##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal
    year ended December 31, 2010oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period from
    to   Commission file number
    001-34827
  Molycorp, Inc.
 (Exact name of registrant as
    specified in its charter)
  Delaware(State or other jurisdiction
    of
    incorporation or organization)

27-2301797(I.R.S. Employer
    Identification No.)5619 Denver Tech Center Parkway, Suite 1000
    Greenwood Village, Colorado(Address of principal
    executive offices)

80111(Zip Code)   (303) 843-8040
 (Registrants telephone
    number, including area code)
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, par value $0.001 per share

New York Stock ExchangeSeries A Mandatory Convertible Preferred Stock,
    par value $0.001 per share

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act: None.
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  12b-2
  Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer þ
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




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##### 





TABLE OF
    CONTENTS
   
 PART IITEM 1.


BUSINESS


1ITEM 1A.


RISK FACTORS


18ITEM 1B.


UNRESOLVED STAFF COMMENTS


33ITEM 2.


PROPERTIES


34ITEM 3.


LEGAL PROCEEDINGS


43ITEM 4.


[REMOVED AND RESERVED.]


43PART IIITEM 5.


MARKET FOR REGISTRANTS COMMON EQUITY,
    RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
    SECURITIES


43ITEM 6.


SELECTED FINANCIAL DATA


44ITEM 7.


MANAGEMENTS DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS


46ITEM 7A.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


63ITEM 8.


FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


64ITEM 9.


CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
    ACCOUNTING AND FINANCIAL DISCLOSURE


86ITEM 9A.


CONTROLS AND PROCEDURES


86ITEM 9B.


OTHER INFORMATION


86PART IIIITEM 10.


DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
    GOVERNANCE


87ITEM 11.


EXECUTIVE COMPENSATION


88ITEM 12.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
    AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


88ITEM 13.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
    AND DIRECTOR INDEPENDENCE


88ITEM 14.


PRINCIPAL ACCOUNTANT FEES AND SERVICES


88PART IVITEM 15.


EXHIBITS AND FINANCIAL STATEMENT
    SCHEDULES


88GLOSSARY OF SELECTED MINING TERMS


93EX-10.27EX-23.1EX-23.2EX-24.1EX-31.1EX-31.2EX-32.1   i




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PART I  In this Annual Report on
    Form 10-K,
    unless the context requires otherwise, references to
    Molycorp, we, our or
    us refer to Molycorp, LLC and its consolidated
    subsidiaries prior to the corporate reorganization (as described
    below) and Molycorp, Inc. and its consolidated subsidiaries
    after the corporate reorganization. As used in this Annual
    Report on
    Form 10-K,
    the term ton means a ton (equal to
    2,000 pounds), the term mt means a metric tonne
    (equal to 2,205 pounds), the term Roskill means
    Roskill Consulting Group Limited, a rare-earth market
    consultant, the term IMCOA means the Industrial
    Minerals Company of Australia Pty Ltd, a rare-earth market
    consultant, and the term Rest of World means the
    entire world except China. For definitions of certain rare
    earth-related and mining terms, see Glossary of Selected
    Mining Terms. IMCOA data is accurate to within 20% of the
    stated amounts. IMCOA data takes into account only legal exports
    of rare earths, and ignores illegal exports from China and usage
    thereof, which could be significant due to the difficulties with
    accurately collecting information with respect thereto.
  ITEM 1.
    BUSINESS.  Our
    Business
  mine-to-magnets
   Our
    Corporate History and Structure     1




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Rare
    Earth Industry Overview  The
    Rare Earth Elements
    
  Global
    Rare Earth Market
    
    Clean-Energy Technologies:  hybrid and
    electric vehicles, wind power turbines and compact fluorescent
    lighting;
    High-Technology Applications:  miniaturization
    of cell phones, personal digital assistant devices, digital
    music players, hard disk drives used in computers, computing
    devices, ear bud speakers and microphones, as well
    as fiber optics, lasers and optical temperature sensors;
    Critical Defense Applications:  guidance and
    control systems, communications, global positioning systems,
    radar and sonar; and
    Advanced Water Treatment:  industrial,
    military, homeland security and domestic and foreign aid
    applications.  Rechargeable
    Batteries
   2




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Magnets
  power-to-weight No. 111-84).
  Catalysts
      Water
    Treatment
  ® ® ®
 3




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Demand
    for Rare Earth Products
    Global
    demand for rare earths by market (mt of REO): 2008 &
    2015
  
      
    the use of neodymium, praseodymium and dysprosium in
    high-strength NdFeB magnets that are critical to hybrid and
    electric vehicles and the increased construction of wind power
    generation facilities, particularly off-shore installations;
    the use of lanthanum and cerium for NiMH batteries that are
    utilized in hybrid and electric vehicles;
    the use of europium, terbium and yttrium in the production of
    compact fluorescent light bulbs;
    the use of high-strength NdFeB magnets in the miniaturization of
    electronic products;
    the use of lanthanum by refineries processing lower quality
    crude oil that consumes greater quantities of fluid cracking
    catalysts;
    the increased use of REEs in the drive to improve energy
    efficiency and reduce greenhouse gas, or GHGs, by the United
    States and the European Union;
    the use of cerium in advanced water filtration
    applications; and
    continued research and commercialization of new applications for
    rare earths products.   4




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Supply
    for Rare Earth Products
          
    the Mountain Pass mine is the largest non-Chinese rare earth
    deposit in the world;
    other U.S. rare earth deposits exist, but these deposits
    are still in early exploratory stages of development;
    officials emphasized the significance of the widespread use of
    commercial-off-the-shelf products in defense systems that
    include rare earth materials, such as computer hard drives;
    heavy REEs, such as dysprosium, which provide much of the
    heat-resistant qualities of permanent magnets used in many
    industry and defense applications, are considered to be
    important;
    government and industry officials told the U.S. GAO that
    where rare earth materials are used in defense systems, the
    materials are responsible for the functionality of the component
    and would be difficult to replace without losing performance; 5




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
    a 2009 National Defense Stockpile configuration report
    identified lanthanum, cerium, europium and gadolinium as having
    already caused some kind of weapon system production delay and
    recommended further study to determine the severity of the
    delays; and
    defense systems will likely continue to depend on rare earth
    materials, based on their life cycles and lack of effective
    substitutes.    
     (1)
    
    Does not reflect our potential to increase production to 40,000
    mt of REO per year following the completion of our capacity
    expansion plan, but instead reflects our production of 19,050 mt
    of REO per year beginning in 2013.        
    REO grade;
    obtaining and maintaining operating and environmental permits; 6




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
    acceptance in the marketplace as a long-term viable alternative
    to Chinese production;
    the amount of recoverable high-value REEs contained in ore (such
    as neodymium, praseodymium, europium and dysprosium);
    reserve life;
    the ability to separate and concentrate rare earth minerals;
    the ability to economically crack rare earth mineral
    concentrates and produce high yields;
    the ability to separate REEs and manufacture finished products;
    natural radioactive material content of the ore and the ability
    to responsibly and economically manage radioactive waste;
    the cost of bringing the property into production; and
    access to critical infrastructure, including electricity, fuel
    and transportation.  Our Mine
    Process and Development Plans
    Mine-to-Oxides
  scale-up
   7




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Oxides-To-Metals/Alloys
     8




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Alloy
    and Magnet Production Joint Ventures
  mine-to-magnets
  Rare
    earth
    mine-to-magnets
    production supply chain
  
  Customers
      Year

YearEnded

EndedDecember 31, 2010

December 31, 2009Mitsubishi Unimetals USA


24
%


0
%W.R. Grace & Co.  Conn.


21
%


27
%Chuden Rare Earth Co. Ltd.


15
%


0
%Shin-Etsu Chemical Co.


12
%


0
%Corning Inc.


10
%


4
%3M Company


7
%


5
%Albemarle Corporation


0
%


55
%    9




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® ® ® ®
    Sources
    and Availability of Raw Materials
       10




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Competition
      Patents,
    Trademarks and Licenses
  ®
  Research
    and Development
    Employees
   11




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Environmental,
    Health and Safety Matters
      Permits
    and Approvals
  state-of-the-art
 12




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Mine
    Health and Safety Laws
  across-the-board
      Year EndedDecember 31,2006

2007

2008

2009

2010Molycorp Operations


0



0



1.01



0.86



1.33MSHA Rates for Operators


2.79



3.73



3.48



2.95



2.83    13




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Workers
    Compensation
    Surface
    Mining Control and Reclamation
    30-year
    Water
    Usage and Pollution Control
      Air
    Pollution Control
   14




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cap-and-trade cap-and-trade
    Hazardous
    and Radioactive Substances and Wastes
     15




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Endangered
    Species Act
    Use of
    Explosives
  and/or
  Other
    Environmental Laws
  Right-to-Know
  Executive
    Officers of the Registrant
    Name

Age

PositionMark A. Smith


51


President, Chief Executive Officer and DirectorJames S. Allen


44


Chief Financial Officer and TreasurerJohn L. Burba, PhD


59


Executive Vice President and Chief Technology OfficerJohn F. Ashburn, Jr.


56


Executive Vice President and General CounselKsenia A. Adams


29


Corporate ControllerDouglas J. Jackson


50


Vice President, Business DevelopmentJohn K. Bassett


61


Vice President, Operations   Mark A. Smith
 16




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James S. Allen
  John L. Burba PhD
  John F. Ashburn, Jr.
  Ksenia A. Adams
  Douglas J. Jackson
  John K. Bassett
 17




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ITEM 1A.
    RISK
    FACTORS.  Form 10-K
  Risks
    Related to Our Business
  The
    production of rare earth products is a capital-intensive
    business and our ongoing modernization and expansion efforts at
    the Mountain Pass facility to reach initial planned production
    rates by the end of 2012 and to expand our capacity to produce
    up to approximately 40,000 mt of REO per year by the end of 2013
    will require the commitment of substantial resources. Any
    unanticipated costs or delays associated with our ongoing
    modernization and expansion efforts at the Mountain Pass
    facility could have a material adverse effect on our financial
    condition or results of operations.
    
    the replacement of a significant portion of the existing
    process, plant and equipment that consists of aging or outdated
    facilities and equipment, retooling and development and the
    preparation of the mine pit for renewed production of ore;
    maintaining required federal, state and local permits;
    the results of consultants analysis and recommendations;
    negotiating contracts for equipment, earthwork, construction,
    equipment installation, labor and completing infrastructure and
    construction work;
    negotiating sales and off-take contracts for our planned
    production;
    the execution of any joint venture agreements or similar
    arrangements with strategic partners; and
    other factors, many of which are beyond our control.    The
    actual amount of capital required for the expansion and
    modernization of the Mountain Pass facility may vary materially
    from our current estimates, in which case we would need to raise
    additional funds, which may delay completion and have a material
    adverse effect on our business and financial
    condition.
   18




