Welcome to the Aqua Metals Second Quarter 2018 Corporate Update Call. As a reminder, all participants are in listen-only mode and the conference is being recorded. [Operator Instructions] I’d now like to turn the conference over to Alison Ziegler, Managing Director of Darrow Associates. Please go ahead.

Thank you, operator. Welcome to the Aqua Metals second quarter 2018 conference call. Earlier this afternoon, Aqua Metals released financial results for the quarter ended June 30, 2018. The release is available on the Investor section of the company's website at www.aquametals.com. Joining us for today's call from management is Steve Cotton, President and Frank Knuettel, CFO. During today's call, management will be making forward-looking statements, please refer to the company's quarterly report on Form 10-Q filed today for a summary of the forward-looking statements and the risks, uncertainties, and other factors that could cause actual results to different materially from those forward-looking statements. Aqua Metals cautions investors not to place undue reliance on any forward-looking statements. The Company does not undertake, and specifically disclaims any obligation to update or revise such statements to reflect new circumstances or unanticipated events as they occur, except as required by law. And with that, I would like to turn the call over to Steve Cotton, President of Aqua Metals. Steve, go ahead.

Thanks, Alison. Good afternoon and welcome. Before I provide an update on the progress we've made in the second quarter, I would just like to say how pleased I am to be back at Aqua Metals, as we move beyond proof of concept and transition into full scale commercialization. As many of you know, before my departure in June of 2017, I spent 2.5 years as Aqua Metals’ Chief Commercial Officer. I returned because I truly believe we have a revolutionary and a greener way to recycle lead and are positioned to impact not only shareholder value, but the entire lead value chain. My experience with the company gave me significant institutional knowledge and allowed me to hit the ground running. I'm also appreciated to have the support of the board, management, our partners and many of our shareholders. Over the past twelve weeks, our strengthened management team and board have conducted a thorough assessment of the business. Together, we have revised our strategic vision on how to move ahead, increase our focus on reducing costs, and have strengthened our strategic partnerships. Upon returning, my main goal was to get our AquaRefinery [ph] running. We've made progress towards that goal in the past 12 weeks. We have currently staffed and have the shifts in place to operate 24/7. However, module run time is significantly less than that including running between one and four modules at a time. We continue to experience stops and starts of concentrate production and module runtime and we have not yet achieved steady state operations. Despite these challenges, we were able to produce and ship initial truckloads of AquaRefinery lead for the first time. Based on our assessment of the plant and the entire process, we've made the strategic decision to run fewer than four modules…

Thank you, Steve. In the three months ended June 30, 2018, we recognized revenues of 0.5 million compared to 1.7 million during the first quarter of 2018 and 0.6 million of revenue in the second quarter of 2017. The second quarter of 2018 marks the transition to the regular production of AquaRefined lead. Prior to this shift including during the three months ended March 31, 2018, we ran the balance of the plan as a high level to pressure test the amount of AquaRefining infrastructure and saw the constituent components of lead acid batteries with little or no additional processing. For the three months ended June 30, 2018, we had an operating loss of 9.2 million compared to an operating loss of 8.2 million for three months ended June 30, 2017. Included in our expenses for the second quarter of 2018 were costs associated with the proxy contest, resignation of Steve Clarke, [indiscernible] Battery agreement and the expansion of the AquaRefining process. Specifically, for the proxy contest, we incurred expenses in the approximate amount of 0.8 million and for the Clarke resignation we incurred expenses in the approximate amount of 0.9 million. As part of the amendments of the Interstate Battery agreement, we repriced and extended the exercised term of one of their warrants to purchase 702,247 of our common stock relative to which we took a charge in the approximate amount of 1.0 million which was reduced by the reversal of the 0.6 million charge taken in the third quarter of 2017 through the alleged breached of the Interstate Battery agreement following the purchase of Ebonex. Pursuant to the amendment, Interstate Battery permanently waived any claim with respect to the Ebonex purchase. With respect to the increased AquaRefining process expenses, we had an electrolyte system as we moved to…

