STOCK PURCHASE AGREEMENT
EXHIBIT 2.2
Execution Copy
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of April 1, 2011 (the “Closing
Date”), is by and between MOLYCORP MINERALS, LLC, a Delaware limited liability company (the
“Purchaser”), and TREIBACHER INDUSTRIE AG, a company organized under the laws of Austria (the
“Seller”). The Purchaser and the Seller are sometimes referred to in this Agreement together as
the “Parties” or individually as a “Party”.
BACKGROUND
A. The Seller is the registered and beneficial owner of 1,082,501 (or approximately 10.023%)
of the 10,800,000 issued and outstanding shares of capital stock of AS SILMET, a public limited
company organized under the laws of the Republic of Estonia (the “Company”).
B. The Seller desires to sell to the Purchaser, and the Purchaser desires to purchase from the
Seller, all of the foregoing shares of capital stock of the Company (the “Silmet Shares”), subject
to the terms and conditions contemplated by this Agreement.
C. The respective governing boards of the Parties have determined that the transactions
contemplated by this Agreement are advisable, fair to and in the best interests of their respective
companies and stockholders and accordingly have approved such transactions.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the respective representations,
warranties, covenants and agreements set forth in this Agreement and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending
to be legally bound, hereby agree as follows:
I. DEFINITIONS
“Actions” means any claim, demand, charge, complaint, action, suit, proceeding, hearing,
audit, investigation, interference, opposition, re-examination, concurrent use, cancellation or
other dispute resolution or proceeding, whether judicial, administrative or arbitrative, of any
Person or Governmental Authority.
“Affiliate” means with respect to any Person, a Person that directly or indirectly controls,
is controlled by, or is under common control with, any such Person. The term “control” (including
the terms “controlled by” or “under common control with”) means, the possession, directly or
indirectly, of the power to direct or cause the direction of the management or policies of such
Person, whether through ownership of voting securities, membership interests, by contract or
otherwise.
“Agreement” has the meaning set forth in the Preamble.
“Claims Notice” has the meaning set forth in Section 6.2.
“Closing” has the meaning set forth in Section 3.1.
“Closing Date” has the meaning set forth in the Preamble.
“Company” has the meaning set forth in Background Paragraph A.
“Consent” means any consent, approval, authorization, qualification, waiver, registration or
notification required to be obtained from, filed with or delivered to a Governmental Authority or
any other Person in connection with the consummation of the transactions provided for in this
Agreement.
“Expiration Date” has the meaning set forth in Section 6.3(a).
“General Enforceability Exceptions” has the meaning set forth in Section 4.1.
“Governmental Authority” means any government or political subdivision or regulatory
authority, whether federal, state, local or foreign, or any agency or instrumentality of any such
government or political subdivision or regulatory authority, or any federal state, local or foreign
court or arbitrator.
“ICC” has the meaning set forth in Section 7.13.
“Indemnified Party” has the meaning set forth in Section 6.2.
“Indemnifying Party” has the meaning set forth in Section 6.2.
“Knowledge of the Seller” means the knowledge obtained or obtainable after due inquiry by any
officer or director of the Seller.
“Law” means any law, common law, statute, code, ordinance, regulation or other requirement of
any Governmental Authority.
“Liability Claim” has the meaning set forth in Section 6.2.
“Liens” has the meaning set forth in Section 2.1.
“Loss” or “Losses” means all losses, liabilities, claims, damages, penalties, fines,
judgments, awards, settlements, taxes, costs, fees, expenses (including but not limited to
reasonable attorneys’ fees) and disbursements and, with respect to any Liability Claim asserted by
the Purchaser, diminution in value of the Company.
“Order” means any order, judgment, injunction, award, decree, ruling, charge or writ of any
Governmental Authority.
“Party” and “Parties” have the meaning set forth in the Preamble.
“Person” means any individual, sole proprietorship, partnership, corporation, limited
liability company, unincorporated society or association, trust or other entity, or any division of
such Person.
“Purchase Price” has the meaning set forth in Section 2.2.
“Purchaser” has the meaning set forth in the Preamble.
“Released Parties” has the meaning set forth in Section 7.1.
“Seller” has the meaning set forth in the Preamble.
