This letter (“Agreement”) confirms the basis on which Shenghe Resources Holding Co. Ltd (“Shenghe” or the “Company”) has retained Cutfield Freeman & Co Ltd. (“CF&Co”) to provide financial advisory services in relation to entering into a form of cooperation agreements with Molycorp, Inc. (“Molycorp”). The cooperation agreement may provide for a range of possible transactions, including joint venture(s), financing, supply and offtake, equity investment and possible merger or acquisition.