Greetings, and welcome to the Aqua Metals Fourth Quarter and Fiscal Year 2022 Investor Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. [Operator Instructions] As a reminder, this conference is being recorded. It's now my pleasure to turn the call over to Bob Meyers of Investor Relations. Thank you. You may begin.

Thank you, operator. And thank you everybody for joining. Earlier today, Aqua Metals issued a press release providing an operation update and discussing financial results for the fourth quarter and full year ended December 31, 2022. This release is available on the Investor Relations section on the company’s website at www.aquametals.com. Hosting the call today are Steve Cotton, President and Chief Executive Officer; Judd Merrill, the company’s Chief Financial Officer; Ben Taecker, Chief Engineering and Operating Officer; and Dave McMurtry, Chief Business Officer. Before we begin, I would like to remind participants that, during the call, management will be making forward-looking statements. Please refer to the company's report on Form 10-K filed today, March 9, for a summary of the forward-looking statements, and the risks, uncertainties and other factors that could cause actual results to differ 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. As a reminder, after the formal remarks, we will be taking questions. Questions will be accepted over the phone from analysts and other investors can submit a question using the online webcast portal provided in today's and last week's press release. We will take as many questions as we can in our available time slot. And with that, I'd like to turn the call over to Steve Cotton, CEO of Aqua Metals. Steve, the call is yours.

Thank you, Bob. And thank you to everyone who joined us today. The fourth quarter of 2022 capped a watershed year for Aqua Metals with several new milestones surpassed and continued progress scaling our innovative battery recycling technology, which we call AquaRefining. While we finished improving our lithium AquaRefining technology at both lab and bench scales earlier in the year, in the fourth quarter, we completed as guided the installation of our pilot scale facility and commenced operations. As a result, we are now recovering high purity metals through a first-of-its-kind regenerative electoral hydrometallurgy process. The input to our process is from black mass, which is made by our supply partners from spent lithium ion batteries. Our progress enables us to continue advancing our discussions with prospective partners as we share samples of key products, such as our directly recycled lithium hydroxide for high performance batteries at representative industrial scale. Our continued progress during Q4 affirms our confidence that this will be a transformative year for Aqua Metals as we move from concept to production and from a vision of clean metals recycling to operations and revenue. I couldn't be more proud of the work our entire team is performing and have never been more confident in our company and our prospects for the future. The era of lithium ion batteries is upon us. From electric passenger and delivery vehicles to energy storage systems and portable devices, lithium ion batteries are everywhere. We are now at the precipice of the transition from the economy primarily powered by fossil fuels to one built upon clean energy sources and the required critical minerals to repeatedly store and then release that energy. But even as the extraction of resources like lithium, nickel and cobalt ramps up globally, many of these metals are in…

Thanks, Steve. Let me start my comments first with our balance sheet. As of December 31, 2022, we had total assets of $33.5 million and working capital of $10.9 million. We ended the year with total cash of approximately $7.1 million. And as a reminder, we expect to collect the remaining balance of 2500 Peru asset sale of approximately $12 million by the end of March. Part of the proceeds from this cash collection will be used to retire the $6 million non-dilutive note with Alpen we secured in 2022. Cash on hand and cash received from this asset sale significantly cover the cost related to our pilot plant and general corporate needs for the remainder of 2023. We also saw during 2022 an increase in property and equipment related to the equipment installed for our pilot plant and for equipment installed at ACME. And subsequent to year-end, we completed the purchase of a building and property from an unaffiliated party located in TRIC for $4.275 million. The land total was approximately 5 acres and the building is approximately 21,000 square feet. The company intends to redevelop the existing building and install our first commercial scale lithium AquaRefining system. And the purchase was funded with a $3 million note. There were no other significant changes to our balance sheet since our last quarterly report. So, I'll move on to the income statement. We had no commercial production during 2022 and, as a result, no significant revenues were generated during the year. Research and development costs increased by approximately 94% for 2022 compared to the year ended December 31, 2021. Again, these costs included expenditures made towards building out and commissioning our pilot facility. General and administrative expenses increased approximately 1% for the year ended December 31, 2022 compared to the…

Thanks, Judd. I'd now like to have Ben Taecker, our Chief Engineering and Operations Officer, speak about the pilot plant.

Thank you, Steve. As Steve mentioned, in December, we completed equipment installation and began operating our first-of-kind lithium AquaRefining battery recycling facility at our innovation center in the Tahoe-Reno Industrial Center. The facility is the first pilot scale electro hydrometallurgy battery recycling facility in North America. The fully automated pilot is operational, enabling clean, safe and immediate recovery of valuable critical minerals from spent lithium batteries. As a reminder, the facility utilizes electricity to recycle black mass rather than chemicals, fossil fuels and high temperature furnace operations. Our proprietary patent pending technology is a low emissions, closed loop recycling solution capable of recovering all valuable metals and minerals including high purity lithium hydroxide, cobalt, copper, nickel and manganese dioxide from lithium batteries. Lithium AquaRefinery (sic) [AquaRefining] utilizes electroplating powered by electricity to recover metals, enabling low cost and efficient production of high purity products. In the weeks following the commission of this plant, we began successfully recovering critical battery metals from spent lithium ion batteries at production scale throughout our electoral hydrometallurgy process. The first product recovered was high purity copper, a metal that is essential to building a domestic battery manufacturing industry. More recently, we recovered high purity lithium hydroxide directly from lithium battery black mass. The recovery of lithium hydroxide significantly improved the economics of recycling both lithium ion batteries, as well as other battery chemistries, like lithium iron phosphate, or LFP, where lithium makes up a majority of the valuable material in the battery. Over the coming weeks, we expect to recover nickel, cobalt and manganese dioxide, recycling all the valuable minerals within a common black mass feedstock. Because AquaRefining is designed to remove trace elements and recover these pure metals selectively, we believe that the design of our innovative lithium AquaRefining system can process feedstock with varying concentrations of minerals and adapt to future changes in lithium battery chemistries. I'd also like to emphasize the lithium hydroxide is often preferred over lithium carbonate or other lithium salts for cathode material and electric vehicles and energy storage systems due to its ease of use in manufacturing and superior electrochemical performance. We believe this aligns Aqua Metals with the current and future needs for our potential partners in the battery manufacturing ecosystem. Our goal with the pilot is to demonstrate that lithium AquaRefining is an economically superior process that offers a low cost solution to recycle critical minerals and achieve net zero emissions. In addition, we have recently laid out a phased commercial development plan for our new recycling campus, with space for more than 10,000 metric tons per year of recycling capacity. Lastly, we have a lead AquaRefinery operation with our partner and licensee, ACME Metal, in Taiwan. ACME and Aqua Metals are currently in discussions about the next phase of that relationship. With that, I'll turn it back over to you Steve.