“Silmet Shares” has the meaning set forth in Background Paragraph B.
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II. PURCHASE AND SALE
2.1. Purchase and Sale of the Silmet Shares. Concurrently with the execution and
delivery of this Agreement, the Purchaser shall purchase (or cause to be purchased) from the
Seller, and the Seller shall sell, transfer, assign, convey and deliver to the Purchaser, all of
the Silmet Shares, free and clear of any mortgage, pledge, hypothecation, rights of others, claim,
security interest, encumbrance, title defect, title retention agreement, voting trust agreement,
interest, option, lien, charge or similar restrictions or limitations (collectively, “Liens”). In
order to consummate the foregoing purchase and sale, (a) the Purchaser and Seller (or their
respective counsel) will confirm that all requirements for Closing have been satisfied; and (b)
subject to such confirmation and immediately thereafter (i) the Purchaser will cause the Purchase
Price to be paid by wire transfer as set forth in Section 2.2 below and provide the Seller
with confirmation that such wire transfer has been initiated (by furnishing a Federal Reference No.
or otherwise), and (ii) the Seller will give an irrevocable and unconditional order to the Seller’s
securities account manager at Swedbank AS to transfer the Silmet Shares to the Purchaser’s
securities account at Swedbank AS and provide the Purchaser with confirmation that such notice has
been given. The Purchaser will also give an irrevocable and unconditional order to the Purchaser’s
securities account manager to accept the Silmet Shares.
2.2. Purchase Price. In full consideration for the transfer of the Silmet Shares,
concurrently with the execution and delivery of this Agreement, the Purchaser shall pay (or cause
to be paid) to the Seller the sum of NINE MILLION TWENTY THOUSAND SEVEN HUNDRED U.S. DOLLARS (USD
$9,020,700.00) (the “Purchase Price”), in cash, payable by wire transfer to an account designated
by the Seller in writing.
III. CLOSING DELIVERIES AND OTHER ACTIONS
3.1. Time and Place of Closing. The consummation of the transactions contemplated
hereby (the “Closing”) shall take place concurrently with the execution and delivery of this
Agreement at the law offices of Lawin, Xxxxxxxxx 0, Xxxxxxx, 00000 Xxxxxxx, or at such other time
or place as the Parties may agree in writing. Notwithstanding the foregoing, the Parties may agree
to conduct the Closing remotely via electronic exchange of documents, signatures and consideration.
For all purposes, the Closing shall be deemed to take place at 11:59 p.m. (Estonian time) on the
Closing Date.
3.2. Deliveries by the Seller. At the Closing, the Seller shall deliver, or cause to
be delivered, to the Purchaser the following items:
(a) evidence satisfactory to the Purchaser that the Silmet Shares have been accepted by its
securities account manager as contemplated by Section 2.1;
(b) a waiver, in form and substance acceptable to the Purchaser, of the Seller’s pre-emptive
rights contained in Section 3.3 of the Company’s Articles of Association; and
(c) such other documents and instruments as the Purchaser reasonably requests to consummate
the transactions contemplated hereby.
3.3. Deliveries by the Purchaser. At the Closing, the Purchaser shall deliver, or
cause to be delivered, to the Seller the following items:
(a) the Purchase Price, payable in accordance with Section 2.2; and
(b) such other documents and instruments as the Seller reasonably requests to consummate the
transactions contemplated hereby.
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IV. REPRESENTATIONS AND WARRANTIES RELATING TO THE SELLER
The Seller hereby represents and warrants to the Purchaser, as of the date hereof, as follows:
4.1. Authority, Validity and Effect. The Seller has all requisite authority and full
legal capacity to enter into and perform its obligations under this Agreement and to consummate the
transactions contemplated herein. This Agreement has been duly executed and delivered by the
Seller pursuant to all necessary authorization and is the legal, valid and binding obligation of
the Seller, enforceable against it in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation, fraudulent conveyance and other similar Laws
and principles of equity affecting creditors’ rights and remedies generally (the “General
Enforceability Exceptions”). No further action on the part of the Seller is or will be required in
connection with the authorization of the transactions contemplated by this Agreement.
