A copy of this preliminary short form prospectus has been filed with the securities regulatory authorities in each of the Provinces of Canada (other than Quebec), but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary short form prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the short form prospectus is obtained from the securities regulatory authorities.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and only by persons permitted to sell these securities in those jurisdictions.

The securities offered under this short form prospectus have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States (as defined in Regulation S under the U.S. Securities Act) unless exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws are available. This short form prospectus does not constitute an offer to sell or a solicitation or an offer to buy any of the securities offered hereby within the United States. See "Plan of Distribution".

Information has been incorporated by reference in this short form prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Neo Performance Materials Inc., at 121 King Street West, Suite 1740, Toronto, Ontario, M5H 3T9, Telephone (416) 367-8588 and are also available electronically at www.sedar.com.

PRELIMINARY SHORT FORM PROSPECTUS

Secondary Offering January 29, 2021

NEO PERFORMANCE MATERIALS INC.

C$70,875,000

4,500,000 Common Shares

This short form prospectus (the "Prospectus") qualifies the distribution of 4,500,000 common shares (the "Common Shares", and the Common Shares offered under this Prospectus, the "Offered Shares") in the capital of Neo Performance Materials Inc. (the "Company" or "Neo"), at a price of $15.75 per Offered Share (the "Offering Price") held by OPPS NPM S.à.r.l. and OPPS NPM II S.à.r.l. (collectively, the "Selling Shareholders"). See "Selling Shareholders". The Selling Shareholders currently hold an aggregate of 22,284,155 Common Shares, representing approximately 59.5% of the issued and outstanding Common Shares. After giving effect to the offering of the Offered Shares (the "Offering"), the Selling Shareholders will hold an aggregate of 17,784,155 Common Shares representing approximately 47.5% of the issued and outstanding Common Shares. See "Plan of Distribution".

The Company will not receive any proceeds from the Offering. The Offered Shares are being offered and sold in each of the Provinces of Canada (other than Quebec) pursuant to an underwriting agreement dated January 29, 2021 (the "Underwriting Agreement") among the Company, the Selling Shareholders and Paradigm Capital Inc. ("Paradigm"), as lead underwriter and sole bookrunner, and a syndicate of underwriters including Canaccord Genuity Corp., Cormark Securities Inc., RBC Dominion Securities Inc., Stifel Nicolaus Canada Inc., CIBC World Markets Inc., Raymond James Ltd. and Scotia Capital Inc. (collectively, the "Underwriters").

The Offering Price and other terms of the Offering were determined by arm's length negotiation between the Company, the Selling Shareholders and the Underwriters. See "Plan of Distribution".

The Common Shares are listed and posted for trading on the Toronto Stock Exchange ("TSX") under the symbol "NPM". On January 22, 2021, the last trading day prior to the date that the Company and the Selling Shareholders entered into the engagement letter with Paradigm with respect to the Offering, the closing price of the Common Shares on the TSX was C$16.93. On January 28, 2021, the last trading day prior to the date of this Prospectus, the closing price of the Common Shares on the TSX was C$15.86.

Offering Price: C$15.75 per Common Share

	Price to Public(1)	Underwriters'Commission(2)(3)	NetProceedstotheSelling Shareholders(2)(3)
Per Offered Share	C$15.75	C$0.7875	C$14.9625
Total Offering(4)(5)	C$70,875,000	C$3,543,750	C$67,331,250

Notes:

(1) The price of the Offered Shares was determined by negotiation among the Company, the Selling Shareholders and the Underwriters.
(2) The Underwriters will receive a commission equal to 5% of the gross proceeds of the Offering (the "Underwriters' Commission"), payable on the Closing Date in cash. See "Plan of Distribution".
(3) This amount represents the net proceeds of the Selling Shareholders after deducting the Underwriters' Commission from the proceeds of the Offering. These figures do not include the Underwriters' expenses that the Company has agreed to pay estimated to be C$800,000, including the reasonable fees and disbursements, plus applicable taxes, of legal counsel to the Underwriters associated with the Offering. See "Plan of Distribution" and "Use of Proceeds".
(4) The Selling Shareholders have granted to the Underwriters an option (the "Over-Allotment Option") to purchase additional Common Shares representing up to 15% of the number of Offered Shares sold under the Offering (the "Additional Shares") at the Offering Price exercisable at the Underwriters' sole option and without obligation, in whole or in part, at any time up to 30 days after the closing of the Offering, to cover over-allotments, if any, and for market stabilization purposes. If the Over-Allotment Option is exercised in full, the "Price to Public", "Underwriters' Commission" and "Net Proceeds to the Selling Shareholder" will be C$81,506,250, C$4,075,312.50 and C$77,430,937.50, respectively. This Prospectus qualifies the distribution of the Over-Allotment Option and the distribution of any Additional Shares pursuant to the exercise of the Over-Allotment Option. Unless the context otherwise requires, references herein to the "Offering" and "Offered Shares" also includes the Additional Shares. A purchaser who acquires Offered Shares forming part of the Underwriters' over-allocation position acquires those securities under this Prospectus, regardless of whether such over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or through secondary market purchases. See "Plan of Distribution".
(5) Assuming no exercise of the Over-Allotment Option.

Underwriters' Position	Maximum Number of CommonShares Available	Exercise Period	Exercise Price
Over-Allotment Option	675,000 Additional Shares	Up to 30 days after the closing	C$15.75 per
		of the Offering	Common Share

The Underwriters, as principals, conditionally offer the Offered Shares, subject to prior sale, if, as and when sold by the Selling Shareholders and accepted by the Underwriters in accordance with the terms and conditions contained in the Underwriting Agreement, and subject to the approval of certain legal matters on behalf of the Company by Fogler, Rubinoff LLP, on behalf of the Selling Shareholders by Stikeman Elliott LLP, and the Underwriters by Bennett Jones LLP. The Underwriters may offer the Offered Shares at a lower price than stated above. See "Plan of Distribution."

Subscriptions will be received by the Underwriters subject to rejection or allotment in whole or in part and the Underwriters reserve the right to close the subscription books at any time without notice. It is expected that the closing of the Offering will take place on or about February 17, 2021 or on such other date as the Company, the Underwriters and each of the Selling Shareholders may agree (the "Closing Date"). The Underwriters are obligated to take up and pay for all of the Offered Shares offered hereby (other than the Additional Shares to be purchased on exercise of the Over-Allotment Option) if any of those Offered Shares are purchased under the Underwriting Agreement. The Offered Shares offered hereby are to be taken up by the Underwriters, if at all, on or before a date not later than 42 days after the date of the receipt for the final Prospectus relating to the Offering. See "Plan of Distribution".

Global certificates or an instant deposit through the non-certificated inventory system representing the Offered Shares will be issued and deposited with CDS Clearing and Depositary Services Inc. ("CDS"). A subscriber who purchases Offered Shares will receive only a customer confirmation from the registered dealer who is a CDS participant from or through whom Offered Shares are purchased. Physical certificates evidencing Offered Shares will not be issued except in limited circumstances and unless a request for a certificate is made to the Company.

An investment in the Offered Shares should be considered highly speculative. There is no guarantee that an investment in the Company will earn any positive return in the short or long-term. An investment in the Offered Shares is appropriate only for investors who have the capacity to absorb a loss of some or all of their investment. There are certain risk factors associated with an investment in the Offered Shares. In reviewing this Prospectus, an investor should carefully consider the matters described under the headings "Cautionary Statement Regarding Forward-Looking Information" and "Risk Factors" and in the Company's Annual Information Form for the year ended December 31, 2019 and dated as of March 11, 2020 and other filings incorporated herein by reference.

Investors should rely only on the information contained in this Prospectus and the documents incorporated by reference. The Company has not authorized anyone to provide investors with different information. The Company is not offering the Offered Shares in any jurisdiction in which the Offering is not permitted. Investors should not assume that the information contained in this Prospectus is accurate as of any date other than the date of this Prospectus. The Company does not undertake to update the information contained or incorporated by reference herein, except as required by applicable securities laws.

A number of directors and officers of the Company, namely Eric Noyrez, Brook Hinchman, Edgar Lee, Gregory Share, Kevin D. Morris, Jeffrey R. Hogan, Frank Timmerman and Gregory K. Kroll reside outside of Canada. In addition, the Selling Shareholders are organized outside of Canada. The foregoing directors and officers of the Company and the Selling Shareholders have appointed the legal counsel to the Company at its office in Toronto, Ontario as agent for service of process in Canada. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if such person or company has appointed an agent for service of process.

Potential investors are advised to consult their own legal counsel and other professional advisors in order to assess income tax, legal and other aspects of this investment based upon their own personal circumstances.