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There
    is no assurance that we will be able to successfully implement
    our capacity expansion plan within our current timetable, that
    the actual costs of the capacity expansion will not exceed our
    current estimated costs or that we will be able to secure
    off-take agreements for the incremental production capacity, and
    we cannot provide any assurance as to the actual operating costs
    once we have completed the capacity expansion.
        We may
    be unsuccessful in raising the necessary capital to execute our
    current business plan.
   19




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and/or
  and/or
  Our
    growth depends on the modernization and expansion of our
    Mountain Pass facility, which is our only rare earth mining,
    manufacturing and processing facility.
    We may
    not successfully establish or maintain collaborative, joint
    venture and licensing arrangements, or establish new ones, which
    could adversely affect our ability to develop and commercialize
    our rare earth products.
  mine-to-magnets
 20




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We may
    not be able to convert existing letters of intent with customers
    for the sale of REO products into binding contracts, or meet the
    conditions necessary for customers to commence purchasing under
    existing contracts, which may have a material adverse effect on
    our financial position and results of operations.
    We
    have limited commercial production and revenues and there can be
    no assurance that we will successfully reach full planned
    production rates for REOs and other planned downstream products
    at the Mountain Pass facility or other facilities and obtain
    profitability.
   21




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We
    rely on a limited number of customers for a significant portion
    of our revenue, and the loss of significant customers, or
    significant changes in prices or other terms with significant
    customers, prior to the completion of the restart of our mining
    operations and modernization and expansion of the Mountain Pass
    facility, could have a material adverse effect on our business,
    results of operations and financial condition.
    Year Ended

Year EndedDecember 31, 2010

December 31, 2009Mitsubishi Unimetals USA


24
%


0
%W.R. Grace & Co.  Conn


21
%


27
%Chuden Rare Earth Co. Ltd.


15
%


0
%Shin-Etsu Chemical Co.


12
%


0
%Corning Inc.


10
%


4
%3M Company


7
%


5
%Albemarle Corporation


0
%


55
%     We may
    be adversely affected by fluctuations in demand for, and prices
    of, rare earth products.
         22




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Conditions
    in the rare earth industry have been, and may continue to be,
    extremely volatile, which could have a material impact on our
    company.
    If we
    finance the necessary capital to execute our current business
    plan through a securities offering or debt financing, you may
    experience dilution in the event of an equity financing, or we
    may be highly leveraged in the event of a debt
    financing.
    Our
    business will be adversely affected if we do not successfully
    implement new processing technologies and
    capabilities.
    We
    operate in a highly competitive industry.
   23




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The
    success of our business will depend, in part, on the
    establishment of new uses and markets for rare earth
    products.
    An
    increase in the global supply of rare earth products, dumping
    and predatory pricing by our competitors may materially
    adversely affect our profitability.
    We may
    not be able to adequately protect our intellectual property
    rights. If we fail to adequately enforce or defend our
    intellectual property rights, our business may be
    harmed.
  ®
   24




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We may
    not be able to obtain additional patents and the legal
    protection afforded by any additional patents may not adequately
    protect our rights or permit us to gain or keep any competitive
    advantage.
    If we
    infringe, or are accused of infringing, the intellectual
    property rights of third parties, it may increase our costs or
    prevent us from being able to sell our existing products or
    commercialize new products.
      
    be prohibited from, or delayed in, selling or licensing some of
    our products or using some of our processes unless the patent
    holder licenses the patent to us, which it is not required to do;
    be required to pay substantial royalties or grant a cross
    license to our patents to another patent holder; or
    be required to redesign a product or process so it does not
    infringe a third partys patent, which may not be possible
    or could require substantial funds and time.      Power
    shortages at the Mountain Pass facility may temporarily delay
    mining and processing operations and increase costs, which may
    materially adversely impact our business.
   25




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Increasing
    costs or limited access to raw materials may adversely affect
    our profitability.
    Fluctuations
    in transportation costs or disruptions in transportation
    services could increase competition or impair our ability to
    supply rare earth minerals or products to our customers, which
    could adversely affect our results of operations.
    We
    must process REOs to exacting specifications in order to provide
    customers with a consistently high quality product. An inability
    to perfect the mineral extraction process to meet individual
    customer specifications may have a material adverse effect on
    our financial condition or results of operations.
    Diminished
    access to water may adversely affect our
    operations.
   26




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Inaccuracies
    in our estimates of REO reserves and resource deposits could
    result in lower than expected revenues and higher than expected
    costs.
    
    geological and mining conditions
    and/or
    effects from prior mining that may not be fully identified by
    available data or that may differ from experience;
    assumptions concerning future prices of rare earth products,
    operating costs, mining technology improvements, development
    costs and reclamation costs; and
    assumptions concerning future effects of regulation, including
    the issuance of required permits and taxes by governmental
    agencies.    Period-to-period
  Work
    stoppages or similar difficulties could significantly disrupt
    our operations, reduce our revenues and materially adversely
    affect our results of operations.
    A
    shortage of skilled technicians and engineers may further
    increase operating costs, which may materially adversely affect
    our results of operations.
    We
    depend on key personnel for the success of our
    business.
   27




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Because
    of the dangers involved in the mining of minerals and the
    manufacture of mineral products, there is a risk that we may
    incur liability or damages as we conduct our
    business.
    
    unusual and unexpected rock formations affecting ore or wall
    rock characteristics;
    ground or slope failures;
    environmental hazards;
    industrial accidents;
    processing problems;
    periodic interruptions due to inclement or hazardous weather
    conditions or other acts of God; and
    mechanical equipment failure and facility performance problems.    Risks
    Related to Environmental Regulation
  Our
    operations are subject to extensive and costly environmental
    requirements; and current and future laws, regulations and
    permits will impose significant costs, liabilities or
    obligations or could limit or prevent our ability to continue
    our current operations or to undertake new
    operations.
   28




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cap-and-trade
    We are
    subject to the Federal Mine Safety and Health Act of 1977 and
    the California Occupational Safety and Health Program, and
    regulations adopted pursuant thereto, which impose stringent
    health and safety standards on numerous aspects of our
    operations.
    Our
    operations may affect the environment or cause exposure to
    hazardous substances, any of which could result in material
    costs, obligations or liabilities.
   29




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We may
    be unable to obtain, maintain or renew permits necessary for the
    development or operation of the Mountain Pass facility, which
    could have a material adverse effect on our business, results of
    operations and financial condition.
    Our
    inability to acquire, maintain or renew financial assurances
    related to the reclamation and restoration of mining property
    could have a material adverse effect on our business and results
    of operations.
    
    the lack of availability, higher expense or unreasonable terms
    of such financial assurances;
    the ability of current and future financial assurance
    counterparties to increase required collateral; and
    the exercise by third-party financial assurance counterparties
    of any rights to refuse to renew the financial assurance
    instruments.    If the
    assumptions underlying our reclamation plan and mine closure
    obligations are inaccurate, we could be required to expend
    materially greater amounts than anticipated to reclaim mined
    property, which could materially and adversely affect our
    business, results of operations and financial
    condition.
   30




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Risks
    Related to Ownership of Our Common Stock
  A
    trading market that will provide our stockholders with adequate
    liquidity may not be sustained. Our common stock has only been
    publicly traded since July 2010, and the price of our common
    stock may fluctuate significantly. Accordingly, stockholders
    could lose all or part of their investment.
      
    the extremely volatile rare earth industry;
    our quarterly or annual earnings or those of other companies in
    our industry;
    loss of a large customer;
    changes in accounting standards, policies, guidance,
    interpretations or principles;
    general economic conditions;
    the failure of securities analysts to cover our stock or changes
    in financial estimates by analysts;
    future sales of our common stock; and
    other factors described in this Risk Factors section.    We do
    not intend to pay dividends on our common stock in the
    foreseeable future.
    Our
    ability to use our net operating loss carryforwards may be
    subject to limitations due to significant changes in the
    ownership of our common stock.
   31




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Anti-takeover
    provisions contained in our certificate of incorporation and
    bylaws after the corporate reorganization, as well as provisions
    of Delaware law, could impair a takeover attempt.
    2 3
    Our
    board of directors can issue, without stockholder approval,
    preferred stock with voting and conversion rights that could
    adversely affect the voting power of the holders of common
    stock.
    We
    identified a material weakness in our internal control over
    financial reporting which, if not satisfactorily remediated,
    could result in material misstatements in our consolidated
    financial statements in future periods.
     32




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We
    will be required by Section 404 of the Sarbanes-Oxley Act
    to evaluate the effectiveness of our internal controls. If we
    are unable to achieve and maintain effective internal controls,
    particularly in a period of anticipated rapid growth, our
    operating results and financial condition could be
    harmed.
      Rule 12b-2
  ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS.   33




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ITEM 2.
    PROPERTIES.  The
    Mountain Pass Facility
    
   34




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on-site
   35




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mine-to-magnets
 36




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37




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EstimatedPercentage ofElement

Bastnasite OreCerium


48.8
%Lanthanum


34.0
%Neodymium


11.7
%Praseodymium


4.2
%Samarium


0.79
%Gadolinium


0.21
%Europium


0.13
%Dysprosium


0.05
%Other REE (including Terbium)


0.12
%  38




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Rare
    Earth Reserves and Non-Reserve Deposits
    SEC
    Guidelines
      
    proven reserves are reserves for which:  
    quantity is computed from dimensions revealed in outcrops,
    trenches, workings or drill holes; grade
    and/or
    quality are computed from the results of detailed
    sampling; and
    the sites for inspection sampling and measurement are spaced so
    closely and the geologic character is so well defined that size,
    shape, depth and mineral content of reserves are
    well-established.  
    probable reserves are reserves for which quantity
    and grade
    and/or
    quality are computed from information similar to that used for
    proven reserves, but the sites for inspection, sampling, and
    measurement are farther apart or are otherwise less adequately
    spaced. The degree of assurance, although lower than that for
    proven reserves, is high enough to assume continuity between
    points of observation.  Methodology
  on-site on-site
  Proven Reserves.
  Probable Reserves.
 39




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Results
      Average OreCategory of Reserves

Grade (%)

Ore

Contained REO(Millions of Tons)

(Millions of Pounds)Proven


9.38%



0.480



88Probable


8.20%



13.108



2,122     
    assumed we have a 100% working interest in the Mountain Pass
    facility;
    assumed full mining recovery;
    assumed that mine reserves are fully diluted;
    assumed a historic cut-off grade of 5.0% REO within the pit
    design;
    assumed a metallurgical recovery factor of 65% for the mill
    facility and 93% for the extraction and separation facilities;
    used the 1997 surface topography for volume control of reserves;
    used the historic three-year average commodity prices set forth
    in table below; and
    rounded values to the nearest significant number. 40