Thanks Frank. Before we open up the call for your questions I just want to reiterate the significant progress our team has made in the last few months. We believe that the risk is no longer a question of will of work but rather one of execution. Aqua Metals is truly at a key inflection point, while we all know there will continue to be challenges in scaling up a first of its kind facility we believe that our core technology is fundamentally proven. Further over the last few months, we have fortified the management team in the board to support our ability to execute and AquaRefining is in early stages of commercial production, partnerships are being strengthened and new partnership potential is growing against the backdrop of corporate and government support for green technology. We also have capital projects as Frank summarized previously that will allow us to pursue margin enhancement and further position us to scale production. I also want to take a minute to comment on the overall lead market. Despite the advent of newer battery technology, lead remains the dominant technology and the lead market continues to grow in both size and complexity. Some examples include the advent of advanced lead batteries or absorbed last math start stop batteries which does put a second lead acid battery into each car. Other applications like stationary batteries such as the growing Internet data center infrastructure and alternative energy in grid scale energy storage These trends increase the market value of pure AquaRefined lead that we believe we can capture. Our immediate priority is increasing the up time of our modules. Other key targeted milestones include deploying capex projects to improve the economics, synchronizing the plants to increase utilization rates and limit down time, learning more from 24/7 steady state, working on achieving a positive contribution margin in order to scale to sixteen modules and working on new strategic partnerships that will help us shift to capital light model over time. Thank you for your continued interest in Aqua Metals and we are now ready to take questions.

[Operation Instructions] Our first question comes from Colin Rusch with Oppenheimer. Please go ahead.

Thanks so much guys, and you guys are pursuing this capital light strategy, what do you think you really need from a partnership perspective and a resource perspective to execute on that vision?

Colin, thanks for the question. In pursuit of the capital light strategy that really puts us in a position where we can find the right execution partners that will be able to help us achieve the optimization of the plant at a greater level and focus on the plant operations while we at Aqua Metals focus on the technology development and evolution of the technology and delivering new capabilities associated with AquaRefining. So we believe that reaching out and finding partnerships on that execution side is just as important as the partnerships we've already established on the feedstock and offtake side with the likes of Interstate Battery and Johnson Controls. So it's our belief that that's going to be very beneficial for our evolution as we move forward towards that strategy.

And then as we think about positive incremental gross margins and operating margins from capacity growth or actually just ramping up the facility. How should we think about that from a timing perspective and then a growth perspective in terms of how those margins could expand over the next, let’s just call it 12 to 18 months.

Yes, so I’ll comment on that and ask Frank to add any additional comments, but I would say that the main objective that we have at this point in time is to improve the contribution margin with some of these capital upgrades and that has to do with recycling and reusing the electrolytes that we’re making, the AquaRefined lead with and other projects that are going to allow us to close the loop throughout the system and ensure that contribution margin is where it needs to be before we scale further because you don't want to be in a position of manufacturing losses, you want to be in a position of learning what you're doing and then scale once you've achieved that proper contribution margin. I’ll let Frank add to that if he'd like to.

Yes, as I mentioned in my prepared comments, we have a number of projects scheduled for later this year and into ‘19 that will address the recapture and recycling of the concentrate we use in the AquaRefining process. And those are the two largest Capex items associated with optimizing the margins in both contribution and gross margins. There are a couple other projects as well that we are rolling out in the coming six months that will have a less meaningful but nonetheless a positive impact on both margins and anticipate that all told we’ll reach that point in earliest 2019 sometime.

And so my understanding is that those projects are very well defined but there isn't any technology risk, it’s really just a matter of integrating the equipment and then operate and just optimizing the balance of the system. Is that the way we should be thinking about this?

Yeah, it really is because we're not really inventing anything dramatically new in that front, it's more planned capital upgrades that allow us to scale, they’ve got delayed until we could learn furthermore about what we needed on this spec of the machines and things like that. But they’re standard off-the-shelf types of equipment, so it's just a matter of execution and deploying them and getting them into service in our belief.

Our next question if from Sameer Joshi with H.C. Wainwright. Please go ahead.

So my first question relates to just the quantification of your contribution margins versus gross margins. Of the 4.6 million cost of product sales this quarter, what was the overhead and what was the variable cost. And part two of the question is, did this also include any of the improvements that you may have made to the systems to optimize products?