The Company's registered and head office is located at 121 King Street West, Suite 1740, Toronto, Ontario M5H 3T9.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION 1
ELIGIBILITY FOR INVESTMENT 3
IMPORTANT NOTICE ABOUT THE INFORMATION IN THIS PROSPECTUS 3
CURRENCY EXCHANGE RATES 4
DOCUMENTS INCORPORATED BY REFERENCE 4
THE COMPANY 6
CONSOLIDATED CAPITALIZATION 11
USE OF PROCEEDS 11
PLAN OF DISTRIBUTION 11
DESCRIPTION OF SECURITIES BEING DISTRIBUTED 14
PRIOR SALES 14
TRADING PRICE AND VOLUME 15
PRINCIPAL SHAREHOLDERS AND SELLING SHAREHOLDERS 15
PROMOTER 16
RISK FACTORS 16
AUDITORS, TRANSFER AGENT AND REGISTRAR 21
AGENT FOR SERVICE OF PROCESS 21
LEGAL MATTERS 22
PURCHASERS' STATUTORY RIGHTS 22
GLOSSARY OF TERMS 22
CERTIFICATE OF THE COMPANY C-1
CERTIFICATE OF THE SELLING SHAREHOLDERS C-2
CERTIFICATE OF THE PROMOTER C-3
CERTIFICATE OF THE UNDERWRITERS C-4

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Prospectus contains "forward-looking information" within the meaning of applicable securities laws in Canada. Forward-looking information may relate to future events or future performance of the Company. All statements other than statements of historical fact are forward-looking information. Often, but not always, forward-looking information can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "intends", "anticipates" or "believes", or variations of, or the negatives of, such words and phrases, or state that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. This information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. The Company believes the expectations reflected in such forward-looking information are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking information included in this Prospectus should not be unduly relied upon. This information speaks only as of the date of this Prospectus or as of the date or dates specified in such statements.

In particular, this Prospectus and the documents incorporated by reference contain forward-looking information pertaining to, but not limited to, the following:

the Offering Price, size, the completion, expenses and timing of the closing of the Offering;
the execution of agreements entered into in connection with the Offering by the Company and the Selling Shareholders;
the Company's expectations regarding certain of its future results and information, including, among others, revenues, expenses, sales growth, capital expenditures, operations and use of future cash flow;
expectations regarding industry trends, overall market growth rates and the Company's future growth rates, plans and strategies;
general business and economic conditions;
new and emerging markets;
competition and changes in the competitive landscape;
projections of market prices and costs;
ability to maintain profitability;
the Company's goal of creating shareholder value; and
the plans, costs, and timing for future business prospects, including the costs and potential impact of complying with existing and proposed laws and regulations.

Such forward-looking information is based on a number of assumptions that may prove to be incorrect. In addition to any other assumptions identified in this Prospectus, assumptions have been made regarding, among other things:

the ability of the Company to generate cash flow from operations and obtain necessary financing on acceptable terms;
the ability of the Company to maintain relationships with current and new clients and partners;
currency, exchange and interest rates;
general economic, financial market, regulatory and political conditions in which the Company operates;
the impact of increasing competition;
the continuity of existing business relationships;
anticipated and unanticipated costs;
the ability of the Company and its partners to obtain and retain qualified staff and services in a timely and cost effective manner;
the ability of the Company to enter into contracts with target companies;
the Company's ability to maintain adequate internal control over financial reporting and disclosure controls and procedures;
the ability to complete announced transactions; and
the ability to obtain all necessary regulatory approvals.

Actual results could differ materially from those anticipated in such forward-looking information as a result of the risk factors set forth below and elsewhere in this Prospectus including those listed under "Risk Factors" and discussed in the Annual Information Form incorporated by reference herein, which include:

volatility of the price of the Common Shares;
the dividend policy of the Company;
financial reporting and other public company requirements;
difficulty in enforcing judgments;
forward-looking information;
significant shareholder(s) of the Company;
future sales of Common Shares;
dilution;
risks relating to the COVID-19 pandemic;
quarterly operating results may vary;
board discretion;
analyst reports;
international operations;
intellectual property protection;
intellectual property litigation;
currency risk;
expiry of joint venture agreements;
changes in China's regulation of the rare earths industry;
customer dependence;
general economic conditions;
competition;
uncertainty regarding Chinese withholding tax and indirect transfers of Chinese enterprises by non-Chinese residents;
environmental liability exposure;
supplies of raw materials;
fluctuations in demand for, and prices of, rare earth products;
product recalls;
rapid technological change;
changes in tax laws;
risks of operations and insurance;
additional financing requirements;
inability to effectively manage Company growth;
potential for incurring unexpected costs or liabilities as a result of acquisitions;
dependence on good relations with employees;
reliance on key personnel;
information technology and cybersecurity; and
the other factors discussed under "Risk Factors" and the documents incorporated herein by reference.

Readers are cautioned that the foregoing lists of factors are not exhaustive. Should one or more of these risks and uncertainties materialize, or should the Company's estimates or underlying assumptions prove incorrect, actual results, performance or achievements may vary materially from those described in forward-looking statements. The Company cannot guarantee future results, levels of activity, performance, or achievements. Moreover, the Company does not assume responsibility for the outcome of the forward-looking information. Accordingly, readers are advised not to place undue reliance on forward-looking information.

The forward-looking statements contained in this Prospectus are expressly qualified by this cautionary statement. The Company does not undertake any obligation to publicly update or revise any forward-looking information except as expressly required by applicable securities laws. If the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements.

ELIGIBILITY FOR INVESTMENT

In the opinion of Fogler, Rubinoff LLP, counsel for the Company, and Bennett Jones LLP, counsel for the Underwriters, based on the provisions of the Income Tax Act (Canada) and the regulations thereunder (the "Tax Act") in force as of the date hereof, provided that the Common Shares are listed on a "designated stock exchange" as defined in the Tax Act (which currently includes the TSX), the Offered Shares will be qualified investments under the current provisions of the Tax Act for trusts governed by registered retirement savings plans (each a "RRSP"), registered education savings plans (each a "RESP"), registered retirement income funds (each a "RRIF"), registered disability savings plans (each a "RDSP"), tax-free savings accounts (each a "TFSA", and together with a RRSP, RESP, RRIF and RDSP, and collectively, the "Registered Plans"), and deferred profit sharing plans, all within the meaning of the Tax Act.

Notwithstanding the foregoing, if the Offered Shares held by a Registered Plan are "prohibited investments" for purposes of the Tax Act, the "controlling individual" of such Registered Plan, within the meaning of the Tax Act, will be subject to a penalty tax as set out in the Tax Act. The Offered Shares will be a "prohibited investment" if the controlling individual: (i) does not deal at arm's length with the Company for purposes of the Tax Act; or (ii) has a "significant interest" (within the meaning of the Tax Act) in the Company. In addition, the Offered Shares will not be a prohibited investment if such securities are "excluded property" (as defined in the Tax Act for purposes of these rules) for the particular Registered Plan. Holders who intend to hold Offered Shares in a Registered Plan should consult their own tax advisors in this regard.

IMPORTANT NOTICE ABOUT THE INFORMATION IN THIS PROSPECTUS

General Advisory

You should rely only on the information contained in this Prospectus (including the documents incorporated herein by reference). The Company, the Selling Shareholders and the Underwriters have not authorized anyone to provide you with different or additional information. The Company is not and the Underwriters are not making an offer of the Offered Shares in any jurisdiction where the offer is not permitted by law. If anyone provides you with any different or inconsistent information, you should not rely on it. You should not assume that the information contained in this Prospectus is accurate as of any date other than the date on the front of this Prospectus.

CURRENCY EXCHANGE RATES

The Company's financial statements and financial information are presented in United States dollars. All references to "US$" in this Prospectus, unless otherwise indicated, refer to United States dollars (or U.S. dollars) and Canadian dollars are referred to as "C$". On January 28, 2021, the closing exchange rate for United States dollars reported by the Bank of Canada was US$1.00 = C$1.2806 (C$1.00 = US$0.7806).

DOCUMENTS INCORPORATED BY REFERENCE

The following documents filed with the securities commission or similar regulatory authority in each of the Provinces of Canada (other than the Province of Quebec) are available at www.sedar.com and are specifically incorporated by reference into, and form an integral part of, this Prospectus:

the annual information form of the Company for the financial year ended December 31, 2019 dated March 11, 2020 (the "Annual Information Form");
the audited consolidated financial statements of the Company, and the notes thereto for the years ended December 31, 2019 and 2018;
the management's discussion and analysis of the Company for the years ended December 31, 2019 and 2018;
the reviewed unaudited interim condensed consolidated financial statements of the Company for the three and nine months ended September 30, 2020 and 2019 (the "Interim Financial Statements");
the management's discussion and analysis of the three and nine months ended September 30, 2020 and 2019;
the management information circular of the Company dated September 9, 2020 (the "Information Circular") distributed in connection with the Company's annual and special meeting of shareholders held on October 22, 2020;
the material change report dated July 2, 2020 regarding the resignation of Nicholas D. Basso as a director;
the material change report dated July 7, 2020 regarding the appointment of Constantine E. Karayannopoulos as President and Chief Executive Officer and Claire M.C. Kennedy as Chair of the Board;
the material change report dated December 4, 2020 regarding the bought deal secondary prospectus offering of 3,932,500 Common Shares;
the material change report dated January 26, 2021 regarding the Offering; and
the "template version" of the indicative term sheet for the Offering.

Material change reports (other than confidential reports), business acquisition reports, annual financial statements, interim financial statements, the associated management's discussion and analysis of the Company and all other documents of the type referred to in section 11.1 of Form 44-101F1 of National Instrument 44-101 – Short Form Prospectus Distributions to be incorporated by reference in a short form prospectus, filed by the Company with a securities commission or similar regulatory authority in Canada after the date of this Prospectus and before completion of the distribution of the Offered Shares, will be deemed to be incorporated by reference into this Prospectus. The documents incorporated or deemed to be incorporated herein by reference contain meaningful and material information relating to the Company and readers should review all information contained in this Prospectus and the documents incorporated or deemed to be incorporated by reference herein.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for the purposes of this Prospectus to the extent that a statement contained in this Prospectus or in any subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded will not constitute a part of this Prospectus, except as so modified or superseded. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the statement or document that it modifies or supersedes. The making of such a modifying or superseding statement will not be deemed an admission for any purpose that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

Copies of the documents incorporated herein by reference may also be obtained on request without charge from the Corporate Secretary of Neo Performance Materials Inc., 121 King Street West, Suite 1740, Toronto, Ontario, M5H 3T9, Telephone (416) 367-8588.