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Rare Earth Products

Price(1)(US$/kg)Non-Metal ProductsLanthanum oxide

$
6.60Cerium oxide for glass applications


4.09Cerium oxide for water filters


13.20XSORBX®


9.90Europium oxide


473.00Metal ProductsLanthanum


13.20Praseodymium


37.99Neodymium


37.99Metal AlloysNdFeB


35.20Samarium cobalt


50.60     (1)
    
    Prices for certain rare earth products have increased from those
    used by SRK Consulting in its engineering study. The prices set
    forth in the following table, are primarily based on information
    from Metal-Pages and alloy pricing formulas as of
    January 27, 2011.  Product

January 27, 2011 Price(US$/kg)Lanthanum Oxide

$
62.00Cerium Oxide (Glass Products)


67.00Europium Oxide


630.00Lanthanum Metal


65.50Neodymium/Praseodymium Metal


137.50Nd-Iron-Boron Alloy


84.37
(1)Samarium Cobalt Alloy


69.36
(1)     (1)
    
    Molycorp market price estimates     41




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
    geological and mining conditions
    and/or
    effects from prior mining that may not be fully identified by
    available data or that may differ from experience;
    assumptions concerning future prices of rare earth products,
    operating costs, mining technology improvements, development
    costs and reclamation costs; and
    assumptions concerning future effects of regulation, including
    the issuance of required permits and taxes by governmental
    agencies.    Engineering
    Study
        
    We conducted additional drilling and exploration work between
    December 2009 and April 2010 with a primary focus on in-fill
    drilling and a secondary focus on condemnation. We plan to
    conduct additional drilling and exploration work in 2011.
    As disclosed in our quarterly report on
    Form 10-Q
    for the quarterly period ended September 30, 2010, we will
    construct a new mill rather than refurbish the existing mill
    prior to the start of full-scale production. With this change,
    SRK Consulting revised the mine plan to reflect improved access
    to ore in the southwest and south portion of the open pit.
    Fundamental production criteria remained unchanged (e.g., 5.0%
    REO cut-off grade, 19,050 mt REO per year, and overall recovery
    of 60%); therefore, there is no material change in the mine
    production schedule. However, the pit layouts over time shown in
    the original engineering study (e.g., Figures 6.2 through 6.7)
    will not match the current pit layouts.
    We changed the location of the extraction and separations
    facilities, as well as related infrastructure, from the
    northwest portion of our property to immediately southeast of
    the existing process facilities. 42




---



##### Table of Contents




    Updated project capital costs are within 10% of the estimated
    capital costs in the original engineering study.
    Project planning during the development phase will be performed
    by us and Eichleay Engineers of California, a consulting firm
    specializing in project delivery.        Corporate
    Headquarters
    ITEM 3.
    LEGAL
    PROCEEDINGS.    ITEM 4.
    [REMOVED
    AND RESERVED.] PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES.  Common
    Stock Price Range
    Low


HighYear ended December 31, 2010Fourth Quarter

$
26.76


$
51.99Third Quarter (from July 29, 2010)

$
12.34


$
29.08  43




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA.              44




---



##### Table of Contents



Total fromYear Ended


June 12, 2008


June 12, 2008December 31,


December 31,


(Inception) through


(Inception) throughStatement of Operations Data

2010


2009


December 31, 2008


December 31, 2010(In thousands, except share and per share data)Net sales

$
35,157


$
7,093


$
2,137


$
44,387Cost of goods sold(1)


(35,902
)


(21,785
)


(13,027
)


(70,714
)Selling, general and administrative expense


(18,774
)


(12,444
)


(2,829
)


(34,047
)Stock-based compensation


(28,739
)


(241
)


(150
)


(29,130
)Depreciation and amortization expense


(319
)


(191
)


(19
)


(529
)Accretion expense


(912
)


(1,006
)


(250
)


(2,168
)Operating loss


(49,489
)


(28,574
)


(14,138
)


(92,201
)Net loss

$
(49,085
)

$
(28,587
)

$
(14,074
)

$
(91,746
)Weighted average shares outstanding (Common shares)(2)Basic


62,332,054



39,526,568



38,829,225



48,306,760Diluted


62,332,054



39,526,568



38,829,225



48,306,760Loss per share of common stock(2):Basic

$
(0.79
)

$
(0.72
)

$
(0.36
)

$
(1.90
)Diluted

$
(0.79
)

$
(0.72
)

$
(0.36
)

$
(1.90
)   December 31,


December 31,Balance Sheet Data

2010


2009(In thousands)Cash and cash equivalents

$
316,430


$
6,929Total current assets


355,121



18,520Total assets


481,249



97,666Total non-current liabilities


12,335



13,528Total liabilities


33,047



23,051Members equity






74,615Stockholders equity


448,202



   Year Ended


June 12, 2008


June 12, 2008December 31,


December 31,


(Inception) Through


(Inception) ThroughOther Financial Data

2010


2009


December 31, 2008


December 31, 2010(In thousands)Capital expenditures(3)

$
33,129


$
7,285


$
321


$
40,735     (1)
    
    Cost of goods sold includes write-downs of inventory to
    estimated net realizable value of $2.5 million,
    $9.0 million, $9.5 million and $21.0 million for
    the years ended December 31, 2010 and 2009, for the period
    from June 12, 2008 (Inception) through December 31,
    2008 and cumulatively for the period from June 12, 2008
    (Inception) through December 31, 2010, respectively. Cost
    of goods sold also includes $3.1 million of asset
    impairments.(2)
    
    Weighted average shares outstanding gives retroactive effect to
    the corporate reorganization, the conversion of all of our
    Class A common stock and Class B common stock into
    shares of common stock and the consummation of our initial
    public offering, and the 38.23435373-for-one stock split
    completed by Molycorp, Inc. on July 9, 2010 as if such
    events had occurred on June 12, 2008.(3)
    
    Reflected in cash flows from investing activities in our
    consolidated statements of cash flows. 45




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##### Table of Contents



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS.  The following discussion and analysis should be read in
    conjunction with our consolidated financial statements and
    related notes included elsewhere in this Annual Report on
    Form 10-K.
    The following discussion and analysis contains forward-looking
    statements that reflect our plans, estimates and beliefs and
    involves risks and uncertainties. Our actual results could
    differ materially from those discussed in these forward-looking
    statements as a result of various factors, including those
    discussed below, under the headings Risk Factors and
    Special Note Regarding Forward-Looking Statements
    and in other parts of this Annual Report on
    Form 10-K.
  Overview
  Presentation
        Our
    Business
  mine-to-magnets
 46




---



##### Table of Contents




    develop innovative rare earth technologies and products vital to
    green energy, high-tech, defense and industrial applications;
    be commercially sustainable, globally competitive, profitable
    and environmentally superior;
    act as a responsible steward of our rare earth
    resources; and
    use our technology to improve the daily lives of people
    throughout the world.  mine-to-magnets
    Our
    Mine Process and Development Plans
         47




---



##### Table of Contents



and/or
  Our
    Products and Markets
    ®
  Key
    Industry Factors
  Demand
    for Rare Earth Products
     48




---



##### Table of Contents



Supply of
    Rare Earth Products
        Factors
    Affecting Our Results
  Modernization
    and Expansion of Mountain Pass Facility
     49




---



##### Table of Contents



start-up and/or mine-to-magnets
  Revenues
    Year EndedDecember 31,2010

2009Lanthanum products


38%



91%Ceric Hydrate


24%



0%Didymium Oxide


23%



0%      50




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##### Table of Contents



Cost
    of Goods Sold
    on-site,
    Selling,
    General and Administrative Expenses
  mine-to-magnets
  Income
    Taxes
   51




---



##### Table of Contents



Environmental
          and/or
 52




---



##### Table of Contents



Impact
    of Inflation
    Foreign
    Currency Fluctuations
    Results
    of Operations
  Year
    Ended December 31, 2010 Compared to Year Ended
    December 31, 2009
  Year Ended December 31,2010


2009


Change(In thousands)Sales

$
35,157


$
7,093


$
28,064Cost of goods sold


(35,902
)


(21,785
)


(14,117
)Selling, general and administrative expenses


(18,774
)


(12,444
)


(6,330
)Share-based compensation


(28,739
)


(241
)


(28,498
)Depreciation and amortization expense


(319
)


(191
)


(128
)Accretion expense


(912
)


(1,006
)


94Operating loss


(49,489
)


(28,574
)


(20,915
)Other income (expense):Other income


155



181



(26
)Interest (expense) income


249



(194
)


443Net loss

$
(49,085
)

$
(28,587
)

$
(20,498
)   Revenues
   53




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##### Table of Contents



Year EndedDecember 31,2010

2009Lanthanum products


38%



91%Ceric Hydrate


24%



0%Didymium Oxide


23%



0%   ®
  Cost
    of Goods Sold
  start-up
   54




---



##### Table of Contents



Year EndedDecember 31,2010


2009Didymium Oxide


224



524Ceric Hydrate


357



Lanthanum


857



1,579   start-up
            Selling,
    General and Administrative Expenses
  mine-to-magnets
 55




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##### Table of Contents



Share-based
    Compensation
        Operating
    Losses
    Capital
    Expenditures
    Related
    Party Transactions
       56




---



##### Table of Contents



Year
    Ended December 31, 2009 Compared to Period from
    June 12, 2008 (Inception) to December 31,
    2008
    June 12, 2008


June 12, 2008(Inception)


(Inception)Year Ended


Through


ThroughDecember 31, 2009


December 31, 2008


December 31, 2009(In thousands)Sales

$
7,093


$
2,137


$
9,230Cost of goods sold


(21,785
)


(13,027
)


(34,812
)Selling, general and administrative expenses


(12,444
)


(2,829
)


(15,273
)Stock-based compensation


(241
)


(150
)


(391
)Depreciation and amortization expense


(191
)


(19
)


(210
)Accretion expense


(1,006
)


(250
)


(1,256
)Operating loss


(28,574
)


(14,138
)


(42,712
)Other income (expense):Other income (expense):


181



54



235Interest (expense) income


(194
)


10



(184
)Net loss

$
(28,587
)

$
(14,074
)

$
(42,661
)   Revenues
    mine-to-magnets
  Cost
    of Goods Sold
   57




---



##### Table of Contents



Selling,
    General and Administrative Expenses
    Operating
    Losses
    Capital
    Investments
   58




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##### Table of Contents



Liquidity
    and Capital Resources
  and/or
  Contractual
    Obligations
    Payments Due by PeriodLess Than








More ThanContractual Obligations

Total


1 Year


1-3 Years


4-5 Years


5 Years(In thousands)Operating lease obligations(1)

$
1,329


$
266


$
652


$
411


$
Purchase obligations(2)