So answering your second question first, it did not include any of the improvements we've discussed with respect to capital expenditures and projects in the plant to improve the contribution in gross margins. So, all that what we expect on those margins is that margin improvement from capitalized to be all in future quarters. With respect to the breakdown, we haven't really disclosed that, but I will give you some insight into our ramp up process. And a considerable portion of the cost of goods at the moment is indeed plant management, plant personnel and floor personnel, so we have been increasing our employment on the floor as part of the process to increase our run time and the time at which the plant is staff and all those people require some level of training as well. So we’ve ramped up considerably the personnel in the plant which are expensed as incurred in preparation for expanding the scope of the duration of time we man and operate the plant.

And you have said that you're working on improving these margins. What is the breakeven revenue per quarter that you would breakeven that at the gross level?

We anticipate that we will have positive gross margins prior to getting sixteen modules running continuously, so somewhere in the twelve to thirteen model range continuous operations is where we will hit positive gross margins.

Actually that's a good segue into my next question which is once you have optimized the plant for four or less modules, what is the expected rollout or bringing deployment, [indiscernible] module, the timeline?

The modules are all in place and have largely been retrofitted for improvements that we have already determined need to be made. As we run continuously, the first couple modules we may learn additional items that would warrant upgrading the other 12 modules. With that said barring major changes, the ramp will be relatively quick because they are already in place and largely already upgraded for prior items that have been addressed.

Just one last one on the Interstate Battery renegotiation, was it only necessitated because of the key-man clause or where there other operational issues that needed to be addressed?

This is Steve, I'll take that, good question, the Interstate relationship really what we've agreed on a moving forward basis is multi-dimensional, it’s not only key-man element of it but it's also inclusive of the reduction in cost for Aqua Metals for the feedstock, which is probably one of the largest, if not the largest driver of our contribution margin. And it's also inclusive of further commitments that the two companies have made to each other to move forward on a very positive form inclusive of their waving of the Ebonex issue. So, we feel very good about the relationship with Interstate on a moving forward basis and are very excited to be moving forward with him.

That's a done deal right, it’s all signed.

Yeah, it’s a done deal.

Our next question is from Ilya Grozovsky with National Securities. Please go ahead.

Hi Steve, it’s Ilya. I had a couple of questions. One is that, what is the longest single module has run for you guys before being turned off?

Yes, we’ve run a module for 24 hours. We're although in 24 staffing of running multiple modules that just shift from 24 by four days a week 24 hours by seven days a week. The seven days a week 24/7 did commence this week. In terms of the actual runtime of the modules, the number of hours within those 24 hours, our utilization is going up on a general trend upwards, but we are not to-date in a steady state with those modules. That’s our next step in the process is to run if we need to fewer modules because of the upgrades of the capital equipment is to make the concentrate in order to run the modules that will allow us to focus on steady state of one to two and in plus modules from there as we move through the process. And we believe that that additional experience is going to lead to further improvements that will make while we wait for the capital expenditure improvements to be complete, so we get the right contribution margins so those gates what we will use in order to trigger the scaling of the plants.

So, what would be the downside of actually running more modules now, it sounds like you’re pretty close if you wanted to you could probably run multiples of what you’re now. And kind of look to put in various optimization and improvements kind of companies are always improving their process but why not start, what’s the downside of starting and kind of getting them all up and running if it sounds like it’s kind of a choice rather than an issue with any of the modules or the process?

It’s definitely by choice versus really limitation and the downside I would best define as manufacturing losses. And right now when it costs us negative margin to go to our experiential leaning process and these are the upgrades that we are making base on that process. All we are proving is that we are spending capital on manufacturing losses and we’ve got to preserve our precious cash and capital to ensure that we spend that on the right more durable types of initiatives like the Capex improvements and partnerships and things along those line. So, it’s really is more of a matter of choice than it is a matter of capability. In the past, we’ve already learned that we can run the plan flat out, that’s why you see higher revenue numbers from prior quarters and the prior years. Don’t measure us by our revenue today, measure us by our milestones. And the lower - right now, the reality is the lower the revenue is the less our losses will be reported in the following quarter until we connect everything else up in the system to justify the scaling. Hopefully that answers your question.