THE COMPANY

Name and Incorporation

Neo was incorporated under the Business Corporations Act (Ontario) on September 12, 2017. Neo's registered and head office is located at 121 King Street West, Suite 1740, Toronto, Ontario M5H 3T9. On November 30, 2017, Neo completed the Arrangement with Neo Cayman, whereby Neo Cayman became a wholly-owned subsidiary of the Company. On December 8, 2017, Neo completed an initial public offering by way of a secondary offering pursuant to which Oaktree sold Common Shares to the public and the Common Shares were listed on the TSX.

As of the date hereof, there are 37,456,990 Common Shares issued and outstanding, 22,284,155 of which are held directly or indirectly by the Selling Shareholders.

Description of the Business

Overview of the Business

Neo manufactures the building blocks of many modern technologies that enhance efficiency and sustainability. The Company's advanced industrial minerals – magnetic powders and magnets, specialty chemicals, metals and alloys – are critical to the performance of many everyday products and emerging technologies. Neo's products help to deliver the technologies of tomorrow to consumers today.

Neo has a global platform that includes 10 manufacturing facilities located in China, the United States, Germany, Estonia, Canada, Thailand and South Korea, as well as two dedicated R&D centres in Singapore and the U.K. Since 1994, Neo has leveraged its processing expertise to innovate and grow into a leading manufacturer of advanced industrial materials for specialty end markets, including for powders used in bonded and hot-deformed, fully dense neodymium-iron-boron ("NdFeB") or neo magnets, auto emission control catalysts, GaCl3 for LEDs, wastewater treatment and superalloys for aerospace and other applications.

Neo's unique technical expertise and strategic geographic presence, combined with long-term collaborative customer relationships, has allowed Neo to become an industry leader in key markets with a proven, consistent product offering.

Neo's products are used in numerous end use applications, including micro motors, traction motors, auto catalysts, water emission-controls, healthcare (such as medical imaging), aerospace, clean energy technologies (such as HEVs and EVs), consumer electronics (such as smartphones and tablets), fibre optics, HDDs and a number of other applications.

Neo's business is organized into three operating business segments (Magnequench, Chemicals & Oxides ("C&O") and Rare Metals) as well as a corporate segment. Each segment is run on a standalone basis under the leadership of a business segment head. These segments are responsible for their own production, R&D, sales and marketing and raw materials procurement. The segments benefit from common ownership as a result of Neo's global platform, options for raw material sourcing, opportunities to share intellectual property and best practices, and the ability to cross-sell to certain customers.

Magnequench

The Magnequench segment manufacturers bonded NdFeB powders and bonded permanent magnets. With over thirty years of manufacturing experience, Magnequench is the world leader in the production of magnetic powders used in bonded and hot- deformed fully dense neo magnets. These powders are formed through Magnequench's market-leading technology related to the development, processing and manufacturing of magnetic powders. Magnequench uses a proprietary process to manufacture Magnequench Powder using a blend of various inputs. These powders are used in the production of bonded permanent magnets that are components in automotive motors, micro motors, traction motors, sensors and other applications requiring high levels of magnetic strength, improved performance, and reduced size and weight.

Magnequench also produces bonded permanent magnets ("Magnequench Magnets") made from its various Magnequench Powder grades, which are used in applications substantially similar to those listed above. Magnequench Magnets are produced by combining Magnequench Powders with a binder to form a compound, then compaction pressing, curing and coating the compound into a final magnet shape.

Chemicals & Oxides

The C&O segment manufactures and distributes a broad range of advanced industrial materials that have become an indispensable part of modern life. Neo's advanced processing and materials manufacturing capabilities enable Neo to meet increasingly demanding specifications from manufacturers that need custom engineered materials. Applications from these products include auto catalysts, consumer electronics, petroleum refining, hybrid and electric vehicles and municipal and industrial wastewater treatment.

Rare Metals

The Rare Metals segment sources, produces, reclaims, refines and markets high-value specialty metals and their compounds. These products include both high temperature metals (tantalum, niobium, hafnium and rhenium) and electronic metals (gallium and indium). Applications from products made in this segment primarily include superalloys for jet engines, medical imaging, wireless technologies and LED lighting. Other applications include their use in flat panel displays, solar, steel additives, batteries and electronics applications.

Corporate

Neo's head office is in Toronto, Ontario, Canada, with additional corporate offices in Greenwood Village, Colorado, U.S., Singapore and Beijing, China. The functions of this group include finance, administration, information technology, accounting and legal.

Neo Business Segment Overview

Recent Developments

On May 14, 2020, the Company announced that it intended to commence a normal course issuer bid on May 19, 2020 for the repurchase of up to 1,883,637 Common Shares for cancellation. The normal course issuer bid expires on May 18, 2021.

On July 7, 2020, Constantine E. Karayannopoulos was appointed as President and Chief Executive Officer of the Company replacing Geoffrey R. Bedford. Mr. Karayannopoulos resigned as Chairman of the Board (but remained a director) and Claire M.C. Kennedy was appointed Chair of the Board.

On July 31, 2020, Gregory Share was appointed a director of the Company to fill the vacancy arising from the resignation of Nicholas D. Basso as a director on June 30, 2020.

On August 18, 2020, the Company announced that, due to increased demand, its Magnequench segment intended to significantly expand its capacity to produce compression molded NdFeB magnets and assemblies, used in the automotive, electronics, home appliances and other industries.

On October 22, 2020, at the Company's annual general and special meeting, the shareholders elected Claire M.C. Kennedy, Constantine E. Karayannopoulos, Eric Noyrez, Brook Hinchman, Edgar Lee, G. Gail Edwards and Gregory Share as directors of the Company.

On October 23, 2020, Rhodia Operations SAS ("Rhodia") obtained an ex parte order ("Seizure Order") from a court in Estonia authorizing a bailiff to enter NPM Silmet OÜ's ("Silmet") production facility in Sillamäe, Estonia, in order to take samples of certain materials and to remove/copy and issue to Rhodia certain documents that would allegedly constitute evidence of Silmet's infringement of a patent application of Rhodia (EP 3009403) ("EP '403 Application") that allegedly acquired interim protection in Estonia in May 2020. The Seizure Order was executed by the bailiff in November 2020. Silmet has presented a request to the court to annul the Seizure Order and has otherwise challenged the validity of the Seizure Order due to various procedural and legal defects. Rhodia responded to the court; however, the court has not yet ruled on the merits of the challenges raised by Silmet or set a date for a hearing of arguments to annul the Seizure Order. In addition, Silmet filed a complaint against the bailiff's actions based on defects in the manner in which the evidentiary seizure was conducted and is seeking an annulment and rewinding of this bailiff's disclosure of the documents to Rhodia, the imposition of restrictions on the bailiff's disclosure of such materials to Rhodia and disclosure of the bailiff's correspondence with Rhodia. In addition, Silmet filed a request with the court for recusal of the bailiff from the enforcement proceedings regarding the evidentiary seizure ruling. The bailiff has responded to the court in accordance with the court's request. The court has not yet ruled on the merits of the challenges raised by Silmet against the bailiff's actions or his recusal. The Company does not view the Seizure Order on its own as a significant development in the intellectual property litigation described in the Interim Financial Statements and the Annual Information Form. See "Risk Factors – Risks related to Legal Proceedings Concerning Intellectual Property", Note 13.2 – Legal Contingencies in the Interim Financial Statements and "Risk Factors" in the Annual Information Form.

On November 23, 2020, Rhodia filed an action in an Estonian court alleging that Silmet has infringed the claims in the pending EP '403 Application and requesting that Silmet (i) be prohibited from manufacturing, distributing, selling, offering for sale or acquiring any products that infringe the EP '403 Application, and using or offering for use any methods that infringe the EP '403 Application, (ii) remove from sale, and destroy infringing products, and (iii) be ordered to pay Rhodia €100,000 as initial damages. On December 9, 2020, Silmet submitted its request to the Court asking to deny acceptance of the infringement action into proceedings, which was subsequently denied, and the Court has accepted the infringement action into proceedings. This case may implicate a mixed oxides product manufactured by Silmet for certain C&O customers. On January 25, 2021, Silmet filed a response to the action to identify that the EP '403 Application is a patent application and not a granted patent and that the invention described in the EP '403 Application has not acquired provisional protection in Estonia, A ruling in favour of Silmet would preclude the processing of Rhodia's claims by the court because it would mean that there is no provisional protection for the pending EP '403 Application, which would render Rhodia's claims premature, pending issuance of the patent. The court has not yet set a date for the trial of the action commenced by Rhodia. Management believes that the products in question do not infringe the EP '403 Application and intends to continue to vigorously challenge this action. See also "Risk Factors – Risks relating to Legal Proceedings Concerning Intellectual Property", Note 13.2 – Legal Contingencies in the Interim Financial Statements and "Risk Factors" in the Annual Information Form.