121,353



65,069



13,761



10,306



32,217Employee bonus obligations(3)


554



554











Asset retirement obligations(4)


21,011



353



6,932



584



13,142Total

$
144,247


$
66,242


$
21,345


$
11,301


$
45,359     (1)
    
    Represents all operating lease payments for office space, land
    and office equipment.(2)
    
    Represents contractual commitments for the purchase of materials
    and services from vendors. Some of the agreements the Company
    entered into with these vendors contain cancellation clauses
    stating the amount 59




---



##### Table of Contents



and timing of termination charges to the Company. In total,
    these charges range from a minimum of $3.1 million to a
    maximum of $17.4 million depending on the timing of
    cancellation.(3)
    
    Represents payments due to employees for awards under our annual
    incentive plan.(4)
    
    Under applicable environmental laws and regulations, we are
    subject to reclamation and remediation obligations resulting
    from our operations. The amounts presented above represent our
    estimated future undiscounted cash flows required to satisfy the
    obligations currently known to us.    Off-Balance
    Sheet Arrangements
  and/or
  Critical
    Accounting Policies and Estimates
  Revenue
    and Costs of Goods Sold
      Reclamation
       60




---



##### Table of Contents



Property,
    Plant and Equipment
    Reserves,
    Mineral Properties and Development Costs
    Inventory
  work-in-process,
       61




---



##### Table of Contents



Asset
    Impairments
  Property Plant and Equipment
    
    significant underperformance relative to expected operating
    results;
    significant changes in the way assets are used;
    underutilization of our tangible assets;
    discontinuance of certain products by us or by our customers;
    a decrease in estimated mineral reserves; and
    significant negative industry or economic trends.  start-up
    Recent
    Accounting Pronouncements
   Special
    Note Regarding Forward-Looking Statements  Form 10-K
 62




---



##### Table of Contents



Form 10-K,
    
    our ability to secure sufficient capital to implement our
    business plans, including our ability to enter into definitive
    agreements with Sumitomo to consummate the $100 million
    issuance of common stock and $30 million debt financing;
    our ability to complete our initial modernization and expansion
    plan, as well as our capacity expansion plan, and reach full
    planned production rates for rare earth oxides and other planned
    downstream products;
    uncertainties associated with our reserve estimates and
    non-reserve deposit information;
    uncertainties regarding global supply and demand for rare earth
    materials;
    our ability to maintain appropriate relations with unions and
    employees;
    our ability to successfully implement our
    mine-to-magnets
    strategy;
    commercial acceptance of our new products, such as
    XSORBX®;
    environmental laws, regulations and permits affecting our
    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
    us; and
    uncertainties associated with unanticipated geological
    conditions related to mining.  Form 10-K
    ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.    Commodity
    Price Risk
   63




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##### Table of Contents



Interest
    Rate Risk
    ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA. 64




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
      
    65




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##### Table of Contents



MOLYCORP,
    INC.
    (A Company in the Development Stage)Consolidated Balance Sheets
  December 31, 2010


December 31, 2009(In thousands, except share amounts)ASSETSCurrent assets:Cash and cash equivalents

$
316,430


$
6,929Trade accounts receivable


16,421



1,221Inventory (Note 4e)


20,511



8,545Prepaid expenses and other


1,759



1,825Total current assets


355,121



18,520Non-current assets:Deposits

$
26,200


$
Property, plant and equipment, net (Note 4f)


93,966



66,352Inventory (Note 4e)


5,212



12,090Intangible asset, net


639



704Investments


111



Total non-current assets


126,128



79,146Total assets

$
481,249


$
97,666LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Trade accounts payable

$
13,009


$
2,886Accrued expenses (Note 4k)


4,225



5,944Short-term borrowing  related party (Note 10)


3,085



Current portion of asset retirement obligation (Note 4l)


393



693Total current liabilities


20,712



9,523Non-current liabilities:Asset retirement obligation (Note 4l)

$
12,078


$
13,509Other non-current liabilities


257



19Total non-current liabilities


12,335



13,528Total liabilities

$
33,047


$
23,051Commitments and contingencies (Note 6)Stockholders equity:Common stock, $0.001 par value; 350,000,000 shares
    authorized at December 31, 2010; 82,291,200 and
    0 shares outstanding at December 31, 2010 and 2009,
    respectively


82



Class A common stock, $0.001 par value; 0 and
    60,000,000 shares authorized at December 31, 2010 and
    2009, respectively; 0 and 44,998,185 shares outstanding at
    December 31, 2010 and 2009, respectively






45Class B common stock, $0.001 par value; 0 and
    4,000,000 shares authorized at December 31, 2010 and
    2009, respectively; 0 and 0 shares outstanding at
    December 31, 2010 and 2009, respectively






Additional paid-in capital


539,866



117,231Deficit accumulated during the development stage


(91,746
)


(42,661
)Total stockholders equity


448,202



74,615Total liabilities and stockholders equity

$
481,249


$
97,666    66




---



##### Table of Contents



MOLYCORP,
    INC.
    (A Company in the Development Stage)Consolidated Statements of Operations
  Total fromYear Ended


June 12, 2008


June 12, 2008December 31,


(Inception) Through


(Inception) Through2010


2009


December 31, 2008


December 31, 2010(In thousands, except share and per share amounts)Sales

$
35,157


$
7,093


$
2,137


$
44,387Operating costs and expenses:Cost of goods sold


(35,902
)


(21,785
)


(13,027
)


(70,714
)Selling, general and administrative


(18,774
)


(12,444
)


(2,829
)


(34,047
)Stock-based compensation


(28,739
)


(241
)


(150
)


(29,130
)Depreciation and amortization


(319
)


(191
)


(19
)


(529
)Accretion expense


(912
)


(1,006
)


(250
)


(2,168
)Operating loss


(49,489
)


(28,574
)


(14,138
)


(92,201
)Other income (expense):Other income (expense)


155



181



54



390Interest income (expense), net of amount capitalized


249



(194
)


10



65Net loss

$
(49,085
)

$
(28,587
)

$
(14,074
)

$
(91,746
)Weighted average shares outstanding (Common shares)(1)Basic


62,332,054



39,526,568



38,829,225



48,306,760Diluted


62,332,054



39,526,568



38,829,225



48,306,760Loss per share of common stock:Basic

$
(0.79
)

$
(0.72
)

$
(0.36
)

$
(1.90
)Diluted

$
(0.79
)

$
(0.72
)

$
(0.36
)

$
(1.90
)     (1)
    
    Weighted average shares outstanding include the retroactive
    treatment of exchange ratios for conversion of Class A
    common shares and Class B common shares to common stock in
    conjunction with the initial public offering.   67




---



##### Table of Contents



MOLYCORP,
    INC.
    (A Company in the Development Stage)Consolidated Statement of Stockholders
    Equity
  DeficitAccumulatedAdditional


During the


TotalClass A Common Stock


Common Stock


Paid-In


Development


StockholdersShares


Amount


Shares


Amount


Capital


Stage


Equity(In thousands, except share amounts)Balance at June 12, 2008 (Inception)





$







$



$



$



$
Issuance of shares


38,762,268



39











91,961







92,000Share based compensation


66,957















150







150Net loss






















(14,074
)


(14,074
)Balance at December 31, 2008


38,829,225


$
39






$



$
92,111


$
(14,074
)

$
78,076Issuance of shares


3,844,858



4











18,000







18,004Conversion of short term borrowings from member plus related
    accrued interest in common shares


2,303,033



2











6,829







6,831Exercise of employee options


21,069















50







50Share based compensation


















241







241Net loss






















(28,587
)


(28,587
)Balance at December 31, 2009


44,998,185


$
45






$



$
117,231


$
(42,661
)

$
74,615Issuance of shares


5,767,670



6











14,994







15,000Exercise of employee options


126,405















300







300Conversion of Class A common stock to common stock in
    conjunction with the initial public offering


(50,892,260
)


(51
)


50,892,260



51











Sale of shares of common stock at $14.00 per share in initial
    public offering, net of underwriting fees and other offering
    costs of $29.2 million










29,128,700



29



378,604







378,633Stock-based compensation expense










2,270,240



2



28,737







28,739Net loss






















(49,085
)


(49,085
)Balance at December 31, 2010





$




82,291,200


$
82


$
539,866


$
(91,746
)

$
448,202    68




---



##### Table of Contents



MOLYCORP,
    INC.
    (A Company in the Development Stage)Consolidated Statements of Cash Flows
  Total fromYear Ended


June 12, 2008


June 12, 2008December 31,


(Inception) through


(Inception) through2010


2009


December 31, 2008


December 31, 2010(In thousands)Cash flows from operating activities:Net loss

$
(49,085
)

$
(28,587
)

$
(14,074
)

$
(91,746
)Adjustments to reconcile net loss to net cash used in operating
    activities:Depreciation and amortization


6,015



3,896



936



10,847Accretion of asset retirement obligation


912



1,006



250



2,168Non-cash inventory write-downs


3,473



9,035



9,509



22,017Non-cash share-based compensation expense


28,739



241



150



29,130Impairment of fixed assets


3,114











3,114(Gain)/loss on sale of assets and settlement of ARO


(59
)


2







(57
)Changes in operating assets and liabilities:Accounts receivable


(15,200
)


125



(1,897
)


(16,972
)Inventory


(8,561
)


(13,557
)


(3,440
)


(25,558
)Prepaid expenses and other


251



360



(1,634
)


(1,023
)Accounts payable


3,797



(254
)


642



4,185Asset retirement obligation


(632
)


(387
)






(1,019
)Accrued expenses


(1,481
)


5,749



2,218



6,486Net cash used in operating activities


(28,717
)


(22,371
)


(7,340
)


(58,428
)Cash flows from investing activities:Acquisition of the Mountain Pass facility










(82,150
)


(82,150
)Proceeds from sale of investment in joint venture






9,700







9,700Deposits


(26,200
)










(26,200
)Capital expenditures


(33,129
)


(7,285
)


(321
)


(40,735
)Investments


(111
)










(111
)Proceeds from sale of assets


9



5







14Net cash used in investing activities


(59,431
)


2,420



(82,471
)


(139,482
)Cash flows provided by financing activities:Capital contributions from original stockholders


15,000



18,004



92,000



125,004Repayments of short-term borrowings  related party
    (Note 10)


(1,107
)










(1,107
)Net proceeds from sale of common stock in conjunction with the
    initial public offering


378,633











378,633Payments of deferred financing costs


(185
)










(185
)Proceeds from exercise of options


300



50







350Proceeds from short-term borrowings  related party
    (Note 10)


