Molycorp, Inc. : Molycorp Announces Proposed Offerings of Common Stock and Convertible Senior Notes

  Molycorp, Inc. : Molycorp Announces Proposed Offerings of Common Stock and
                           Convertible Senior Notes

Molycorp LogoGREENWOOD VILLAGE, Colo.(Jan. 23, 2013) - Molycorp, Inc. (NYSE:
MCP) ("Molycorp" or the "Company") today announced that it intends to offer
and sell, subject to market and other conditions, $200 million of its common
stock (the "Common Stock") (or up to an aggregate of $230 million of Common
Stock if the underwriters of such offering exercise their option to purchase
additional shares of Common Stock in full) (the "Primary Shares Offering") and
$100 million aggregate principal amount (or up to an aggregate of $115 million
aggregate principal amount if the underwriters of such offering exercise their
over-allotment option in full) of its Convertible Senior Notes due 2018 (the
"Notes") (the "Notes Offering") in separate registered public offerings.

The Company intends to use the net proceeds received from the Primary Shares
Offering and the Notes Offering to fund current capital needs for capital
expenditures and other cash requirements for 2013, including, without
limitation, capital expenditures at its Mountain Pass facility.

Concurrently with the Primary Shares Offering and the Notes Offering, the
Company intends to lend to Morgan Stanley Capital Services LLC ("MSCS"), an
affiliate of Morgan Stanley & Co. LLC ("Morgan Stanley"), under a share
lending agreement it expects to enter into with MSCS, up to $40 million of
Common Stock (the "Borrowed Shares"), which Borrowed Shares the Company
intends to offer through Morgan Stanley (the "Borrowed Shares Offering") in a
registered public offering. The Company is entering 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.

The Borrowed Shares Offering is contingent upon the successful completion of
the Notes Offering, and the Notes Offering is contingent upon the successful
completion of the Borrowed Shares Offering. However, the Primary Shares
Offering is not contingent upon the successful completion of either the Notes
Offering or the Borrowed Shares Offering, and the Notes Offering and the
Borrowed Shares Offering are not contingent upon the successful completion of
the Primary Shares Offering.

Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and Goldman, Sachs & Co.
will act as joint bookrunners for the Primary Shares Offering, Morgan Stanley
& Co. LLC and J.P. Morgan Securities LLC will act as joint bookrunners for the
Notes Offering and Morgan Stanley & Co. LLC will act as sole bookrunner for
the Borrowed Shares Offering.

Each of the Primary Shares Offering, the Notes Offering and the Borrowed
Shares Offering may be made only by means of a prospectus supplement and an
accompanying prospectus. When available, copies of the preliminary prospectus
supplement and the accompanying prospectus relating to the Primary 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), from J.P. Morgan Securities LLC c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York
11717, telephone: 1-866-803-9204 or from Goldman, Sachs & Co., Attention:
Prospectus Department, 200 West Street, New York, NY 10282, telephone:
1-866-471-2526, or email: prospectus-ny@ny.email.gs.com; when available,
copies of the preliminary 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 from J.P.
Morgan Securities LLC c/o Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, New York 11717, telephone: 1-866-803-9204; and, when
available, copies of the preliminary prospectus supplement and the
accompanying prospectus relating to 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 Common Stock, the Notes or any other securities, nor
will there be any sale of the Common Stock, the Notes or any other securities
in any state or jurisdiction in which such an offer, solicitation or sale is
not permitted. A registration statement relating to these securities has been
filed with the Securities and Exchange Commission and is effective.

Cautionary Note Regarding Forward-Looking Statements

This news release includes "forward-looking statements" within the meaning of
the securities laws. The statements in this news release regarding Molycorp's
current expectations and beliefs as to the consummation of the Primary Shares
Offering, the Notes Offering and the Borrowed Shares Offering, as well as
other statements that are not historical facts, are forward-looking
statements. Forward-looking statements are estimates and projections
reflecting management's judgment based on currently available information and
involve a number of risks and uncertainties that could cause actual results to
differ materially from those suggested by the forward-looking statements. All
information set forth in this release is as of January 23, 2013. Molycorp does
not intend, and undertakes no duty, to update this information to reflect
future events or circumstances. Risk factors and uncertainties that may cause
actual results to differ materially from expected results include, among
others, our ability to successfully complete the proposed Primary Shares
Offering, Notes Offering and Borrowed Shares Offering. Information about
certain other potential factors that could affect our business and financial
results and cause actual results to differ materially from those expressed or
implied in any forward-looking statements are included from time to time in
our filings with the Securities and Exchange Commission, including Part I,
Item 1A "Risk Factors" of our Annual Report on Form 10-K for the year ended
December 31, 2011 and Part II, Item 1A "Risk Factors" of our Quarterly Report
on Form 10-Q for the quarter ended June 30, 2012.

Molycorp has filed a registration statement (including a prospectus) with the
SEC for the offerings to which this communication relates. Before you invest,
you should read the prospectus in that registration statement and other
documents Molycorp has filed with the SEC for more complete information about
Molycorp and these offerings. You may obtain these documents for free by
visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer,
any underwriter or any dealer participating in the offerings will arrange to
send you the prospectus for each offering if you request it by calling Morgan
Stanley & Co. LLC at 1-866-718-1649 (with respect to the Primary Shares
Offering, the Notes Offering and the Borrowed Shares Offering) or J.P. Morgan
Securities LLC at 1-866-803-9204 (with respect to the Primary Shares Offering
and the Notes Offering) or Goldman, Sachs & Co. at 1-866-471-2526 (with
respect to the Primary Shares Offering).

Source: Molycorp, Inc.

                                    # # #

For More Information:

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

or

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

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Source: Molycorp, Inc. via Thomson Reuters ONE
HUG#1672356
 
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