Neo Performance Materials Inc. — Share Issue/Capital Change 2021

Oct 27, 2021

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TERM SHEET October 25, 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

Issuer: Neo Performance Materials Inc. (the “ Company ”). Selling OPPS NPM S.à.r.l (the “ Selling Shareholder ”). Shareholder: Offering: Treasury offering of 2,598,000 common shares of the Company (each, a " Common Share ") (the “ Treasury Offering ”) and secondary offering of 1,949,000 Common Shares sold by the Selling Shareholder (the “ Secondary Offering ” and together with Treasury Offering the “ Offering ”). Offering Price: $19.25 per Common Share. Offering Size: $87,529,750 (comprised of $50,011,500 from the Treasury Offering and $37,518,250 from the Secondary Offering). 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 from Option: the Selling Shareholder that number of additional Common Shares at the Offering Price equal to 15% of the base total 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 intends to use the net proceeds from the Treasury Offering for general corporate purposes, including the expansion, maintenance of global assets and the pursuit of strategic growth opportunities around the globe. The Company will not receive any proceeds from the Secondary Offering. The net proceeds of the Secondary Offering will be payable to the Selling Shareholder.

Eligibility:

Eligible for RRSPs, RRIFs, RESPs, TFSAs, RDSPs and DPSPs.

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Underwriters: Paradigm Capital Inc. and Canaccord Genuity Corp., 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. 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: November 16, 2021 or such other date as the Underwriters, the Company and the Selling Shareholder may agree.

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