5,008



6,637







11,645Net cash provided by financing activities


397,649



24,691



92,000



514,340Net change in cash and cash equivalents


309,501



4,740



2,189



316,430Cash and cash equivalents at beginning of the period


6,929



2,189







Cash and cash equivalents at end of period

$
316,430


$
6,929



2,189


$
316,430Supplemental disclosure of non-cash activities:Conversion of short-term borrowings from member plus accrued
    interest, into common shares

$



$
6,831


$
Change in accrued capital expenditures


5,510



(150
)

$
438    69




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##### Table of Contents



MOLYCORP,
    INC
    (A Company in the Development Stage)
    Notes to Consolidated Financial Statements
  (1)
    Company
    Background        
    Clean-energy technologies such as hybrid and electric vehicles,
    wind turbines and compact florescent lighting;
    High-technology applications including cell phones, personal
    digital assistant devices, digital music players, hard disk
    drives used in computers, computing devices, ear bud
    speakers and microphones, as well as fiber optics, lasers and
    optical temperature sensors;
    Critical defense applications such as guidance and control
    systems, communications, global positioning systems, radar and
    sonar; and
    Advanced water treatment applications including those for
    industrial, military, homeland security, domestic and foreign
    aid use.     70




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##### Table of Contents



MOLYCORP,
    INC
    (A Company in the Development Stage)
    Notes to Consolidated Financial
    Statements  (Continued)
    (2)
    Basis of
    Presentation      (3)
    Capital
    Requirements  and/or
  (4)
    Summary
    of Significant Accounting Policies  (a)
    Use of
    Estimates   71




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##### Table of Contents



MOLYCORP,
    INC
    (A Company in the Development Stage)
    Notes to Consolidated Financial
    Statements  (Continued)
    (b)
    Revenue
    and Cost of Goods Sold      (c)
    Cash
    and Cash Equivalents    (d)
    Trade
    Accounts Receivable    (e)
    Inventories  work-in-process,
     72




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##### Table of Contents



MOLYCORP,
    INC
    (A Company in the Development Stage)
    Notes to Consolidated Financial
    Statements  (Continued)
        December 31,


December 31,2010


2009Current:Concentrate stockpiles

$
4,206


$
20Work in process


5,271



4,777Finished goods


9,307



2,685Materials and supplies


1,727



1,063Total current

$
20,511


$
8,545Long term:Concentrate stockpiles

$
5,108


$
11,844Work in process






Finished goods


104



246Total long term

$
5,212


$
12,090   (f)
    Property,
    Plant and Equipment, net   73




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##### Table of Contents



MOLYCORP,
    INC
    (A Company in the Development Stage)
    Notes to Consolidated Financial
    Statements  (Continued)
      December 31,


December 31,2010


2009Land

$
800


$
800Land improvements (15 years)


15,415



17,954Buildings and improvements (4 to 27 years)


6,892



8,458Plant and equipment (2 to 12 years)


19,560



12,065Vehicles (7 years)


1,049



1,023Computer software (5 years)


1,563



1,116Furniture and fixtures (5 years)


170



41Construction in progress


34,809



6,506Mineral properties


23,968



23,138Property, plant and equipment at cost


104,226



71,101Less accumulated depreciation


(10,260
)


(4,749
)Property, plant and equipment, net

$
93,966


$
66,352   Property Plant and
    Equipment
  (g)
    Mineral
    Properties and Development Costs    (h)
    Research
    and Development   74




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##### Table of Contents



MOLYCORP,
    INC
    (A Company in the Development Stage)
    Notes to Consolidated Financial
    Statements  (Continued)
    (i)
    Intangible
    Asset    (j)
    Investment
    in Joint Venture    (k)
    Accrued
    Expenses    December 31,


December 31,2010


2009Waste disposal accrual

$
326


$
1,500Accrued bonus


554



1,445Defined contribution plan


1,199



988Other accrued expenses


2,146



2,011Total accrued expenses

$
4,225


$
5,944   (l)
    Asset
    Retirement Obligation  ASC 410-20, Asset Retirement Obligations
   75




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##### Table of Contents



MOLYCORP,
    INC
    (A Company in the Development Stage)
    Notes to Consolidated Financial
    Statements  (Continued)
    Year Ended


Year EndedDecember 31, 2010


December 31, 2009Balance at beginning of period

$
14,202


$
13,583Obligations settled


(632
)


(387
)Accretion expense


912



1,006Revisions in estimated cash flows


(1,939
)


Gain on settlement


(72
)


Balance at end of period

$
12,471


$
14,202     (m)
    Income
    Taxes   76




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##### Table of Contents



MOLYCORP,
    INC
    (A Company in the Development Stage)
    Notes to Consolidated Financial
    Statements  (Continued)
    December 31, 2010(in thousands)Deferred income tax assets:Vacation accrual


106Inventory


1,133Asset retirement obligation


656Mineral resources


16,516Net operating losses


6,750Other


6225,223Deferred income tax liabilities:Development costs


(96
)Property, plant and equipment


(2,397
)(2,493
)Net deferred income tax assets:


22,730Valuation allowance


(22,730
)Total net deferred income tax assets:

$
   (n)
    Stockholders
    Equity    (o)
    Earnings
    (loss) per Share   77




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##### Table of Contents



MOLYCORP,
    INC
    (A Company in the Development Stage)
    Notes to Consolidated Financial
    Statements  (Continued)
    (p)
    Comprehensive
    income (loss)    (5)
    Employee
    Benefit Plans        (6)
    Commitments
    and Contingencies  (a)
    Future
    Operating Lease Commitments   78




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##### Table of Contents



MOLYCORP,
    INC
    (A Company in the Development Stage)
    Notes to Consolidated Financial
    Statements  (Continued)
    (b)
    Plant
    Modernization and Expansion Commitments    (c)
    Completion
    Bonus    (d)
    Labor
    Contract    (e)
    Reclamation
    Surety Bonds    (f)
    Licenses
    and Permits   79




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##### Table of Contents



MOLYCORP,
    INC
    (A Company in the Development Stage)
    Notes to Consolidated Financial
    Statements  (Continued)
    (7)
    Stock-Based
    Compensation           80




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##### Table of Contents



MOLYCORP,
    INC
    (A Company in the Development Stage)
    Notes to Consolidated Financial
    Statements  (Continued)
    Number of Shares ofRestricted StockRussell D. Ball  Director


7,500Mark A. Smith  President and CEO


6,000James S. Allen  CFO and Treasurer


18,000John F. Ashburn, Jr.  EVP and General Counsel


3,000John L. Burba  EVP and Chief Technology Officer


3,000       (8)
    Deposits    (9)
    Concentrations  (a)
    Limited
    Number of Products    Year Ended

Year EndedDecember 31, 2010

December 31, 2009Didymium Oxide

$
9.0



Ceric Hydrate

$
8.7



Lanthanum products

$
13.6


$
6.4Other

$
3.9


$
0.7  81




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##### Table of Contents



MOLYCORP,
    INC
    (A Company in the Development Stage)
    Notes to Consolidated Financial
    Statements  (Continued)
  (b)
    Limited
    Number of Customers    Year Ended

Year EndedDecember 31, 2010

December 31, 2009Mitsubishi Unimetals USA

$
8.5



W.R. Grace & Co.  Conn.

$
7.4


$
1.9Chuden Rare Earth Co. Ltd.

$
5.4



Shin-Etsu Chemical Co.

$
4.1



Corning Inc.

$
3.5


$
0.33M Company

$
2.5


$
0.4Albemarle Corporation





$
3.9   (c)
    Single
    Geographic Location    (10)
    Related
    Party Transactions  and/or payments-in-kind.
     82




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##### Table of Contents



MOLYCORP,
    INC
    (A Company in the Development Stage)
    Notes to Consolidated Financial
    Statements  (Continued)
      (11)
    Unaudited
    Supplementary Data    2010Three Months EndedMarch 31

June 30

September 30

December 31(In thousands, except share and per share data)Sales

$
3,018


$
1,904


$
8,533


$
21,702Cost of goods sold


(5,950
)


(5,576
)


(7,742
)


(16,634
)Selling, general and administrative expense


(4,480
)


(4,254
)


(4,117
)


(5,923
)Stock-based compensation






(15,133
)


(6,527
)


(7,079
)Depreciation and amortization expense


(95
)


(61
)


(83
)


(80
)Accretion expense


(263
)


(216
)


(216
)


(217
)Operating loss


(7,770
)


(23,336
)


(10,152
)


(8,231
)Other income (expense):Other income (expense)


21



45



14



75Interest income (expense), net of capitalized amount










(7
)


256Net loss

$
(7,749
)

$
(23,291
)

$
(10,145
)

$
(7,900
)Weighted average shares outstanding (Common shares)(1)Basic


48,155,533



49,666,732



69,550,649



81,509,452Diluted


48,155,533



49,666,732



69,550,649



81,509,452Loss per share of common stock(1):Basic

$
(0.16
)

$
(0.47
)

$
(0.15
)

$
(0.10
)Diluted

$
(0.16
)

$
(0.47
)

$
(0.15
)

$
(0.10
)   83




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##### Table of Contents



MOLYCORP,
    INC
    (A Company in the Development Stage)
    Notes to Consolidated Financial
    Statements  (Continued)
  2009Three Months EndedMarch 31

June 30

September 30

December 31(In thousands, except share and per share data)Sales

$
1,699


$
1,230


$
1,960


$
2,204Cost of goods sold


(4,727
)


(4,897
)


(5,272
)


(6,889
)Selling, general and administrative expense


(2,322
)


(2,886
)


(3,172
)


(4,064
)Stock-based compensation






(241
)






Depreciation and amortization expense


(21
)


(42
)


(60
)


(68
)Accretion expense


(252
)


(251
)


(252
)


(251
)Operating loss


(5,623
)


(7,087
)


(6,796
)


(9,068
)Other income (expense):Other income (expense)


22



83



19



57Interest income (expense), net of capitalized amount






16



(126
)


(84
)Net loss

$
(5,601
)

$
(6,988
)

$
(6,903
)

$
(9,095
)Weighted average shares outstanding (Common shares)(1)Basic


38,829,225



38,829,225



38,835,179



41,589,904Diluted


38,829,225



38,829,225



38,835,179



41,589,904Loss per share of common stock(1):Basic

$
(0.14
)

$
(0.18
)

$
(0.18
)

$
(0.22
)Diluted

$
(0.14
)

$
(0.18
)

$
(0.18
)

$
(0.22
)     (1)
    
    Weighted average shares outstanding include the retroactive
    treatment of exchange ratios for conversion of Class A common
    stock and Class B common stock to common stock in conjunction
    with the initial public offering.  (12)
    Subsequent
    Events      
    on an actual basis; and 84