Okay, my last question is, you guys have said in the past, that you expect all 16 modules to be up and running by the end of this year, let’s assume the end of fourth quarter. Is that still the target?

We are in a position where we are not speaking to specific dates for when we are going to have a certain level of modules running and revenue milestones et cetera. And it is more of a process, it is a first of a kind technology. And again it is out of the proof of concept and it is in the execution phase, but still I could try to predict rates and times we are going to be at certain levels of production and I can almost guarantee you I’d be wrong. And so what I don’t want to do is put information out there that maybe incorrect later, both in the positive or the negative side. So we are just progressing through our milestones at this stage of the development of the company, although outqualify that as well that we do anticipate that we should be in a position to begin scaling somewhere between now and the end of the year further.

Our next question is from Bhakti Pavani with Alliance Global Partners. Please go ahead.

Just wanted to build up on Ilya’s question. When it comes to running or scaling all 16 modules, as you said, the downside has started toward create more negative contribution margin. Just wanted to quantify or understand in terms of quantification, what would be the percentage cost of running all these 16 modules if you had to today and your overall cost.

Yeah. So for AquaRefining process, particularly, the cost of the direct inputs less the revenue is positive, i.e., our feedstock cost exceeded the revenue guidance at the moment based on the electrolyte management and other items. And the range of that is probably, it is 115% to 120% to 1, i.e., we have a $1.15 to $1.20 in feedstock costs right now for every dollar of revenue in AquaRefining.

Also in terms of, talking about the capital project improvements that you were doing at the plant, just wanted to understand, are those improvements depended upon one upon another or do you guys have a flexibility of doing or implementing those project improvement all at once?

So they are not, most, if not all of them are not dependent on each other and are being put in place in parallel. There are different lead times associated with sourcing equipment and specking the equipment. So it won’t all come in together, but it is being done largely independently.

So when it comes to timeline, at this point, what is the timeline that you guys are projecting internally when all those capital improvement projects would be complete?

So it’s a continuum, if you will with the first couple of steps of that occurring in the next couple of months and the completion of those steps or projects over the span of time into 2019 at some point.

And to add some color to that Bhakti, these things are different elements of the process throughout the plant that again allow us to synchronize and connect together and make some batch processes more continuous. So we have more reliable feedstock of our electrolyte for the AquaRefining equipment as well as other projects that will help improve contribution margin by recycling and recapturing that electrolyte and therefore lowering our conversion costs to where the targets are for that. So they are not totally interdependent upon each other and they are on slightly different timelines, just because of one piece of equipment that’s on the floor today and another piece of equipment that’s on order and then the commissioning associated with each of those things to tie everything together.

Just one last question. With regards to improvement in contribution margin, once you have all this capital improvement projects completed and I’m assuming that you are going to test this improvement over the four modules for the extended period. Just wondering, do you anticipate an improvement in contribution margins further once you have all the exchange modules in operation?

We don’t see that there is a strong relationship between the number of modules and the contribution margin in that contribution margin is specifically predicated on the feedstock costs. We will certainly be testing the plant improvements on some number of modules over a period of time to ensure that everything is efficiently operational before we roll out the remaining modules, but because the contribution margin is specifically related to the feedstock costs, we don’t anticipate much of any change in the contribution margin between 1, 2 or 16 modules.

This concludes time allocated for today’s conference. I would like to turn the conference back over to Steve Cotton for any closing remarks.

Thank you. I appreciate everybody joining the call today and hearing the updates. As the new management, new board composition at Aqua Metals, we’re excited about the future. We see great opportunity continuing forward with the company and we appreciate everybody’s support and patience as we move from proof of concept into more of an execution phase of the business. There will be ups and there will be downs and we will succeed in getting op refining to the scale that we believe we can with the support of the team here at the plant as well as some potential partners and our existing partners that we already have in place, which have been fantastic as we’ve progressed forward. So thanks again everybody for the participation and confidence in the team and we’re here to serve the shareholders and build this enterprise value. Thank you.

This concludes today’s conference call. You may now disconnect your lines. Thank you for participating and have a pleasant day.