Neo Performance Materials Inc. — Capital/Financing Update 2021

Apr 6, 2021

NEO PERFORMANCE MATERIALS INC. BOUGHT DEAL SECONDARY OFFERING OF COMMON SHARES

TERM SHEET – APRIL 6, 2021

The Common Shares will be offered by way of a short form prospectus in all of the provinces of Canada other than Quebec. A preliminary short form prospectus containing important information relating to the Common Shares has not yet been filed with the applicable Canadian securities regulatory authorities. A copy of the preliminary short form prospectus is required to be delivered to any investor that received this term sheet and expressed an interest in acquiring the Common Shares. There will not be any sale or any acceptance of an offer to buy the Common Shares until a receipt for the final short form prospectus has been issued. This term sheet does not provide full disclosure of all material facts relating to the Common Shares. Investors should read the preliminary short form prospectus, final short form prospectus and any amendment, for disclosure of those facts, especially risk factors relating to the Common Shares, before making an investment decision.

Terms and Conditions

	Terms and Conditions
Issuer:	Neo Performance Materials Inc. (the “Company”).
Selling	OPPS NPM S.à.r.l (the “Selling Shareholder”).
Shareholder:
Offering:	4,000,000 common shares (the "Common Shares") sold by the Selling
	Shareholder (the “Offering”).
Offering Price:	$19.75 per Common Share.
Issue Amount:	$79,000,000.
Form of Offering:	Bought deal by way of a short form prospectus to be filed in all of the provinces
	of Canada other than Quebec (the “Jurisdictions”). Offering in such
	jurisdictions as the Company, the Selling Shareholder, and the Underwriters
	mutually agree provided that any offering or sale of Common Shares outside of
	the Jurisdictions does not give rise to any requirement on the part of the
	Company to file a prospectus, registration statement or offering memorandum
	or similar obligation, and does not impose any form of continuous disclosure
	obligations on the Company in such jurisdictions. Private placement offerings
	in the United States will be made to “qualified institutional buyers” pursuant to
	Rule 144A of the United States Securities Act of 1933.
Overallotment	The Selling Shareholder has granted the Underwriters an option to purchase
Option:	that number of additional Common Shares at the Offering Price equal to 15%
	of the base Offering Size, exercisable up to 30 days following the Closing Date.
Listing:	The outstanding common shares of the Company are listed on the Toronto
	Stock Exchange.
Use of Proceeds:	The Company will not receive any proceeds from the Offering. The net
	proceeds of the Offering will be payable to the Selling Shareholder.
Eligibility:	Eligible for RRSPs, RRIFs, RESPs, TFSAs, RDSPs and DPSPs.
Underwriters:	Paradigm Capital Inc., on behalf of a syndicate of underwriters (the
	“Underwriters”).
Standstill Period:	The Company will be subject to a 90-day standstill period, subject to certain
	exceptions.

NEO PERFORMANCE MATERIALS INC. BOUGHT DEAL SECONDARY OFFERING OF COMMON SHARES

Lock-Up Period:	Each of the Selling Shareholder, Oaktree Capital Management, LP ("Oaktree")
	and any other entity managed, controlled, associated or affiliated with the
	Selling Shareholder or Oaktree, will be subject to a 120-day lock-up period,
	subject to certain exceptions.
Cash Commission:	Cash commission equal to 5% of the gross proceeds of the Offering.
Closing:	April 27, 2021 or such other date as the Underwriters, the Company and the
	Selling Shareholder may agree.