4.2. Title to Shares. The Seller (a) is the record and beneficial owner of the Silmet
Shares, (b) has full power, right and authority, and any approval required by applicable Law, to
make and enter into this Agreement and to sell, assign, transfer and deliver the Silmet Shares to
the Purchaser, and (c) has good and valid title to the Silmet Shares, free and clear of all Liens.
4.3. No Conflict. Neither the execution of this Agreement, nor the performance by the
Seller of its obligations hereunder will (a) violate or conflict with the Articles of Association
(or equivalent document) or the Bylaws (or equivalent document) of the Seller, the Company, or any
applicable Law or Order, (b) violate, conflict with or result in a breach or termination of, or
otherwise give any Person additional rights or compensation under, or the right to terminate or
accelerate, or constitute (with notice or lapse of time, or both) a default under the terms of any
note, deed, mortgage or other contract to which the Seller or the Company is a party or by which
any of their respective assets or properties are bound, or (c) result in the creation or imposition
of any Lien (except as created by the Purchaser or any of its Affiliates) with respect to, or
otherwise have an adverse effect upon, the Silmet Shares or any of the assets or properties of the
Seller or the Company.
4.4. Consents. No Consent of any third party or Governmental Authority is required in
connection with the execution and delivery by the Seller of this Agreement or the consummation of
the transactions contemplated hereby.
4.5. Litigation. The Seller has not received notice of any Order or Action and, to
the Knowledge of the Seller, there is no Order or Action pending or threatened against the Seller
that would give any Person the right to enjoin or rescind the transactions contemplated by this
Agreement or otherwise prevent the Seller from complying with the terms of this Agreement.
4.6. Brokers. No Person has acted directly or indirectly as a broker, finder or
financial advisor for the Seller in connection with the negotiations relating to the transactions
contemplated by this Agreement for which the Purchaser or the Company will become obligated to pay
a fee or commission.
V. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser hereby represents and warrants to the Seller, as of the date hereof, as follows:
5.1. Existence and Good Standing. The Purchaser is a limited liability company duly
organized, validly existing and in good standing under the laws of the State of Delaware, USA.
5.2. Power. The Purchaser has the power and authority to execute, deliver and perform
fully its respective obligations under this Agreement.
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5.3. Validity and Enforceability. The Purchaser has the capacity to execute, deliver
and perform its obligations under this Agreement. This Agreement has been duly executed and
delivered by the Purchaser and, assuming due authorization, execution and delivery by the Seller,
represents the legal, valid and binding obligation of the Purchaser, enforceable against the
Purchaser in accordance with its terms, subject to General Enforceability Exceptions. No further
action on the part of the Purchaser is or will be required in connection with the authorization of
the transactions contemplated by this Agreement.
5.4. No Conflict. Neither the execution of this Agreement, nor the performance by the
Purchaser of its obligations hereunder will violate or conflict with the Purchaser’s Certificate of
Organization or Operating Agreement or any Law or Order.
5.5. Consents. No Consent of any third party or Governmental Authority is required in
connection with the execution and delivery by the Purchaser of this Agreement or the consummation
of the transactions contemplated hereby.
5.6. Brokers. No Person has acted directly or indirectly as a broker, finder or
financial advisor for the Purchaser in connection with the negotiations relating to the
transactions contemplated by this Agreement for which the Seller will become obligated to pay a fee
or commission.
VI. REMEDIES
6.1. General Indemnification Obligation.
(a) Seller’s Indemnification Obligations. The Seller shall indemnify and hold
harmless the Purchaser from and against any and all Losses incurred or suffered by the Purchaser
based upon, arising out of, or otherwise in respect of (i) any inaccuracies in or any breach of any
representation or warranty of the Seller contained in this Agreement or (ii) any breach of any
covenant or agreement of the Seller contained in this Agreement.
(b) Purchaser’s Indemnification Obligations. The Purchaser shall indemnify and hold
harmless the Seller from and against any and all Losses incurred or suffered by the Seller based
upon, arising out of, or otherwise in respect of (i) any inaccuracies in or any breach of any
representation or warranty of the Purchaser contained in this Agreement, or (ii) any breach of any
covenant or agreement of the Purchaser contained in this Agreement.