On December 28, 2020, an indirect Chinese subsidiary of the Company paid a deposit of approximately US$0.8 million to secure its right to bid on land use rights in the industrial park under development near Zibo, China, located approximately 10 kilometres from the current location of the ZAMR plant. The Company expects that a second deposit of approximately US$1.2 million will be paid during the first quarter of 2021. The purchase of the land use rights in question relates to a notice from Zibo City of a new zoning plan being implemented in order to protect ground water resources in the area. The notice indicated that all industrial enterprises in the area of ZAMR's production facility would be required to relocate. See "Risk Factors – Zibo Land Rights".

On December 22, 2020, the Company completed a bought deal secondary prospectus offering of Common Shares, whereby the Selling Shareholders sold an aggregate of 3,932,500 Common Shares pursuant to an underwriting agreement dated December 10, 2020 among the Company, the Selling Shareholders and Paradigm, as lead underwriter and sole bookrunner, and a syndicate of underwriters including Cormark Securities Inc., Canaccord Genuity Corp., CIBC World Markets Inc., Raymond James Ltd., RBC Dominion Securities Inc., Scotia Capital Inc. and Stifel Nicolaus Canada Inc.

At the end of January 2021, the Company expects to complete the transfer of the business carried on by ZAMR, other than the rare earth separation business, into a newly formed subsidiary, Neo Jia Hua Advanced Materials (Zibo) Co., Ltd., which has the same ownership structure as ZAMR. The rare earth separation business currently carried out by ZAMR will remain in ZAMR.

COVID -19 Developments

The Company operates in numerous regions of the world, each of which has been impacted by the novel coronavirus ("COVID-19") to differing degrees and for differing time frames. The Company's customers (the largest of which are in automotive, aerospace and general industrial) generally operate through complex global supply chains and maintain various target inventory levels with varying periods for purchase commitments. Throughout 2020 and into 2021, the Company's sales were negatively impacted by customers shutting down operations, cancelling orders, delaying orders and irregular changes to customer purchasing patterns due to customers' managing inventory levels. The overall impact to automotive, aerospace and industrial activities varies region to region and period to period but generally reflect a significant negative trend in economic activity and sales.

The Company's operating activities were also impacted by various differing COVID-19 shutdown requirements and the ensuing impact on raw materials and other supplies needed for production. The Company's manufacturing operations in China were shut down for an additional one to two weeks following the regularly scheduled Lunar New Year shutdown in February 2020. Following the re-opening of the factories, manufacturing operations were slowed due to lack of demand, availability of raw materials and supplies and other human resource restrictions. By the end of March 2020, the China operations were largely capable of running at normal capacity, notwithstanding the reduced demand at the time. During the month of June 2020, Neo partially suspended production activities at its Silmet facility in Estonia due to a number of factors arising from the COVID-19 pandemic, including reduced demand from customers and disruption to the supply of essential raw materials. The Silmet facility resumed normal production activities on July 1, 2020. The reduced availability of raw materials was due to suppliers shutting down operations as a result of COVID-19 restrictions in their regions. In North America, the Company slowed or shut down manufacturing facilities due to government requirements through much of the second quarter of 2020. In early November 2020, four employees at the Quapaw, Oklahoma facility tested positive for COVID-19. As the Quapaw facility has a total of eight employees, the production activities at the Quapaw facility were suspended for approximately 10 days. The Quapaw facility resumed normal production on November 16, 2020. Despite the changes to the operating patterns noted above, Neo did not miss any required shipments to its customers.

The Company applied for various forms of government support in various regions of the world related to generally announced and available COVID-19 support funding. In addition, the Company engaged in numerous cost containment strategies over the period reflecting the reduced demand including temporary shutdowns and slowdowns to manufacturing facilities, reduced discretionary expenditures such as travel and entertainment, delayed human resource recruitment, delays in certain capital expenditures, delays in certain project and development related expenditures and reductions in working capital to support lower demand.

Each Neo facility established policies and procedures to minimize the risk that its employees become exposed to COVID-19 in the course of their employment. In addition, each Neo facility has implemented necessary protocols in order to comply with applicable legal requirements related to COVID-19. Employees have been given formal training on Neo's COVID-19 policies. Employees who can work from home are strongly encouraged to do so. Neo performs temperature screening and health checks upon entry to all facilities. Those who have recently travelled, who have cold or flu-like symptoms, or who are known to have been exposed to the COVID-19 virus, are not permitted to enter Neo facilities for an appropriate quarantine period. Employees and visitors who enter Neo facilities are required to maintain two metres of physical separation and wear masks or respirators, as appropriate. In addition, Neo has also implemented enhanced protocols for plant and office hygiene.

While the suspension of production activities described above did not themselves cause a material impact on Neo's results of operations or financial condition, the impact of COVID-19 on customer demand and revenue has been more significant, as is more fully described in the management's discussion and analysis for the three and nine months ended September 30, 2020, which is incorporated by reference into this Prospectus.

CONSOLIDATED CAPITALIZATION

The following table sets forth the consolidated capitalization of the Company as at the dates indicated, adjusted to give effect to the Offering, on the share and loan capital of the Company since September 30, 2020, the date of the Company's Interim Financial Statements. This table should be read in conjunction with the Interim Financial Statements and management's discussion and analysis in respect of those statements, which are incorporated by reference in this Prospectus.

	As at September 30, 2020(U.S.$)	Pro-Forma as at September 30, 2020after giving effect to the Offering(U.S.$)
Cash	74,616,000	73,991,520(1)
Total Debt	74,000	74,000
Equity
Common Shares	301,370,239	301,370,239(2)
Options	9,783,794	9,783,794
RSUs	11,589	11,589(2)
PSUs	7,345,130	7,345,130(2)
Total Capitalization	393,200,752	392,576,272

Notes:

(1) This number only reflects the payment of the estimated expenses of the Offering, which are expected to be C$800,000 (US$624,480 based on the closing exchange rate for United States dollars reported by the Bank of Canada on January 28, 2021 of C$1.00 = US$0.7806). As a result of the Offering and the resulting ownership position of the Selling Shareholders falling below 51% of the issued and outstanding Common Shares, the Company is entitled to pay certain value bonuses to a number of employees in cash, which will decrease the pro forma cash position by approximately US$3 million to US$3.5 million.
(2) As a result of the Offering and the resulting ownership position of the Selling Shareholders falling below 51% of the issued and outstanding Common Shares, the outstanding PSUs and a certain number of RSUs will vest and a number of Common Shares will be issued to holders thereof, net of tax. The calculation of the number of Common Shares to be issued in connection with the vesting of these PSUs and RSU's has not yet been determined as of the date hereof as it is based on certain performance criteria which is not yet finalized. See the section entitled "Executive Compensation – Other Compensation - The Legacy Plan" in the Information Circular for further details.

USE OF PROCEEDS

The net proceeds to be received by the Selling Shareholders from the Offering after deducting the Underwriters' Commission of C$3,543,750, assuming that the Over-Allotment Option is not exercised, are expected to be C$67,331,250. If the Over-Allotment Option is exercised in full, the Underwriters' Commission is expected to be C$4,075,312.50 and the net proceeds are expected to be C$77,430,937.50. The estimated expenses of the Offering are C$800,000 (which the Company has agreed to pay). The Company will not receive any proceeds from the Offering.

PLAN OF DISTRIBUTION

This Prospectus qualifies the distribution of the Offered Shares. The Selling Shareholders are offering the Offered Shares through the Underwriters, in accordance with the Underwriting Agreement. Subject to the terms and conditions of the Underwriting Agreement, an aggregate of 4,500,000 Offered Shares (5,175,000 Offered Shares, if the Over-Allotment Option is exercised in full) will be distributed, and the Underwriters have severally (and not jointly, nor jointly and severally) agreed to purchase an aggregate of 4,500,000 Offered Shares (5,175,000 Offered Shares, if the Over-Allotment Option is exercised in full), at the Offering Price, payable in cash by the Underwriters to the Selling Shareholders against delivery of the Offered Shares on the Closing Date or such other date as may be agreed by the Company, the Selling Shareholders and the Underwriters, subject to the termination rights described below and in compliance with all necessary legal requirements and terms and conditions of the Underwriting Agreement.

Closing is expected to occur on or about February 17, 2021 or such later date as the Company, each of the Selling Shareholders and the Underwriters may agree, however the Offered Shares are to be taken up by the Underwriters, if at all, on or before 42 days following the Effective Date of this Prospectus, at the Offering Price payable in cash to the Selling Shareholders against delivery of the Offered Shares. The Offering Price of the Offered Shares offered under the Offering was determined by arm's length negotiation among the Company, each of the Selling Shareholders and the Underwriters.

The Selling Shareholders have agreed to pay a cash fee to the Underwriters in an amount calculated as 5% of the gross cash proceeds realized under the Offering. The estimated fee will be C$3,543,740 (C$4,075,312.50 if the Over-Allotment Option is exercised in full). The Underwriters' Commission is payable on the Closing Date. The Company has agreed to reimburse the Underwriters for their reasonable expenses in connection with the Offering. The Underwriting Agreement also provides that each of the Company and the Selling Shareholders will indemnify the Underwriters, their respective affiliates and subsidiaries and each of their respective directors, officers, employees, partners, agents and shareholders and each other person, if any, controlling an Underwriter or any of its subsidiaries against certain liabilities, claims, actions, complaints, losses, costs, fines, penalties, taxes, interest, damages and expenses in connection with the Offering.