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##### Table of Contents



MOLYCORP,
    INC
    (A Company in the Development Stage)
    Notes to Consolidated Financial
    Statements  (Continued)
   
    on a pro-forma basis to give effect to the proceeds from the
    Series A Mandatory Convertible Preferred Stock offering,
    resulting in a $173.1 million increase in current assets
    and a corresponding increase in equity.  Actual


Pro Forma(In thousands)Total current assets

$
355,121


$
528,221Total non-current assets


126,128



126,128Total assets


481,249



654,349Total current liabilities


20,712



20,712Total non-current liabilities


12,335



12,335Total liabilities


33,047



33,047Total stockholders equity


448,202



621,302Total liabilities and stockholders equity

$
481,249


$
654,349  85




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##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE.    ITEM 9A.
    CONTROLS
    AND PROCEDURES.  Rule 13a-15(b) Rules 13a-15(e) 15d-15(e)
  Rules 13a-15(f) 15d-15(f).
    ITEM 9B.
    OTHER
    INFORMATION.  Mine
    Safety Practices
     86




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##### Table of Contents



Section 1503
    of Dodd-Frank Wall Street Reform and Consumer Protection Act:
    Reporting Requirements regarding Coal or Other Mine
    Safety.
      Three Months Ended

Year EndedDecember 31, 2010

December 31, 2010(A) Total number of alleged violations of mandatory health or
    safety standards that could significantly and substantially
    contribute to the cause and effect of a mine safety or health
    hazard under section 104 of the Mine Act for which we
    received a citation from MSHA


15



28(B) Total number of orders issued under section 104(b) of
    the Mine Act


0



0(C) Total number of citations received and orders issued for
    alleged unwarranted failure by us to comply with mandatory
    health or safety standards under Section 104(d) of the Mine
    Act


0



0(D) Total number of alleged flagrant violations under
    Section 110(b)(2) of the Mine Act


0



0(E) Total number of imminent danger orders issued under
    Section 107(a) of the Mine Act


0



0(F) Total dollar value of proposed assessments from MSHA under
    the Mine Act

$
10,351


$
14,554(G) Total number of mining-related fatalities


0



0      PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.    Form 10-K Regulation S-K.
 87




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##### Table of Contents



ITEM 11.
    EXECUTIVE
    COMPENSATION.    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS.      ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE.    ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES.   PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES.    (a)(1)
    The following consolidated financial statements of Molycorp,
    Inc. and subsidiaries are included in Item 8:          (a)(2)
    Financial Statement Schedules:   88




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##### Table of Contents



3
.1

Amended and Restated Certificate of Incorporation of Molycorp,
    Inc. (incorporated by reference to Exhibit 3.1 to Molycorp,
    Inc.s Current Report on
    Form 8-K
    (File
    No. 001-34827)
    filed with the Securities and Exchange Commission on
    August 6, 2010).3
.2

Bylaws of Molycorp, Inc. (incorporated by reference to
    Exhibit 3.2 to Molycorp, Inc.s Current Report on
    Form 8-K
    (File
    No. 001-34827)
    filed with the Securities and Exchange Commission on
    August 6, 2010).3
.3

Form of Certificate of Designations of Series A Mandatory
    Convertible Preferred Stock of Molycorp, Inc. (including Form of
    Certificate of Molycorp, Inc. Series A Mandatory
    Convertible Preferred Stock) (incorporated by reference to
    Exhibit 3.3 to Molycorp, Inc.s Registration Statement
    on
    Form S-1
    (Registration No. 333-171827)
    filed with the Securities and Exchange Commission on
    February 7, 2011).4
.1

Form of Certificate of Molycorp, Inc. Common Stock (incorporated
    by reference to Exhibit 4.1 to Molycorp, Inc.s
    Registration Statement on
    Form S-1
    (Registration No. 333-166129)
    filed with the Securities and Exchange Commission on
    July 13, 2010).10
.1

Sales/Buy-Back Agreement, dated May 15, 2009, between
    Molycorp Minerals, LLC and Traxys North America LLC
    (incorporated by reference to Exhibit 10.1 to Molycorp,
    Inc.s Registration Statement on
    Form S-1
    (Registration No. 333-166129)
    filed with the Securities and Exchange Commission on
    June 21, 2010).10
.2

Letter Agreement dated April 16, 2010, between Molycorp
    Minerals, LLC and Traxys North America, LLC (incorporated by
    reference to Exhibit 10.2 to Molycorp, Inc.s
    Registration Statement on
    Form S-1
    (Registration No. 333-166129)
    filed with the Securities and Exchange Commission on
    May 25, 2010).10
.3

Contribution Agreement, dated April 15, 2010, by and among
    Molycorp, Inc., Molycorp, LLC, Molycorp Minerals, LLC and the
    parties listed therein (incorporated by reference to
    Exhibit 10.4 to Molycorp, Inc.s Registration
    Statement on
    Form S-1
    (Registration No. 333-166129)
    filed with the Securities and Exchange Commission on
    May 25, 2010).10
.4

Stockholders Agreement, dated April 15, 2010, by and among
    Molycorp, Inc. and the parties listed therein (incorporated by
    reference to Exhibit 10.5 to Molycorp, Inc.s
    Registration Statement on
    Form S-1
    (Registration No. 333-166129)
    filed with the Securities and Exchange Commission on
    May 25, 2010).10
.5

Registration Rights Agreement, dated April 15, 2010, by and
    among Molycorp, Inc. and the parties listed therein
    (incorporated by reference to Exhibit 10.6 to Molycorp,
    Inc.s Registration Statement on
    Form S-1
    (Registration No. 333-166129)
    filed with the Securities and Exchange Commission on
    May 25, 2010).10
.6*

Form of Restricted Stock Agreement (incorporated by reference to
    Exhibit 10.7 to Molycorp, Inc.s Registration
    Statement on
    Form S-1
    (Registration No. 333-166129)
    filed with the Securities and Exchange Commission on
    May 25, 2010).10
.7*

Molycorp, Inc. Amended and Restated Management Incentive
    Compensation Plan, effective as of December 20, 2010
    (incorporated by reference to Exhibit 10.1 to Molycorp,
    Inc.s Current Report on
    Form 8-K
    (File No. 001-34827)
    filed with the Securities and Exchange Commission on
    December 21, 2010).10
.8

Termination and Mutual Release Agreement, dated June 16,
    2010, between Molycorp Minerals, LLC and Traxys North America,
    LLC (incorporated by reference to Exhibit 10.9 to Molycorp,
    Inc.s Registration Statement on
    Form S-1
    (Registration No. 333-166129)
    filed with the Securities and Exchange Commission on
    June 21, 2010).10
.9

Sales/Buy-Back Agreement, dated June 1, 2010, between
    Molycorp Minerals, LLC and Traxys North America, LLC
    (incorporated by reference to Exhibit 10.10 to Molycorp,
    Inc.s Registration Statement on
    Form S-1
    (Registration No. 333-166129)
    filed with the Securities and Exchange Commission on
    June 21, 2010).10
.10

Purchase Agreement, dated as of December 15, 2010, between
    Molycorp Minerals, LLC and Quinn Process Equipment Co.
    (incorporated by reference to Exhibit 10.22 to Molycorp,
    Inc.s Registration Statement on
    Form S-1
    (Registration No. 333-171827)
    filed with the Securities and Exchange Commission on
    January 24, 2011). 89




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##### Table of Contents



10
.11*

Executive Employment Agreement, dated May 21, 2010, between
    Molycorp, Inc. and Mark A. Smith (incorporated by reference to
    Exhibit 10.11 to Molycorp, Inc.s Registration
    Statement on
    Form S-1
    (Registration No. 333-166129)
    filed with the Securities and Exchange Commission on
    June 21, 2010).10
.12*

Executive Employment Agreement, dated May 21, 2010, between
    Molycorp, Inc. and James S. Allen (incorporated by reference to
    Exhibit 10.12 to Molycorp, Inc.s Registration
    Statement on
    Form S-1
    (Registration No. 333-166129)
    filed with the Securities and Exchange Commission on
    June 21, 2010).10
.13*

Executive Employment Agreement, dated May 21, 2010, between
    Molycorp, Inc. and John F. Ashburn, Jr. (incorporated by
    reference to Exhibit 10.13 to Molycorp, Inc.s
    Registration Statement on
    Form S-1
    (Registration No. 333-166129)
    filed with the Securities and Exchange Commission on
    June 21, 2010).10
.14*

Executive Employment Agreement, dated May 21, 2010, between
    Molycorp, Inc. and John L. Burba (incorporated by reference to
    Exhibit 10.14 to Molycorp, Inc.s Registration
    Statement on
    Form S-1
    (Registration No. 333-166129)
    filed with the Securities and Exchange Commission on
    June 21, 2010).10
.15*

Molycorp, Inc. 2010 Equity and Performance Incentive Plan
    (incorporated by reference to Exhibit 10.15 to Molycorp,
    Inc.s Registration Statement on
    Form S-1
    (Registration No. 333-166129)
    filed with the Securities and Exchange Commission on
    June 21, 2010).10
.16

Letter Agreement, dated April 15, 2010, among Resource
    Capital Fund IV, L.P., Resource Capital Fund V, L.P.,
    PP IV Mountain Pass II, LLC, PP IV MP AIV 1, LLC, PP IV MP AIV
    2, LLC, PP IV MP AIV 3, LLC, TNA Moly Group, LLC, MP Rare
    Company, LLC and KMSmith, LLC (incorporated by reference to
    Exhibit 10.16 to Molycorp, Inc.s Registration
    Statement on
    Form S-1
    (Registration No. 333-166129)
    filed with the Securities and Exchange Commission on
    June 21, 2010).10
.17

Summary of Collateral Arrangement for Surety Bonds (incorporated
    by reference to Exhibit 10.17 to Molycorp, Inc.s
    Registration Statement on
    Form S-1
    (Registration No. 333-166129)
    filed with the Securities and Exchange Commission on
    July 13, 2010).10
.18*

Form of Director and Officer Indemnification Agreement
    (incorporated by reference to Exhibit 10.18 to Molycorp,
    Inc.s Registration Statement on
    Form S-1
    (Registration No. 333-166129)
    filed with the Securities and Exchange Commission on
    July 13, 2010).10
.19*

Form of Nonqualified Stock Option Agreement (incorporated by
    reference to Exhibit 10.1 to Molycorp, Inc.s Current
    Report on
    Form 8-K
    (File No. 001-34827)
    filed with the Securities and Exchange Commission on
    November 8, 2010).10
.20*

Form of Restricted Stock Agreement (incorporated by reference to
    Exhibit 10.2 to Molycorp, Inc.s Current Report on
    Form 8-K
    (File No. 001-34827)
    filed with the Securities and Exchange Commission on
    November 8, 2010).10
.21*

Form of Restricted Stock Units Agreement (incorporated by
    reference to Exhibit 10.3 to Molycorp, Inc.s Current
    Report on
    Form 8-K
    (File No. 001-34827)
    filed with the Securities and Exchange Commission on
    November 8, 2010).10
.22*