6.2. Notice of Asserted Liability. As soon as is reasonably practicable after the
Seller, on the one hand, or the Purchaser, on the other hand, becomes aware of any claim that such
Party has under Section 6.1 that may result in a Loss for which such Party is entitled to
indemnification hereunder (a “Liability Claim”), such Party (the “Indemnified Party”) shall give
notice of such Liability Claim (a “Claims Notice”) to the other Party (the “Indemnifying Party”).
A Claims Notice must describe the Liability Claim in reasonable detail and must indicate the amount
(estimated, if necessary and to the extent feasible) of the Loss that has been or may be suffered
by the Indemnified Party. No delay in or failure to give a Claims Notice by the Indemnified Party
to the Indemnifying Party pursuant to this Section 6.2 will adversely affect any of the
other rights or remedies that the Indemnified Party has under this Agreement or alter or relieve
the Indemnifying Party of its obligation to indemnify the Indemnified Party except to the extent
that such delay or failure has prejudiced the Indemnifying Party.
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6.3. Survival; Limitations.
(a) The representations and warranties of the Parties contained in this Agreement will survive
for a period of 54 months following the Closing (the “Expiration Date”); provided
that, any
Claims pending on the Expiration Date for which notice has been given in accordance with
Section 6.2 on or before the Expiration Date may continue to be asserted and indemnified
against until finally resolved.
(b) Notwithstanding anything to the contrary contained in this Article VI, the Seller
will not have any liability pursuant to Section 6.1(a)(i) in excess of the Purchase Price.
6.4. Specific Performance. Each Party’s obligation under this Agreement is unique.
If any Party should breach its covenants under this Agreement, each of the Parties acknowledge that
it would be extremely impracticable to measure the resulting damages; accordingly, the
non-breaching Party or Parties, in addition to any other available rights or remedies, may xxx in
equity for specific performance, and each Party expressly waives the defense that a remedy in
damages will be adequate.
6.5. Adjustment to the Purchase Price. For U.S. Tax purposes, any indemnification
payments made pursuant to this Article VI shall be treated as an adjustment to the Purchase
Price, unless otherwise required by applicable Law.
6.6. Exclusive Remedy. Except as may be required to enforce post-Closing covenants
contained in this Agreement, after the Closing Date the indemnification rights in this Article
VI are and shall be the sole and exclusive remedies of the Parties with respect to this
Agreement and the transactions contemplated hereby; provided that, this sentence
shall not be deemed a waiver by any Party of its right to seek specific performance or injunctive
relief in the case of another Party’s failure to comply with the post-Closing covenants made by
such other Party; and provided, further, that this sentence shall not be deemed a
waiver by any Party of its right to pursue claims for fraud, intentional or knowing
misrepresentation, or active concealment, all of which shall be claims that are outside the terms
and conditions of this Agreement. In no event shall any Party be entitled to a duplicative
recovery with respect to any particular Loss.
VII. MISCELLANEOUS
7.1. Seller Release. For good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Seller on its own behalf, and on behalf of its
Affiliates, hereby fully waives, releases, remises, acquits and discharges forever, irrevocably and
unconditionally (a) the Company, and (b) all of its present and former management board members
(collectively, the “Released Parties”) from, against and with respect to any and all Actions or
Losses, which the Seller or any of such Affiliates ever had or has as of the Closing Date against
any of the Released Parties for or by any reason or matter whatsoever, except for trade payables
incurred in the ordinary course of business.
7.2. No Personal Liability. The Parties agree that the application of this Agreement
is limited to its express terms and to the Parties hereto and, accordingly, neither Party, nor any
of their Affiliates, may bring an Action (for indemnification or otherwise) against any individual
in his or her personal capacity as a result of the use of his or her knowledge in confirming or
qualifying any of the representations or warranties contained in this Agreement.
7.3. Press Release and Announcements. Concurrently with the Closing, the Parties will
collaboratively prepare and release a joint press release regarding this Agreement and the
transactions contemplated hereby, and the Purchaser’s parent company, Molycorp, Inc., may file a
Form 8-K with the SEC regarding the same. Except for such joint press release and Form 8-K,
neither Party will issue (or cause to be issued) any press release or other public announcement
relating to the existence or subject matter of this Agreement or the transactions contemplated
hereby, except as required by applicable Law or with the prior written consent of the other Party,
which consent will not be unreasonably withheld, conditioned or delayed.
