Neo Material Technologies (NEMFF)

[Renee]

NEMFF: Plan of Arrangement. Pursuant to the Arrangement, each Neo shareholder who is not an eligible holder (?Non-Eligible Holder) will receive in exchange for each common share of Neo (?Common Share"), at the Non-Eligible Holder?s election: (i) 0.4242 common shares of Molycorp (the ?Share Consideration?)(each whole common share, a ?Molycorp Share?); or (ii) C$11.30 in cash (the ?Cash Consideration?); or (iii) a combination of Share Consideration or Cash Consideration, subject in each case to pro-ration. TSX understands that the Molycorp Shares are listed on the New York Stock Exchange under the symbol: MCP. A Neo shareholder who: (i) is a Canadian Resident; and (ii) is not exempt from tax under Part I of the Income Tax Act (Canada) (an ?Eligible Holder)will receive in exchange for each Neo Common Share, at the Eligible Holder?s election: (i) in respect of each Neo Common Share that is an Eligible Share, 0.4242 exchangeable shares (the ?Exchangeable Shares?) in the capital of Exchangeco (?Eligible Share Consideration?) or a combination of Cash Consideration and Eligible Share Consideration, subject in each case to pro- ration; or (ii) in respect of each Neo Common Share that is not an Eligible Share, if any, either the Cash Consideration of C$11.30 or the Share Consideration of 0.4242 Molycorp Shares; or (iii) a combination thereof, subject in each case to pro-ration. The Exchangeable Shares will not be listed on TSX, there is no public market through which the Exchangeable Shares may be sold and no public market is expected to develop for these shares. For a detailed description of the principal terms and conditions of the Exchangeable Shares, reference should be made to page 35 of the Circular. **

http://www.otcbb.com/asp/dailylist_detail.asp?d=06/13/2012&mkt_ctg=NON-OTCBB