The obligations of the Underwriters are several and not joint or joint and several, are subject to certain closing conditions, and may be terminated at their discretion on the basis of their assessment of the state of the financial markets and may also be terminated upon the occurrence of certain stated events. If an Underwriter fails to purchase the Offered Shares which it has agreed to purchase, the remaining Underwriters may terminate their obligation to purchase their allotment of Offered Shares, or may, but are not obligated to, purchase the Offered Shares not purchased by the Underwriter or Underwriters that fail to purchase; provided, however, that if the aggregate number of Offered Shares not so purchased is not more than 10% of the Offered Shares agreed to be purchased by the Underwriters, then each of the other Underwriters shall be obliged to purchase severally the Offered Shares not taken up, on a pro rata basis or in such other proportions as they may agree among themselves. The Underwriters are not required to take up and pay for the Additional Shares covered by the Over-Allotment Option described below.

The Offering is subject to a number of conditions, including receipt and acceptance of the Offered Shares by the Underwriters and the Underwriters' right to reject orders in whole or in part and compliance with industry-standard closing conditions. Under the terms of the Underwriting Agreement, an Underwriter may, at its discretion, terminate its obligations under the Underwriting Agreement prior to closing upon the occurrence of certain events, including "material change out", "disaster out", and "regulatory out" clauses, and may also be terminated upon the occurrence of certain stated events, including any breach by the Company or the Selling Shareholders of any material condition of the Underwriting Agreement.

The Underwriters propose to offer the Offered Shares initially at the Offering Price specified on the cover page of this Prospectus. After the Underwriters have made a reasonable effort to sell all of the Offered Shares offered by this Prospectus at such price, the initially stated Offering Price may be decreased, and further changed from time to time, to an amount not greater than such initially stated price, and the compensation realized by the Underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Offered Shares is less than the gross proceeds paid by the Underwriters to the Selling Shareholders for the Offered Shares. Any such reduction in price will not affect the proceeds received by the Selling Shareholders.

In connection with the Offering, certain of the Underwriters or other securities dealers may distribute this Prospectus electronically.

The Offering is being made in each of the Provinces of Canada (other than the Province of Quebec) through those Underwriters or their affiliates who are registered to offer the Offered Shares for sale in such provinces and such other registered dealers as may be designated by the Underwriters. Subject to applicable law and the provisions of the Underwriting Agreement, the Underwriters may offer the Offered Shares outside of Canada.

Subscriptions for Offered Shares will be received subject to rejection or allotment in whole or in part and the Underwriters reserve the right to close the subscription books at any time without notice. Offered Shares sold pursuant to the Offering will be registered in the name of CDS and electronically deposited with CDS on the Closing Date using the non-certificated inventory system. Purchasers of Offered Shares will receive only a customer confirmation from the Underwriters or other registered dealer who is a CDS participant and from or through whom a beneficial interest in the Offered Shares is acquired. Physical certificates evidencing Offered Shares will not be issued except in limited circumstances and unless a request for a certificate is made to the Company.

In addition, in accordance with rules and policy statements of certain Canadian securities regulators, the Underwriters may not, at any time during the period of distribution, bid for or purchase Offered Shares. The foregoing restriction is, however, subject to exceptions where the bid or purchase is not made for the purpose of creating actual or apparent active trading in, or raising the price of, the Offered Shares. These exceptions include a bid or purchase permitted under the by-laws and rules of applicable regulatory authorities and the applicable stock exchange, including the Universal Market Integrity Rules for Canadian Marketplaces, relating to market stabilization and passive market making activities and a bid or purchase made for and on behalf of a customer where the order was not solicited during the period of distribution.

As a result of these activities, the price of the Offered Shares may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the Underwriters at any time. The Underwriters may carry out these transactions on any stock exchange on which the Offered Shares are listed, in the over-the-counter market, or otherwise.

Over-Allotment Option

The Selling Shareholders have granted to the Underwriters the Over-Allotment Option, exercisable at the Underwriters' sole discretion, in whole or in part, from time to time, for a period of 30 days after the Closing Date, to purchase from the Selling Shareholder up to an additional 675,000 Common Shares (representing 15% of the Offering) at the Offering Price and on the same terms as set forth above, for the purpose of covering overallocations, if any, made by the Underwriters in connection with the Offering. The Selling Shareholders have agreed to pay the Underwriters the same Underwriters' Commission for each Additional Share purchased from it on exercise of the Over-Allotment Option. If the Over-Allotment Option is exercised in full, the total "Price to Public", "Underwriters' Commission" and "Net Proceeds to the Selling Shareholder" (before deducting the expenses of the Offering) will be C$81,506,250, C$4,075,312.50 and C$77,430,937.50, respectively. This Prospectus also qualifies the grant of the Over-Allotment Option and the distribution of the Additional Shares to be delivered upon the exercise of the Over-Allotment Option. A purchaser who acquires Offered Shares forming part of the Over-Allotment Option acquires such Offered Shares under this Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases.

Expenses Related to the Offering

It is estimated that the total expenses of the Offering, not including the Underwriters' Commission, will be approximately C$800,000. In addition, the Company may incur additional fees, not anticipated to be material, to certain third parties in connection with the Offering.

Restrictions on Securities Distributions and Lock-Up Arrangements

Pursuant to the Underwriting Agreement, the Company agrees that it will not issue, announce any issue or agree to issue any Common Shares or securities convertible, exercisable or exchangeable into Common Shares, except (i) under existing director, employee or consultant stock option, bonus or purchase plans, (ii) as a result of the exercise of currently outstanding Common Share purchase warrants or options; or (iii) in connection with the bona fide acquisition by the Company of the shares or assets of other corporations or entities, during the period beginning as of the date of this Prospectus and ending 90 days after the Closing Date, without the written agreement of the Underwriters, such agreement not to be unreasonably withheld.

Pursuant to the Underwriting Agreement, each of the Selling Shareholders, Oaktree Capital Management, LP and any other entity managed, controlled, associated or affiliated with the Selling Shareholders or Oaktree Capital Management, LP (collectively, the "Oaktree Entities"), has agreed that, for a period commencing on the Closing Date and ending 120 days following the Closing Date, none of the Oaktree Entities will, directly or indirectly, offer, sell, contract to sell, lend, swap, or enter into any other agreement to transfer the economic consequences of, or otherwise dispose of or deal with, or publicly announce any intention to offer, sell, contract to sell, grant or sell any option to purchase, hypothecate, pledge, transfer, assign, purchase any option or contract to sell, lend, swap or enter into any agreement to transfer the economic consequences of, or otherwise dispose of or deal with, whether through the facilities of a stock exchange, by private placement or otherwise, any common shares or other securities of the Company convertible into, exchangeable for or exercisable to acquire, shares, directly or indirectly, without the prior consent of Paradigm, such consent not to be unreasonably withheld or delayed.

U.S. Sales

The Offered Shares have not and will not be registered under the U.S. Securities Act or any state securities laws and, subject to certain exemptions therefrom, may not be offered, sold or delivered, directly or indirectly, within the United States. The Underwriters have agreed that they will not offer, sell or deliver, directly or indirectly, the Offered Shares within the United States except to "qualified institutional buyers" (as defined in Rule 144A under the U.S. Securities Act) pursuant to the exemption from registration provided by Rule 144A under the U.S. Securities Act.

This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the Offered Shares in the United States. In addition, until 40 days after the commencement of the Offering, an offer or sale of the Common Shares within the United States by any dealer (whether or not participating in the Offering) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with an exemption from registration under the U.S. Securities Act.

The Offered Shares sold to, or for the account or benefit of, persons in the United States will be "restricted securities" within the meaning of Rule 144(a)(3) under the U.S. Securities Act and may only be offered, sold, pledged or otherwise transferred pursuant to certain exemptions for the registration requirements of the U.S. Securities Act and any applicable state securities laws.

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

Common Shares

The Company's authorized capital consists of an unlimited number of Common Shares without par value. As at the date of this Prospectus, there are 37,456,990 Common Shares issued and outstanding. For a further description of the Common Shares, see the section entitled "Description of Share Capital – Common Shares" in the Annual Information Form.

PRIOR SALES

The following table summarizes details of the securities issued by the Company during the 12-month period prior to the date of this Prospectus.

Date of Issuance	Security	Issue / Exercise Price perSecurity	Number of Securities
September 1, 2020	Common Shares(1)	nil	36,113

Date of Issuance	Security	Issue / Exercise Price perSecurity	Number of Securities
August 12, 2020	Options	C$9.81	61,165
July 7, 2020	Common Shares(1)	nil	22,257

Notes:

(1) Common Shares issued pursuant to the vesting of RSUs.

TRADING PRICE AND VOLUME

The following table sets out trading information for the Common Shares for the periods indicated as reported by the TSX as of January 28, 2021 and for the preceding 12 month period.

Period	High (C$/share)	Low (C$/share)	Volume
2020
January	12.48	10.75	133,598
February	11.30	7.49	223,668
March	8.96	5.55	497,389
April	8.00	5.62	213,562
May	8.62	7.03	440,575
June	9.42	7.50	275,667
July	10.29	7.80	246,478
August	10.94	9.59	204,151
September	10.99	9.76	95,465
October	12.27	10.26	214,796
November	12.80	11.51	222,595
December	14.19	12.10	451,050
2021
January 1 - 28	17.27	13.50	871,548

PRINCIPAL SHAREHOLDERS AND SELLING SHAREHOLDERS

The following table shows the names of the persons or companies who, as at the Closing Date, will own of record, or who, to its knowledge, will own beneficially, directly or indirectly, more than 10% of the outstanding Common Shares, who are also the Selling Shareholders.

