global supply and demand for rare earths materials; Molycorp’s ability to achieve anticipated production costs and realize the cost benefits of new technologies; Molycorp’s ability to successfully integrate recently acquired businesses; uncertainties associated with Molycorp’s reserve estimates and non-reserve deposit information, including estimated mine life and annual production; uncertainties related to feasibility studies that provide estimates of expected or anticipated costs, expenditures, and economic returns; and REO prices, production costs and other expenses for operations, which are subject to fluctuation; Molycorp’s ability to maintain appropriate relations with unions and employees; Molycorp’s ability to successfully implement its “mine-to-magnets” strategy; environmental laws, regulations and permits affecting Molycorp’s business, directly and indirectly, including, among others, those relating to mine reclamation and restoration, climate change, emissions to the air and water and human exposure to hazardous substances used, released or disposed of by Molycorp; with unanticipated geological conditions related to mining; the effects of adverse general economic and business conditions; the rate of exchange of the U.S. dollar to the Canadian dollar, the Japanese yen, the Chinese Renminbi and the Euro; unexpected actions of domestic and foreign governments; and various events that could disrupt operations, including natural events. For more information regarding these and other risks and uncertainties that Molycorp may face, see the section entitled “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 and of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012. Any forward-looking statement contained in this press release or the Annual Report on Form 10-K or the Quarterly Report on Form 10-Q reflects Molycorp’s current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to Molycorp’s operations, operating results, growth strategy and liquidity. You should not place undue reliance on these forward-looking statements because such statements speak only as to the date when made. Molycorp assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future, except as otherwise required by applicable law.

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