Executive Employment Agreement, dated November 1, 2010,
    between Molycorp, Inc. and Douglas J. Jackson (incorporated by
    reference to Exhibit 10.22 to Molycorp, Inc.s
    Registration Statement on
    Form S-1
    (Registration No. 333-171827)
    filed with the Securities and Exchange Commission on
    January 24, 2011).10
.23*

Molycorp, Inc. Nonemployee Director Deferred Compensation Plan
    (incorporated by reference to Exhibit 10.23 to Molycorp,
    Inc.s Registration Statement on
    Form S-1
    (Registration No. 333-171827)
    filed with the Securities and Exchange Commission on
    January 24, 2011).10
.24*

Molycorp, Inc. Amended and Restated Management Incentive Plan
    (incorporated by reference to Exhibit 10.1 to Molycorp,
    Inc.s Current Report on
    Form 8-K
    (File No. 001-34827)
    filed with the Securities and Exchange Commission on
    December 21, 2010).10
.25*

Summary of Molycorp, Inc. 2011 Annual Incentive Plan
    (incorporated by reference to Exhibit 10.1 to Molycorp,
    Inc.s Current Report on
    Form 8-K
    (File
    No. 001-34827)
    filed with the Securities and Exchange Commission on
    January 19, 2011). 90




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##### Table of Contents



10
.26*

Executive Employment Agreement, dated January 24, 2011, between
    Molycorp, Inc. and John K. Bassett (incorporated by reference to
    Exhibit 10.26 to Molycorp, Inc.s Registration Statement on
    Form S-1 (Registration No. 333-171827) filed with the Securities
    and Exchange Commission on February 7, 2011).10
.27

Change Order to Purchase Agreement, dated as of
    February 28, 2011, between Molycorp Minerals, LLC and Quinn
    Process Equipment Co.21
.1

List of Subsidiaries (incorporated by reference to
    Exhibit 21.1 to Molycorp, Inc.s Registration
    Statement on
    Form S-1
    (Registration
    No. 333-166129)
    filed with the Securities and Exchange Commission on
    June 21, 2010).23
.1

Consent of PricewaterhouseCoopers LLP.23
.2

Consent of SRK Consulting (U.S.), Inc.24
.1

Power of Attorney.31
.1

Certification of Chief Executive Officer pursuant to
    Section 302 of the
    Sarbanes-Oxley
    Act of 2002.31
.2

Certification of Chief Financial Officer pursuant to
    Section 302 of the
    Sarbanes-Oxley
    Act of 2002.32
.1**

Certification pursuant to U.S.C. Section 1350 as adopted
    pursuant to Section 906 of the
    Sarbanes-Oxley
    Act of 2002.     *
    
    Management contracts and compensatory plans and arrangements
    required to be filed as exhibits pursuant to Item 15(b).**
    
    Furnished with this Annual Report on
    Form 10-K.  (b)
    Exhibits    (c)
    Financial Statement Schedules   91




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##### Table of Contents



SIGNATURES
      By:
    /s/  Mark
    A. Smith       Signature

Title

Date/s/  Mark
    A. SmithMark
    A. Smith

President and Chief Executive Officer and Director (Principal
    Executive Officer)

March 9, 2011*James
    S. Allen

Chief Financial Officer (Principal Financial Officer and
    Principal Accounting Officer)

March 9, 2011*Ross
    R. Bhappu

Chairman of the Board

March 9, 2011*Russell
    D. Ball

Director

March 9, 2011*Brian
    T. Dolan

Director

March 9, 2011*Charles
    R. Henry

Director

March 9, 2011*Mark
    S. Kristoff

Director

March 9, 2011*Alec
    Machiels

Director

March 9, 2011*Jack
    E. Thompson

Director

March 9, 2011     *
    
    The undersigned, by signing his name hereto, does sign and
    execute this Annual Report on Form
    10-K
    pursuant to the Power of Attorney executed by the above-named
    directors and officers of the registrant, which is being filed
    herewith on behalf of such directors and officers.  By:
    /s/ Mark A. Smith  Attorney-in-Fact
 92




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##### Table of Contents



GLOSSARY
    OF SELECTED MINING TERMS



The following is a glossary of selected mining terms used in
    this annual report on
    Form 10-K
    that may be technical in nature: Assay

The analysis of the proportions of metals in ore, or the testing
    of an ore or mineral for composition, purity, weight, or other
    properties of commercial interest.Bastnasite

Bastnasite is a mixed Lanthanide fluoro-carbonate mineral (Ln F
    CO3) that currently provides the bulk of the worlds supply
    of the light REEs.  Bastnasite and monazite are the two most
    common sources of cerium and other REEs.  Bastnasite is found in
    carbonatites, igneous carbonate rocks that melt at unusually low
    temperatures.Cerium

Cerium (Ce) is a soft, silvery, ductile metal which easily
    oxidizes in air.  Cerium is the most abundant of the REEs, and
    is found in a number of minerals, including monazite and
    bastnasite.Concentrate

A mineral processing product that generally describes the
    material that is produced after crushing and grinding ore
    effecting significant separation of gangue (waste) minerals from
    the metal and/or metal minerals, and discarding the waste and
    minor amounts of metal and/or metal minerals.  The resulting
    concentrate of minerals typically has an order of
    magnitude higher content of minerals than the beginning ore
    material.Cut-off grade

The lowest grade of mineralized material that qualifies as ore
    in a given deposit.  The grade above which minerals are
    considered economically mineable considering the following
    parameters:  estimates over the relevant period of mining costs,
    ore treatment costs, general and administrative costs, refining
    costs, royalty expenses, by-product credits, process and
    refining recovery rates and price.Didymium

Didymium is a combination of neodymium and praseodymium,
    approximately 75% neodymium and approximately 25% praseodymium.Dysprosium

Dysprosium (Dy) is used in high power neodymium iron boron
    magnets to enhance thermal stability.Europium

Europium (Eu) is desirable due to its photon emission.
    Excitation of the europium atom, by absorption of electrons or
    by UV radiation, results in changes in energy levels that create
    a visible emission.  Almost all practical uses of europium
    utilize this luminescent behavior.Gadolinium

Gadolinium (Gd) is a silvery-white, malleable and ductile
    rare-earth metal.  Gadolinium has exceptionally high absorption
    of neutrons and therefore is used for shielding in neutron
    radiography and in nuclear reactors. Because of its paramagnetic
    properties, solutions of organic gadolinium complexes and
    gadolinium compounds are the most popular intravenous medical
    magnetic resonance imaging contrast agents in MRI.Grade

The average REE content, as determined by assay of a ton of ore.Lanthanum

Lanthanum (La) is the first member of the Lanthanide series.
    Lanthanum is a strategically important rare earth element due to
    its use in fluid bed cracking catalysts, FCCs, which are used in
    the production of transportation and aircraft fuel. Lanthanum is
    also used in fuel cells and batteries.Mill

A processing plant that produces a concentrate of the valuable
    minerals contained in an ore.Mineralization

The concentration of metals and their compounds in rocks, and
    the processes involved therein.Monazite

Monazite is a reddish-brown phosphate mineral.  Monazite
    minerals are typically accompanied by concentrations of uranium
    and thorium.  Because of this, there is no significant rare
    earth production from monazite today. Monazite is becoming more
    attractive because it typically has elevated concentrations of
    heavy rare earths.Neodymium

Neodymium (Nd) is used in the production of NdFeB permanent
    magnets.  These permanent magnets, which maximize the power/cost
    ratio, are used in a large variety of motors and mechanical
    systems. Cellular phones, vehicle systems and certain lasers
    contain both neodymium magnets and capacitors, which produce
    powerful electronic generation and boost the power of these
    devices. 93




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##### Table of Contents



Ore

That part of a mineral deposit which could be economically and
    legally extracted or produced at the time of reserve
    determination.Overburden

In surface mining, overburden is the material that overlays an
    ore deposit.  Overburden is removed prior to mining.Praseodymium

Praseodymium (Pr) comprising about 4% of the lanthanide content
    of bastnasite, is a common coloring pigment.  Along with
    neodymium, praseodymium is used to filter certain wavelengths of
    light.  Praseodymium is used in photographic filters, airport
    signal lenses, and welders glasses.  As part of an alloy,
    praseodymium is used in permanent magnet systems designed to
    make smaller and lighter motors.  Praseodymium is also used in
    automobile and other internal combustion engine pollution
    control catalysts.Probable reserves

Reserves for which quantity and grade and/or quality are
    computed from information similar to that used for proven
    reserves, but the sites for inspection, sampling, and
    measurement are farther apart or are otherwise less adequately
    spaced.  The degree of assurance, although lower than that for
    proven reserves, is high enough to assume continuity between
    points of observation.Proven reserves

Reserves for which (a) quantity is computed from dimensions
    revealed in outcrops, trenches, workings or drill holes; grade
    and/or quality are computed from the results of detailed
    sampling; and (b) the sites for inspection, sampling and
    measurement are spaced so closely and the geologic character is
    so well defined that size, shape, depth and mineral content of
    reserves are well established.Recovery

The percentage of contained metal actually extracted from ore in
    the course of processing such ore.Reserves

That part of a mineral deposit which could be economically and
    legally extracted or produced at the time of the reserve
    determination.Samarium

Samarium (Sm) is a silvery-white metallic element that is
    predominantly used to produce high temperature, high power
    samarium cobalt.Strike

The direction of the line of intersection of a REE deposit with
    the horizontal plane of the ground. The strike of a deposit is
    the direction of a straight line that connects two points of
    equal elevation on the deposit.Tailings

That portion of the mined material that remains after the
    valuable minerals have been extracted.Terbium

Terbium (Tb) is a soft, malleable, silvery-grey element of the
    lanthanide series, used in x-ray and color television tubes.Yttrium

Yttrium (Y) is predominantly utilized in auto-catalysts.  Other
    uses include resonators, microwave communication devices and
    other electronic devices.  94




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##### Table of Contents



EXHIBIT INDEX
  3
.1

Amended and Restated Certificate of Incorporation of Molycorp,
    Inc. (incorporated by reference to Exhibit 3.1 to Molycorp,
    Inc.s Current Report on
    Form 8-K
    (File
    No. 001-34827)
    filed with the Securities and Exchange Commission on
    August 6, 2010).3
.2

Bylaws of Molycorp, Inc. (incorporated by reference to
    Exhibit 3.2 to Molycorp, Inc.s Current Report on
    Form 8-K
    (File
    No. 001-34827)
    filed with the Securities and Exchange Commission on
    August 6, 2010).3
.3