	Number ofCommon			Assuming Completion ofthe Offering(1)
Shareholder Name	SharesOwned ofRecordImmediatelyPrior to theOffering(1)(2)	Number ofCommonShares to besold pursuant tothe Offering(4)	Number ofCommonShares Ownedafter givingeffect to theOffering(1)(2)	% of Classonundilutedbasis	% of Classon fullydilutedbasis
OPPS NPM S.à.r.l.	21,988,641	4,451,405	17,537,236	46.8%	44.6%
OPPS NPM II S.à.r.l.	295,514	48,595	246,919	0.7%	0.6%

Notes:

(1) To the knowledge of the Company, none of these Common Shares are subject to any voting trust or similar agreement other than the lock-up arrangements to be entered into in connection with the Offering as set out in "Plan of Distribution – Restrictions of Securities Distributions & Lock-Up Arrangements".
(2) To the knowledge of the Company, owned beneficially and of record.
(3) Each of the Selling Shareholders are owned by various funds and accounts within Oaktree's Strategic Credit and Credit Opportunities strategies, all of which are managed by Oaktree Capital Management, L.P.
(4) Assuming the Over-Allotment Option is not exercised.

PROMOTER

During the two years immediately preceding the date of this Prospectus, the promoter of the Company has been and is as follows:

	Number ofCommon			the Offering(1)	Assuming Completion of
Shareholder Name	SharesOwned ofRecordImmediatelyPrior to theOffering(1)(2)	Number ofCommonShares to besold pursuant tothe Offering	Number ofCommonShares Ownedafter givingeffect to theOffering(1)(2)(3)	% of Classonundilutedbasis	% of Classon fullydilutedbasis
Oaktree CapitalManagement, L.P.	Nil	Nil	Nil	Nil	Nil

(1) To the knowledge of the Company, owned beneficially and of record.

(2) Oaktree Capital Management, L.P. is the manager of various funds and accounts within Oaktree's Strategic Credit and Credit Opportunities strategies, which beneficially own the Selling Shareholders.

(3) Assuming the Over-Allotment Option is not exercised.

RISK FACTORS

An investment in the Offered Shares is speculative and subject to risks and uncertainties. The occurrence of any one or more of these risks or uncertainties could have a material adverse effect on the value of any investment in the Company and the business, prospects, financial position, financial condition or operating results of the Company. Additional risks and uncertainties not presently known to the Company or that the Company currently deems immaterial may also impair the Company's business operations.

Prospective investors should carefully consider all information contained in this Prospectus, including all documents incorporated by reference, and in particular should give special consideration to the risk factors under the section titled "Risk Factors" in the Annual Information Form, which is incorporated by reference in this Prospectus and which may be accessed under the Company's SEDAR profile at www.sedar.com, and the information contained in the section entitled "Cautionary Statement Regarding Forward-Looking Information". Additionally, purchasers should consider the risk factors set forth below.

The risks and uncertainties described or incorporated by reference in this Prospectus are not the only ones the Company may face. Additional risks and uncertainties that the Company is unaware of, or that the Company currently considers not to be material, may also become important factors that affect the Company. If any such risks actually occur, the Company's business, financial condition or results of operations could be materially adversely affected, with the result that the trading price of the Common Shares could decline and investors could lose all or part of their investment.

Risks Associated with the Common Shares

Volatility of Price of Common Shares

The market price of the Common Shares is subject to significant fluctuations in response to various factors, including, but not limited to, variations in the operating results of the Company and its subsidiaries, divergence in financial results from analysts' expectations, changes in earnings estimates by stock market analysts, changes in the business prospects for the Company and its subsidiaries, general economic conditions, legislative or regulatory changes, and other events and factors outside of the Company's control.

In addition, the stock markets from time to time have experienced significant price and volume fluctuations that have particularly affected the market prices of equity securities of many companies and that often have been unrelated to the operating performance of such companies. These broad market fluctuations may adversely affect the market price of the Common Shares. There can be no assurance that the holders or purchasers of the Common Shares will be able to sell their shares at prices equal to or greater than their cost. As well, general economic and political conditions could adversely affect the market price for the Common Shares.

Dividends

The declaration and payment of future dividends will be at the discretion of the Board and may become subject to restrictions under any credit facilities that may be entered into by the Company and may be affected by various other factors, including, but not limited to, the Company's earnings, financial condition and legal or contractual restrictions. There can be no assurance that the Company will be in a position to pay dividends at the same rate (or at all) in the future.

Moreover, as the Company is a holding company for its operating subsidiaries and does not have any significant operations of its own, dividends or other distributions from its subsidiaries are the Company's principal sources of cash to fund its obligations, including the payment of dividends, if declared. There are or may be statutory, contractual, tax or other limitations on the ability of the Company's subsidiaries to make distributions to the Company. If the cash the Company receives from its subsidiaries pursuant to such distributions is insufficient, or if the subsidiaries are unable to make such distributions, the Company may be required to raise cash through the incurrence of debt, the issuance of additional equity or the sale of assets to fund its obligations. However, there can be no assurance that the Company would be able to raise cash by any of these means in a timely manner or on terms that are favourable to the Company.

Difficulty in Enforcement of Judgments

The Company is a holding company, with many of its subsidiaries and the majority of its assets located outside of Canada. Accordingly, it may be difficult for investors to enforce within Canada any judgments obtained against the Company, including judgments predicated upon the civil liability provisions of applicable Canadian securities laws. Consequently, investors may be effectively prevented from pursuing remedies against the Company under Canadian securities laws or otherwise.

The Company has subsidiaries incorporated in Cayman Islands, China, Estonia, the U.K., Germany, Barbados, South Korea, Thailand, Japan and certain U.S. States. Certain directors and officers reside outside of Canada and substantially all of the assets of these persons are located outside of Canada. In addition, the Selling Shareholders exist under the laws of Luxembourg. It may not be possible for shareholders to effect service of process against the Company's directors and officers who are not resident in Canada and the Selling Shareholders. In the event a judgment is obtained in a Canadian court against one or more of the Company's directors or officers or the Selling Shareholders for violations of Canadian securities laws or otherwise, it may not be possible to enforce such judgment against those directors and officers not resident in Canada or the Selling Shareholders. Additionally, it may be difficult for an investor, or any other person or entity, to assert Canadian securities law claims or otherwise in original actions instituted in the jurisdictions where the Company's subsidiaries are located. Courts in these jurisdictions may refuse to hear a claim based on a violation of Canadian securities laws or otherwise on the grounds that such jurisdiction is not the most appropriate forum to bring such a claim. Even if a foreign court agrees to hear a claim, it may determine that the local law, and not Canadian law, is applicable to the claim. If Canadian law is found to be applicable, the content of applicable Canadian law must be proven as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by foreign law.

Significant Shareholder

The Selling Shareholders and their affiliates (collectively, "Oaktree") hold significant voting power in the Company, and their interests may conflict with or differ from the interests of the other shareholders. As of the date of this Prospectus, Oaktree holds approximately 59.5% of the issued and outstanding Common Shares and following the completion of the Offering, Oaktree is expected to hold approximately 47.5% of the issued and outstanding Common Shares assuming the Over-Allotment Option is not exercised, and 45.7% of the issued and outstanding Common Shares if the Over-Allotment Option is exercised in full. Accordingly, the interests of Oaktree may not be the same as those of the Company's other shareholders, and conflicts of interest may arise from time to time that may be resolved in a manner detrimental to the Company or the Company's minority shareholders.

As long as Oaktree continues to directly or indirectly own a significant amount of the voting power of the Company, it will continue to be able to strongly influence or effectively control the business decisions of Neo. Because Oaktree may have interests that are different from those of the other shareholders of the Company, it may exercise its voting and other rights in a manner that may be adverse to the interests of such other shareholders.

In addition, this concentration of ownership could have the effect of delaying or preventing a change in control or otherwise discouraging a potential acquiror from attempting to obtain control of the Company, which could cause the market price of the Common Shares to decline or prevent shareholders from realizing a premium over the market price for their Common Shares.

Future Sales of Common Shares

Sales of a substantial number of Common Shares in the public market, or the perception that large sales could occur, could depress the market price of the Common Shares.

Subject to certain contractual limitations, and compliance with applicable securities and exchange laws and regulations, the Selling Shareholders and the other shareholders of the Company will be free to sell their Common Shares. However, for a period of 120 days, the Selling Shareholders have agreed, subject to certain exceptions, in respect of any securities of the Company held directly or indirectly, not to offer or sell, agree to offer or sell, or enter into agreement to offer or sell any Common Shares or other securities of the Company or securities convertible into, exchangeable for, or offered exercisable to acquire any securities of the Company. In addition, the Common Shares reserved for future issuance under the Stock Option Plan and the Legacy Plan will become eligible for sale in the public market in the future, subject to certain legal and contractual limitations. If these additional Common Shares are sold, or if it is perceived that they will be sold, in the public market, the price of the Common Shares could decline substantially.