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7.4. Further Assurances. From and after the Closing Date, at the request of the
Purchaser, the Seller shall execute and deliver or cause to be executed and delivered to the
Purchaser or the Company, such instruments and other documents as the Purchaser may reasonably
request in order to implement the transactions contemplated by this Agreement.
7.5. Expenses. Each of the Parties shall bear their respective expenses incurred or
to be incurred in connection with the execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby.
7.6. No Assignment; No Third Party Beneficiaries. The rights and obligations of the
Seller under this Agreement may not be assigned without the prior written consent of the Purchaser.
The Purchaser may, without the consent of the Seller, assign its rights and obligations under this
Agreement. This Agreement shall be binding upon and inure to the benefit of the Parties and their
respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed
to create any third party beneficiary rights in any Person not a Party hereto.
7.7. Headings. The headings contained in this Agreement are included for purposes of
convenience only, and do not affect the meaning or interpretation of this Agreement.
7.8. Integration, Modification and Waiver. This Agreement constitutes the entire
agreement among the Parties with respect to the subject matter hereof and supersedes all prior
understandings of the Parties with respect to such subject matter. No supplement, modification or
amendment of this Agreement will be binding unless executed in writing by the Parties. No waiver
of any of the provisions of this Agreement will be deemed to be or will constitute a continuing
waiver. No waiver will be binding unless executed in writing by the Party making the waiver.
7.9. Construction. The Parties have participated jointly in the negotiation and
drafting of this Agreement. In the event an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption
or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any
of the provisions of this Agreement. Any reference to any federal, state, local or foreign statute
or Law will be deemed also to refer to all rules and regulations promulgated thereunder, unless the
context requires otherwise. The word “including” shall mean including without limitation. Any
reference to the singular in this Agreement shall also include the plural and vice versa. This
Agreement has been drafted, negotiated and executed in the English language. If this Agreement is
translated into another language, the English language text shall govern and prevail for all
purposes.
7.10. Severability. If any provision of this Agreement or the application of any
provision of this Agreement to any Party or circumstance is, to any extent, adjudged invalid or
unenforceable, the application of the remainder of such provision to such Party or circumstance,
the application of such provision to other Parties or circumstances, and the application of the
remainder of this Agreement will not be affected thereby.
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7.11. Notices. All notices and other communications required or permitted under this
Agreement must be in writing and will be deemed to have been duly given (a) when delivered in
person, (b) when dispatched by electronic facsimile transfer (if confirmed in writing by mail
simultaneously dispatched), (c) one business day after having been dispatched by a nationally
recognized overnight courier service or (d) five business days after being sent by registered or
certified mail, return receipt requested, postage prepaid, to the appropriate Party at the address
or facsimile number specified below:
If to the Seller:
Treibacher Industrie XX
Xxxx-xxx-Xxxxxxxx-Xxxxxxx 0
0000 Xxxxxxxx, Xxxxxxx
Attention: Xx. Xxxxxxxxx Xxxxxxx (Member of the Board)
Fax No.: 0000 0000 0000
Xxxx-xxx-Xxxxxxxx-Xxxxxxx 0
0000 Xxxxxxxx, Xxxxxxx
Attention: Xx. Xxxxxxxxx Xxxxxxx (Member of the Board)
Fax No.: 0000 0000 0000
with a copy (which will not constitute notice) to:
WT Tautschnig Rechtsanwaltsgesellschaft mbH
Xxxxxxxxx Xxxxxxx 0X/0
0000 Xxxxxxxxxx, Xxxxxxx
Attention: Xx. Xxxxxxxx Tautschnig
Fax No.: 0000 000 00 0000
Xxxxxxxxx Xxxxxxx 0X/0
0000 Xxxxxxxxxx, Xxxxxxx
Attention: Xx. Xxxxxxxx Tautschnig
Fax No.: 0000 000 00 0000
If to the Purchaser:
Molycorp Minerals, LLC
0000 Xxxxxx Xxxx Xxxxxx Xxxx, Xxxxx 0000
Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxx X. Xxxxxxx, Xx., Executive Vice President and General Counsel
Fax No.: (000) 000-0000
0000 Xxxxxx Xxxx Xxxxxx Xxxx, Xxxxx 0000
Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxx X. Xxxxxxx, Xx., Executive Vice President and General Counsel
Fax No.: (000) 000-0000
with a copy (which will not constitute notice) to:
Xxxxx Day
000 Xxxx X. XxXxxxxxx Xxxx., Xxxxx 000
Xxxxxxxx, Xxxx 00000
Attention: Xxxxxxx X. Xxxxx, Esq.