Form of Certificate of Designations of Series A Mandatory
    Convertible Preferred Stock of Molycorp, Inc. (including Form of
    Certificate of Molycorp, Inc. Series A Mandatory
    Convertible Preferred Stock) (incorporated by reference to
    Exhibit 3.3 to Molycorp, Inc.s Registration Statement
    on
    Form S-1
    (Registration No. 333-171827)
    filed with the Securities and Exchange Commission on
    February 7, 2011).4
.1

Form of Certificate of Molycorp, Inc. Common Stock (incorporated
    by reference to Exhibit 4.1 to Molycorp, Inc.s
    Registration Statement on
    Form S-1
    (Registration No. 333-166129)
    filed with the Securities and Exchange Commission on
    July 13, 2010).10
.1

Sales/Buy-Back Agreement, dated May 15, 2009, between
    Molycorp Minerals, LLC and Traxys North America LLC
    (incorporated by reference to Exhibit 10.1 to Molycorp,
    Inc.s Registration Statement on
    Form S-1
    (Registration No. 333-166129)
    filed with the Securities and Exchange Commission on
    June 21, 2010).10
.2

Letter Agreement, dated April 16, 2010, between Molycorp
    Minerals, LLC and Traxys North America, LLC (incorporated by
    reference to Exhibit 10.2 to Molycorp, Inc.s
    Registration Statement on
    Form S-1
    (Registration No. 333-166129)
    filed with the Securities and Exchange Commission on
    May 25, 2010).10
.3

Contribution Agreement, dated April 15, 2010, by and among
    Molycorp, Inc., Molycorp, LLC, Molycorp Minerals, LLC and the
    parties listed therein (incorporated by reference to
    Exhibit 10.4 to Molycorp, Inc.s Registration
    Statement on
    Form S-1
    (Registration No. 333-166129)
    filed with the Securities and Exchange Commission on
    May 25, 2010).10
.4

Stockholders Agreement, dated April 15, 2010, by and among
    Molycorp, Inc. and the parties listed therein (incorporated by
    reference to Exhibit 10.5 to Molycorp, Inc.s
    Registration Statement on
    Form S-1
    (Registration No. 333-166129)
    filed with the Securities and Exchange Commission on
    May 25, 2010).10
.5

Registration Rights Agreement, dated April 15, 2010, by and
    among Molycorp, Inc. and the parties listed therein
    (incorporated by reference to Exhibit 10.6 to Molycorp,
    Inc.s Registration Statement on
    Form S-1
    (Registration No. 333-166129)
    filed with the Securities and Exchange Commission on
    May 25, 2010).10
.6*

Form of Restricted Stock Agreement (incorporated by reference to
    Exhibit 10.7 to Molycorp, Inc.s Registration
    Statement on
    Form S-1
    (Registration No. 333-166129)
    filed with the Securities and Exchange Commission on
    May 25, 2010).10
.7*

Molycorp, Inc. Amended and Restated Management Incentive
    Compensation Plan, effective as of December 20, 2010
    (incorporated by reference to Exhibit 10.1 to Molycorp,
    Inc.s Current Report on
    Form 8-K
    (File
    No. 001-34827)
    filed with the Securities and Exchange Commission on
    December 21, 2010).10
.8

Termination and Mutual Release Agreement, dated June 16,
    2010, between Molycorp Minerals, LLC and Traxys North America,
    LLC (incorporated by reference to Exhibit 10.9 to Molycorp,
    Inc.s Registration Statement on
    Form S-1
    (Registration No. 333-166129)
    filed with the Securities and Exchange Commission on
    June 21, 2010).10
.9

Sales/Buy-Back Agreement, dated June 1, 2010, between
    Molycorp Minerals, LLC and Traxys North America, LLC
    (incorporated by reference to Exhibit 10.10 to Molycorp,
    Inc.s Registration Statement on
    Form S-1
    (Registration No. 333-166129)
    filed with the Securities and Exchange Commission on
    June 21, 2010).10
.10

Purchase Agreement, dated as of December 15, 2010, between
    Molycorp Minerals, LLC and Quinn Process Equipment Co.
    (incorporated by reference to Exhibit 10.22 to Molycorp,
    Inc.s Registration Statement on
    Form S-1
    (Registration
    No. 333-171827)
    filed with the Securities and Exchange Commission on
    January 24, 2011).10
.11*

Executive Employment Agreement, dated May 21, 2010, between
    Molycorp, Inc. and Mark A. Smith (incorporated by reference to
    Exhibit 10.11 to Molycorp, Inc.s Registration
    Statement on
    Form S-1
    (Registration
    No. 333-166129)
    filed with the Securities and Exchange Commission on
    June 21, 2010). 95




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##### Table of Contents



10
.12*

Executive Employment Agreement, dated May 21, 2010, between
    Molycorp, Inc. and James S. Allen (incorporated by reference to
    Exhibit 10.12 to Molycorp, Inc.s Registration
    Statement on
    Form S-1
    (Registration
    No. 333-166129)
    filed with the Securities and Exchange Commission on
    June 21, 2010).10
.13*

Executive Employment Agreement, dated May 21, 2010, between
    Molycorp, Inc. and John F. Ashburn, Jr. (incorporated by
    reference to Exhibit 10.13 to Molycorp, Inc.s
    Registration Statement on
    Form S-1
    (Registration No. 333-166129)
    filed with the Securities and Exchange Commission on
    June 21, 2010).10
.14*

Executive Employment Agreement, dated May 21, 2010, between
    Molycorp, Inc. and John L. Burba (incorporated by reference to
    Exhibit 10.14 to Molycorp, Inc.s Registration
    Statement on
    Form S-1
    (Registration No. 333-166129)
    filed with the Securities and Exchange Commission on
    June 21, 2010).10
.15*

Molycorp, Inc. 2010 Equity and Performance Incentive Plan
    (incorporated by reference to Exhibit 10.15 to Molycorp,
    Inc.s Registration Statement on
    Form S-1
    (Registration No. 333-166129)
    filed with the Securities and Exchange Commission on
    June 21, 2010).10
.16

Letter Agreement, dated April 15, 2010, among Resource
    Capital Fund IV, L.P., Resource Capital Fund V, L.P.,
    PP IV Mountain Pass II, LLC, PP IV MP AIV 1, LLC, PP IV MP AIV
    2, LLC, PP IV MP AIV 3, LLC, TNA Moly Group, LLC, MP Rare
    Company, LLC and KMSmith, LLC (incorporated by reference to
    Exhibit 10.16 to Molycorp, Inc.s Registration
    Statement on
    Form S-1
    (Registration No. 333-166129)
    filed with the Securities and Exchange Commission on
    June 21, 2010).10
.17

Summary of Collateral Arrangement for Surety Bonds (incorporated
    by reference to Exhibit 10.17 to Molycorp, Inc.s
    Registration Statement on
    Form S-1
    (Registration No. 333-166129)
    filed with the Securities and Exchange Commission on
    July 13, 2010).10
.18*

Form of Director and Officer Indemnification Agreement
    (incorporated by reference to Exhibit 10.18 to Molycorp,
    Inc.s Registration Statement on
    Form S-1
    (Registration No. 333-166129)
    filed with the Securities and Exchange Commission on
    July 13, 2010).10
.19*

Form of Nonqualified Stock Option Agreement (incorporated by
    reference to Exhibit 10.1 to Molycorp, Inc.s Current
    Report on
    Form 8-K
    (File
    No. 001-34827)
    filed with the Securities and Exchange Commission on
    November 8, 2010).10
.20*

Form of Restricted Stock Agreement (incorporated by reference to
    Exhibit 10.2 to Molycorp, Inc.s Current Report on
    Form 8-K
    (File
    No. 001-34827)
    filed with the Securities and Exchange Commission on
    November 8, 2010).10
.21*

Form of Restricted Stock Units Agreement (incorporated by
    reference to Exhibit 10.3 to Molycorp, Inc.s Current
    Report on
    Form 8-K
    (File
    No. 001-34827)
    filed with the Securities and Exchange Commission on
    November 8, 2010).10
.22*

Executive Employment Agreement, dated November 1, 2010,
    between Molycorp, Inc. and Douglas J. Jackson (incorporated by
    reference to Exhibit 10.22 to Molycorp, Inc.s
    Registration Statement on
    Form S-1
    (Registration No. 333-171827)
    filed with the Securities and Exchange Commission on
    January 24, 2011).10
.23*

Molycorp, Inc. Nonemployee Director Deferred Compensation Plan
    (incorporated by reference to Exhibit 10.23 to Molycorp,
    Inc.s Registration Statement on
    Form S-1
    (Registration No. 333-171827)
    filed with the Securities and Exchange Commission on
    January 24, 2011).10
.24*

Molycorp, Inc. Amended and Restated Management Incentive Plan
    (incorporated by reference to Exhibit 10.1 to Molycorp,
    Inc.s Current Report on
    Form 8-K
    (File
    No. 001-34827)
    filed with the Securities and Exchange Commission on
    December 21, 2010).10
.25*

Summary of Molycorp, Inc. 2011 Annual Incentive Plan
    (incorporated by reference to Exhibit 10.1 to Molycorp,
    Inc.s Current Report on
    Form 8-K
    (File
    No. 001-34827)
    filed with the Securities and Exchange Commission on
    January 19, 2011).10
.26*

Executive Employment Agreement, dated January 24, 2011, between
    Molycorp, Inc. and John K. Bassett (incorporated by reference to
    Exhibit 10.26 to Molycorp, Inc.s Registration Statement on
    Form S-1 (Registration No. 333-171827) filed with the
    Securities and Exchange Commission on February 7, 2011).10
.27

Change Order to Purchase Agreement, dated as of
    February 28, 2011, between Molycorp Minerals, LLC and Quinn
    Process Equipment Co. 96




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##### Table of Contents



21
.1

List of Subsidiaries (incorporated by reference to
    Exhibit 21.1 to Molycorp, Inc.s Registration
    Statement on
    Form S-1
    (Registration No. 333-166129)
    filed with the Securities and Exchange Commission on
    June 21, 2010).23
.1

Consent of PricewaterhouseCoopers LLP.23
.2

Consent of SRK Consulting (U.S.), Inc.24
.1

Power of Attorney.31
.1

Certification of Chief Executive Officer pursuant to
    Section 302 of the
    Sarbanes-Oxley
    Act of 2002.31
.2

Certification of Chief Financial Officer pursuant to
    Section 302 of the
    Sarbanes-Oxley
    Act of 2002.32
.1**

Certification pursuant to U.S.C. Section 1350 as adopted
    pursuant to Section 906 of the
    Sarbanes-Oxley
    Act of 2002.     *
    
    Management contracts and compensatory plans and arrangements
    required to be filed as exhibits pursuant to Item 15(b).**
    
    Furnished with this Annual Report on
    Form 10-K. 97