In the future, the Company may issue additional securities to raise capital. The Company may also acquire interests in other companies by using a combination of cash and Common Shares or just Common Shares. The Company may also issue securities convertible into Common Shares. Any of these events may dilute a shareholder's ownership interest in the Company and have an adverse impact on the price of the Common Shares. In addition, sales of a substantial amount of the Common Shares in the public market, or the perception that these sales may occur, could reduce the market price of Common Shares. This could also impair the Company's ability to raise additional capital through the sale of the Company's securities.

Tax Risk of the Offering

Prospective investors should be aware that the purchase, holding or disposition of the Offered Shares may have tax consequences both in Canada and in the United States. Prospective investors should consult with their own independent tax advisor.

Risks Associated with the Business of the Company

Risks Related to Legal Proceedings concerning Intellectual Property

From time to time, Neo and its subsidiaries are subject to litigation claims arising in the ordinary course of business, most of which involve alleged violations of the intellectual property rights of others. Neo manufactures and sells many products that use scientific formulations and processes, and its competitors may from time to time allege that they hold a patent on such formulations or processes that Neo has infringed. Neo generally believes that it has meritorious defenses to the actions that have been brought against it and vigorously pursues the defense of each such action, including but not limited to initiating legal proceedings to revoke or invalidate the patents Neo is alleged to have infringed. However, litigation outcomes are inherently unpredictable and may be even harder to predict for patent litigation, since patents are issued separately by each country or applicable jurisdiction with different standards for infringement or invalidation, as well as differing levels of damages, including as a result of the number of customers and level of activity of Neo in a given country or jurisdiction. In addition to the recent proceedings in Estonia described in the section entitled "Recent Developments" above, Note 13.2 – Legal Contingencies in the Interim Financial Statements sets out a summary of the intellectual property proceedings which involve the Company and/or one of its subsidiaries.

If many or most of the proceedings initiated against Neo in respect of the patents held by others are finally determined in a manner adverse to Neo, there can be no assurance that such determinations would not have a material adverse effect upon Neo or upon its operations, cash flows, prospects or financial condition, and in some countries (or jurisdictions), management expects that an injunction or other remedy imposed for infringement will be materially adverse to Neo. It is not possible at this time to predict with any degree of certainty the impact upon Neo's operations in the event of such final adverse determinations. If injunctions were granted against it, Neo would be prohibited from manufacturing and distributing certain products in those jurisdictions subject to those injunctive orders. Neo could, in such event, re-establish its manufacturing capability for such products in jurisdictions not prohibited by any such orders, and thus would expect to encounter interruptions in its manufacturing of such products and in its ability to distribute such products to customers in jurisdictions not subject to such orders. The litigation proceedings described in the Interim Financial Statements and this section affect certain products manufactured by Neo's C&O segment for use in auto catalysts. These products include multiple formulations in multiple jurisdictions to a number of different customers. These claims; however, do not affect all of the products manufactured by Neo's C&O segment, for use in auto catalysts nor do these claims pertain to all markets where such products are sold. Neo is not currently restricted with respect to the manufacture or distribution of any of its products as a result of ongoing litigation in such a way that would have a material impact on its financial condition or results of operations. However, in the event of final adverse determinations, Neo expects to take all available actions to mitigate the impacts of such rulings, including, but not limited to, continuing to pursue invalidation of the applicable patent (if not already decided) appealing the adverse rulings, obtaining licensing rights and finding new customer outlets. The geographically diverse nature of Neo's operations and that of certain of its customers potentially provides Neo with a measure of flexibility to manufacture the same products in certain other jurisdictions and continue to supply certain of its customers with the same products in certain other jurisdictions. Neo also has the ability to work with customers to develop new products that may have a lower risk of potentially falling within the scope of existing patent claims. See also "Risk Factors – Risks Related to Intellectual Property Protection" and "Risk Factors – Intellectual Property Litigation" in the Annual Information Form.

Zibo Land Use Rights

In February 2018, ZAMR received notice from Zibo City of a new zoning plan being implemented in order to protect ground water resources in the area. The notice indicated that all industrial enterprises in the area of ZAMR's production facility would be required to relocate. At that time, ZAMR commenced discussions with the local government to discuss alternatives to relocation, including the implementation of additional water treatment protocols, as well as the terms and timing of the proposed relocation. The government commissioned the construction of a new industrial park in the area designated for the relocation, and construction of the industrial park is still in progress. The Company recently made the determination to acquire land use rights in the industrial park through an indirect Chinese subsidiary and made a deposit in late December 2020 in the approximate amount of US$0.8 million to secure its right to bid on such land use rights. The Company expects that an additional deposit of approximately US$1.2 million will be made in the first quarter of 2021. In addition, ZAMR has engaged a consultant to design a new production facility to be constructed in the new industrial park once it is completed. Despite ZAMR continuing to work closely with the government authorities, based on the current pace of development of the new industrial park, the timing and costs of the proposed relocation (including any possible government incentives that ZAMR may be eligible for) cannot be determined at this time. The ability of ZAMR to successfully acquire the new land use rights, design and build the new plant in compliance with applicable regulatory standards and necessary customer specifications is uncertain at this time. The relocation of the ZAMR plant may have adverse consequences on the production output of the plant, despite any mitigating factors that ZAMR may implement or adopt. In addition, the total costs associated with the acquisition of the land use rights, and the design and building of the new plant may have a material impact on the financial condition and results of operations of the Company.

Emerging Market Considerations

The Company and its predecessors have operated as a global group of companies for over 25 years with a consistent and experienced executive management group and have developed and maintained close working relationships with local employees, management and bankers in order to develop and maintain control systems regarding asset management (including with respect to bank accounts).

The Company's operating entities in emerging jurisdictions are governed in accordance with applicable local laws and entity-wide governance principles. The directors of the Company's operating entities in emerging jurisdictions are generally comprised of a majority of senior management employees and where required by local laws, local residents, who are generally longstanding local management level employees, or local corporate counsel. The articles of association and joint venture agreements of certain entities specify how officers and directors are appointed, elected and removed. See "Risk Factors – Risks Relating to Unauthorized Use of Corporate Chops of the Company's Subsidiaries in China" in the Annual Information Form.

Neo has control over cash flows by ensuring that regular cash reports are reviewed by executive management and accounting personnel. Further, Neo implemented the use of a global banking platform with its global bank to monitor the movement of cash of its entities on a daily basis. Banking for the Company's significant operating subsidiaries is now active on this platform with access controls being administered at the head office level. Under the oversight of the Company's Executive Vice President and Chief Financial Officer, administration (including user access, types and amounts of cash movement, and daily limits) of these accounts is jointly administered by the Vice President, Taxation and Treasurer and the Vice President, Administration. The global banking platform provides additional controls to the organization's global bank accounts; however, at the current time, these accounts are not solely managed at the Company's head office.

The minute books, corporate records and corporate seals of these entities are maintained locally, with copies of material agreements, financial information and other material information and documents maintained at the Company's head office in Toronto, Ontario. In certain circumstances, corporate seals are maintained at the local entity level with appropriate security measures in place to safeguard such seals.

Each of the Company's executive officers and a number of its directors has experience as an executive officer and/or director of entities operating in the jurisdictions in which the Company operates. Each such person has been involved with the Company and/or its predecessor entities as an officer and/or director.

The Company provides new directors and officers with ongoing information sessions with senior executives in order to learn about the business of the Company, its financial situation, strategic planning, governance practices, local business customs and significant differences in legal regulatory structures. In addition, the Company regularly retains local counsel to provide specific advice with respect to local laws and regulations and maintains strong relationships with local ministries and regulatory bodies as well as Canadian embassies. Neo has employees that are charged with education and compliance with legal and regulatory issues in the jurisdictions in which it operates. Officers of the Company regularly visit foreign operations and meet with local managers. Moving forward, the Company intends for independent directors and other directors to visit the principal business operations with local management at least once every two years.

A number of the Company's operating entities are subject to national, state and local laws and regulations in the jurisdictions in which they operate. The Company maintains open communications with such regulatory bodies and, where applicable, retains local counsel to provide advice with respect to new or evolving regulatory regimes.

The Company has operated in emerging jurisdictions for over 25 years and has experienced management that is sensitive to local business practices and customs. In addition, the Company has experienced local managers who are familiar with local practices and keep executive management apprised.

Translation services are provided in the Company's global locations to ensure clear communications between local management and executives, senior management and other employees. In addition, certain of the Company's executive team have proficiencies in certain of the languages used in these jurisdictions. Generally, local counsel in international jurisdictions function in English as well as the local language and, where necessary, professional translators are employed to translate corporate policies, health and safety regulations and legal documents.

COVID-19 Pandemic

The outbreak of COVID-19, has spread across the globe and is impacting worldwide economic activity. Conditions surrounding the novel coronavirus continue to evolve and government authorities have implemented emergency measures to mitigate the spread of the virus. The outbreak and the related mitigation measures may have an adverse impact on global economic conditions as well as on the Company's business activities. The extent to which the coronavirus may continue to impact, or have a future impact on, the Company's business activities will depend on future developments, such as the continued geographic spread of the disease, the duration of the outbreak, travel restrictions, business disruptions, and the effectiveness of actions taken in Canada, the United States of America and other countries to contain and treat the disease. These events are highly uncertain and, as such, the Company cannot determine their financial impact at this time. The Company may face future disruption to operations, supply chain and/or production delays, travel and trade restrictions. The impact on economic activity in affected countries or regions can be expected and can be difficult to quantify. Such pandemics or diseases represent a serious threat to maintaining a skilled workforce and could be a major health-care challenge for the Company. There can be no assurance that the Company's personnel will not be impacted by these pandemics. In addition, the COVID-19 pandemic has created a dramatic slowdown in the global economy. The duration of the COVID-19 outbreak and the resultant travel restrictions, physical distancing, government response actions, business closures and business disruptions, may have an impact on the Company's operations and access to capital. There can be no assurance that the Company will not be impacted in the future by adverse consequences on global financial markets that may be brought about by the continuing COVID-19 pandemic which may reduce resource prices, share prices and financial liquidity and thereby severely limit the financing capital available to the Company. See "Recent Developments – COVID-19 Developments" in this Prospectus.