Fax No.: (000) 000-0000
000 Xxxx X. XxXxxxxxx Xxxx., Xxxxx 000
Xxxxxxxx, Xxxx 00000
Attention: Xxxxxxx X. Xxxxx, Esq.
Fax No.: (000) 000-0000
7.12. Governing Law. This Agreement will be governed by and construed and enforced in
accordance with the laws of the State of New York, USA, without regard to principles of conflicts
of law; provided that, the actual transfer of the Silmet Shares in accordance with
Section 2.1 will be governed by Estonian law.
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7.13. Consent to Arbitration. Unless otherwise required by applicable Law or
otherwise necessary to prevent irreparable harm (including obtaining injunctive relief), any
controversy, claim or dispute arising out of or relating to this Agreement shall be finally and
conclusively settled by arbitration conducted by a panel of three arbitrators, each engaged in the
practice of business law, to be held in Stockholm, Sweden, in accordance with the then current
Rules of Arbitration of the International Chamber of Commerce (the “ICC”); provided
that, no Party shall initiate any arbitration until the Chief Executive Officers (or
equivalent) of each Party have met and discussed resolution of such dispute. Subject to the
foregoing, a Party seeking to arbitrate a controversy, claim or dispute shall send a written notice
to the other Part(ies) hereto and the International Court of Arbitration of the ICC. The
Purchaser, on the one hand, and the Seller, on the other hand, shall each select one arbitrator
within 20 days of the date of such written notice, and the two arbitrators so chosen shall jointly
select a third arbitrator within 15 days of the date the last of such arbitrators is appointed.
The International Court of Arbitration of the ICC shall administer the arbitration and act as an
appointing authority if any of the arbitrators fails to be
selected in accordance with the foregoing. In the event of any conflict between the Rules of
Arbitration of the ICC and this Section 7.13 this Section 7.13 shall govern. The
United Nations Convention on the Recognition and Enforcement of Arbitral Awards (New York
Convention) shall govern the enforcement of the award, and the principles set forth in this
Agreement shall be applied by the arbitrators for both evidence and substantive legal questions
during the arbitration, including the rendering of the award. The arbitrators’ award will be final
and binding and may be entered in any court having jurisdiction thereof. Each Party will bear its
own costs and attorneys’ fees and shall share the fees and expenses of the arbitrators in the
manner determined by the arbitrators. Any Party may seek injunctive relief in an appropriate court
of law or equity pending an award in arbitration to prevent irreparable harm in the interim.
7.14. Dividends. The Parties agree that the Seller will be entitled to receive any
dividends or distributions on the Silmet Shares that are paid by the Company with respect to its
net profits for the fiscal year 2010, and that the Seller will be entitled to receive its pro rata
share of any such dividends or distributions on the Silmet Shares that are paid by the Company with
respect to its net profits for the fiscal year 2011. Any such dividends and distributions will be
paid to the Seller when they are paid by the Company to any of its other stockholders.
7.15. Signatures. This Agreement may be executed in two or more counterparts, each of
which will be deemed an original, but all of which together will constitute one and the same
instrument. Delivery of an executed signature page to this Agreement by facsimile or electronic
transmission will be effective as delivery of a manually executed counterpart to this Agreement.
[this space left blank intentionally — signature page follows]
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first
written above.
| The Purchaser: MOLYCORP MINERALS, LLC |
||||
| By: | /s/ Xxxx X. Xxxxx | |||
| Name: | Xxxx X. Xxxxx | |||
| Title: | Chief Executive Officer | |||
| The Seller: TREIBACHER INDUSTRIE AG |
||||
| By: | /s/ Xxxxxxxxx Xxxxxxx | |||
| Name: | Xxxxxxxxx Xxxxxxx | |||
| Title: | Member of the Management Board | |||
Signature Page to Stock Purchase Agreement