AUDITORS, TRANSFER AGENT AND REGISTRAR

The auditors of the Company are KPMG LLP, Chartered Professional Accountants, Toronto, Ontario. KPMG LLP is independent of the Company in accordance with the Rules of Professional Conduct of the Chartered Professional Accountants of Ontario.

The transfer agent and registrar for the Common Shares is Computershare Trust Company of Canada at its principal offices in Toronto, Ontario.

AGENT FOR SERVICE OF PROCESS

Kevin D. Morris, Jeffrey R. Hogan, Frank Timmerman, Gregory K. Kroll, Eric Noyrez, Brook Hinchman, Edgar Lee and Gregory Share are directors and/or officers of the Company and reside outside of Canada. In addition, the Selling Shareholders are organized outside of Canada. These directors, officers and the Selling Shareholders, have appointed legal counsel to the Company at its office in Toronto, Ontario as agent for service of process. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against a person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process. See "Risk Factors" and in particular, the risk factor relating to difficulty enforcing judgments against non-resident directors and/or officers of the Company.

LEGAL MATTERS

Certain legal matters in connection with this Offering will be passed upon by Fogler, Rubinoff LLP, on behalf of the Company, by Stikeman Elliott LLP, on behalf of the Selling Shareholders, and by Bennett Jones LLP, on behalf of the Underwriters. As at the date hereof, the partners and associates of Fogler, Rubinoff LLP, as a group, the partners and associates of Stikeman Elliott LLP, as a group, and the partners and associates of Bennett Jones LLP, as a group, each beneficially own, directly or indirectly, less than one percent of the outstanding Common Shares of the Company.

PURCHASERS' STATUTORY RIGHTS

Securities legislation in certain provinces and territories of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In some jurisdictions, the securities legislation further provides a purchaser with remedies for rescission or revisions to the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revisions to the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's jurisdiction of residence. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's jurisdiction of residence for the particulars of these rights or consult with a legal advisor.

GLOSSARY OF TERMS

"Arrangement" means the Cayman Islands scheme of arrangement involving Neo Cayman, the shareholders of Neo Cayman and the Company pursuant to which the Company acquired all of the outstanding ordinary shares of Neo Cayman in exchange for an aggregate of 39,878,383 Common Shares and following which Neo Cayman became a wholly-owned subsidiary of the Company and after which the Company carried on the business of Neo Cayman as such business was carried on immediately prior to the Arrangement;

"auto catalyst" means automotive emission-control catalyst;

"Board" means the board of directors of Neo, as constituted from time to time;

"catalyst" means a substance that increases the rate of a chemical reaction without being consumed itself;

"China" means the People's Republic of China;

"EV" means electric vehicle;

"GaCl3" means gallium tricholoride;

"HDD" means hard disk drive;

"HEV" means hybrid electric vehicle;

"LED" means light-emitting diode;

"Legacy Plan" means the management incentive plan adopted by the board of directors of Neo Cayman on August 31, 2016, and pursuant to which certain RSUs, PSUs and legacy Options were issued;

"Magnequench Magnets" means bonded permanent magnets produced by Magnequench;

"Magnequench Powder" means magnetic powders produced by Magnequench;

"Neo Cayman" means Neo Cayman Holdings Ltd., a company organized under the laws of the Cayman Islands and following the completion of the Arrangement became a wholly-owned subsidiary of Neo;

"Options" means stock options exercisable into Common Shares, issued pursuant to the Legacy Plan and the Stock Option Plan;

"PSU" means performance share unit;

"R&D" means research and development;

"RSU" means restricted share unit;

"Stock Option Plan" means the 7% rolling stock option plan of the Company adopted by the Board on October 13, 2017 ;

"TSX" means the Toronto Stock Exchange;

"United States" or "U.S." means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

"U.S. Securities Act" means the United States Securities Act of 1933, as amended; and

"ZAMR" means Zibo Jiahua Advanced Material Resources Co., Ltd., the Chinese joint venture company in which the Company holds a 95% interest.

CERTIFICATE OF THE COMPANY

Dated: January 29, 2021

This short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of each of the Provinces of Canada (other than the Province of Quebec).

(signed) Constantine E. Karayannopoulos Chief Executive Officer

On Behalf of the Board of Directors

(signed) Claire M.C. Kennedy Director

(signed) Rahim Suleman Chief Financial Officer

(signed) Edgar Lee Director

CERTIFICATE OF THE SELLING SHAREHOLDERS

Dated: January 29, 2021

This short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this Prospectus as required by the securities legislation of each of the Provinces of Canada (other than the Province of Quebec).

OPPS NPM S.à.r.l.

(signed) Martin Eckel Manager

(signed) Aïcha Cisse Manager

OPPS NPM II S.à.r.l.

(signed) Martin Eckel Manager

(signed) Aïcha Cisse Manager

CERTIFICATE OF THE PROMOTER

Dated: January 29, 2021

This short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this Prospectus as required by the securities legislation of each of the Provinces of Canada (other than the Province of Quebec).

Oaktree Capital Management, L.P.

(signed) Brook Hinchman Managing Director

(signed) Jordan Mikes Senior Vice President

CERTIFICATE OF THE UNDERWRITERS

Dated: January 29, 2021

To the best of our knowledge, information and belief, this short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of each of the Provinces of Canada (other than the Province of Quebec).

PARADIGM CAPITAL INC.

(Signed) Kevin O'Flaherty Managing Director

CANACCORD GENUITY CORP.

(Signed) Michael Kogan Managing Director

CORMARK SECURITIES INC.

(Signed) Alfred Avanessy Managing Director, Head of Investment Banking

STIFEL NICOLAUS CANADA INC. (Signed) Harris Fricker President

RBC DOMINION SECURITIES INC.

(Signed) James McKenna Managing Director

CIBC WORLD MARKETS INC.

(Signed) Paul Gorman Managing Director

RAYMOND JAMES LTD.

(Signed) Jimmy Leung Managing Director

SCOTIA CAPITAL INC.

(Signed) Jon Brenzel Director

AI assistant

Neo Performance Materials Inc. — Capital/Financing Update 2021

47497_rns_2021-01-29_0810405b-05af-48b4-bb9f-441d11b7d7f4.pdf

PRELIMINARY SHORT FORM PROSPECTUS

NEO PERFORMANCE MATERIALS INC.

C$70,875,000

4,500,000 Common Shares

Notes:

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

ELIGIBILITY FOR INVESTMENT

IMPORTANT NOTICE ABOUT THE INFORMATION IN THIS PROSPECTUS

General Advisory

CURRENCY EXCHANGE RATES

DOCUMENTS INCORPORATED BY REFERENCE

THE COMPANY

Name and Incorporation

Description of the Business

Overview of the Business

Magnequench

Chemicals & Oxides

Rare Metals

Corporate

Neo Business Segment Overview

Recent Developments

COVID -19 Developments

CONSOLIDATED CAPITALIZATION

USE OF PROCEEDS

PLAN OF DISTRIBUTION

Over-Allotment Option

Expenses Related to the Offering

Restrictions on Securities Distributions and Lock-Up Arrangements

U.S. Sales

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

Common Shares

PRIOR SALES

TRADING PRICE AND VOLUME

PRINCIPAL SHAREHOLDERS AND SELLING SHAREHOLDERS

Notes:

PROMOTER

RISK FACTORS

Risks Associated with the Common Shares

Volatility of Price of Common Shares

Dividends

Difficulty in Enforcement of Judgments

Significant Shareholder

Future Sales of Common Shares

Tax Risk of the Offering

Risks Associated with the Business of the Company

Risks Related to Legal Proceedings concerning Intellectual Property

Zibo Land Use Rights

Emerging Market Considerations

COVID-19 Pandemic

AUDITORS, TRANSFER AGENT AND REGISTRAR

AGENT FOR SERVICE OF PROCESS

LEGAL MATTERS

PURCHASERS' STATUTORY RIGHTS

GLOSSARY OF TERMS

CERTIFICATE OF THE COMPANY

CERTIFICATE OF THE SELLING SHAREHOLDERS

OPPS NPM S.à.r.l.

OPPS NPM II S.à.r.l.

CERTIFICATE OF THE PROMOTER

Oaktree Capital Management, L.P.

CERTIFICATE OF THE UNDERWRITERS

PARADIGM CAPITAL INC.

CANACCORD GENUITY CORP.

CORMARK SECURITIES INC.

RBC DOMINION SECURITIES INC.

CIBC WORLD MARKETS INC.

RAYMOND JAMES LTD.

SCOTIA CAPITAL INC.

More from Neo Performance Materials Inc.

Neo Performance Materials Inc. Capital/Financing Update 2021