Thanks, Ben. And thanks to you and your team for delivering on our vision and commitment, for getting our innovative pilot plant up and running. I hope many of you on this call can visit the plant over the next few months, as seeing it firsthand can really help and internalizing what we have created is truly special. I'd now like to have Dave McMurtry, our Chief Business Officer, speak to our commercial initiatives and partnerships. Because this is the first time Dave is participating in our quarterly update call, a quick intro. Dave was appointed Chief Business Officer in July 2022 from his previous role as chief strategist. He's a talented Silicon Valley tech executive with experience in renewable energy and international market development. For the prior 25 years, Dave has held multiple global executive positions including with Intuit Inc. and Habitat for Humanity International.

Thank you, Steve. As Steve noted, my passion for renewable energy led me to offer metals. And as a global business leader, I know our technology will make a lasting difference. Our team is strategically pursuing multiple paths to scale the growth of AquaRefining, which will reduce the need for mining. Our sustainably recycled lithium batteries can help ensure a robust supply of critical metals to meet the bipartisan infrastructure law and the Inflation Reduction Act's ambitious goals for domestic content and enable us to share samples and advance our discussions with prospective partners in battery and cathode manufacturing. We have already signed a letter of intent with Dragonfly Energy Corporation, a lithium ion battery producer and a nearby neighbor here in the Tahoe-Reno area to provide Aqua Metals with spent lithium ion cells and manufacturing scrap as well as for the purchase of commercial quantities of lithium hydroxide from Aqua Metals. Our expectation is that Dragonfly will deploy our lithium hydroxide in the next generation solid state lithium ion battery technologies and future manufacturing activities. Our goal now is to rapidly build out our partnership network. Dragonfly is a key example. We expect to add others both in the Reno-Tahoe area and globally. We are in an active discussions with cell manufacturers, black mass providers, cell component manufacturers and CAM, or cathode active material, manufacturers. Potential partners who have already reviewed our process flow sheets and mass balances under NDA have and will continue to visit our innovation center pilot plants. We have conducted demonstrations of our proprietary process, showing both the process firsthand and the resulting materials we recover from black mass. We anticipate this will lead to additional partnerships. A key near-term focus is securing additional offtake partners to whom we can sell predefined quantities of recovered…

Thanks, Dave. Dave mentioned our new commercial facility. Let me spend more time on that important topic. In mid-January, we entered into a $3 million loan agreement and purchased a building in McCarran, Nevada just east of Reno and not far from the Reno-Tahoe International Airport. And in fact, about a five minute drive from our lithium AquaRefining pilot plant at our Innovation Center. We intend to commence phased development of a 5-acre recycling campus developed at this site. Ultimately, this site should be able to process more than 20 million pounds of lithium ion battery material each year, representing significant revenue for us. We selected this site after a rigorous due diligence process and believe this will be ideal home for our initial commercial operations. Nevada is the only US state with companies across every facet of the lithium battery supply chain, meaning mining, cell and battery pack manufacturing and now sustainable recycling. Our state-of-the-art recycling campus will be in Tahoe-Reno Industrial Center, the epicenter of the region's growing battery ecosystem. Our first step, which is already underway, is modifying the existing building to meet our needs. We will install a commercial scale lithium AquaRefining system, capable of recycled 3,000 tonnes of lithium battery black mass each year. We expect to complete the redevelopment of the current phase and finalize equipment installation this year and to commence operations at the new campus in early 2024. Over time, we anticipate expanding with additional buildings on the 5-acre site, with space for up to 10,000 tons of processing power each year in one integrated campus complex. In summary, we're really excited about the progress we've made and we believe we are on pace for a transformative year in 2023. I'd now like to answer any questions with the team here that you may have. And we'll turn over the call to our Investor Relations partner, FNK, to moderate.

[Operator Instructions]. And our first question comes from Sameer Joshi with H.C. Wainwright. Please state your question.

Just a few clarifications on the partnerships. On the ACME front, you said next steps are being discussed. Can you give a little bit more information on what kind of steps are being contemplated there?

On ACME, the site is up and running as a showcase last quarter, which was just really several weeks ago, and now we're doing showcase demonstrations with our partner there, ACME in Taiwan, to various stakeholders. And I'll ask Ben to infill some further detail from the operations perspective.

We're currently working with ACME to bring through key stakeholders, including key government agencies in the region of Taiwan, and working with them to find out our next steps which we should be announcing soon.

On the Dragonfly front, I think you mentioned specifically solid state batteries that they're planning to develop and manufacture and you will be supplying lithium hydroxide for that. Are your other targeted customers also in the solid state space or are they in the non-solid state spaces?

Yes. Our marketplace is not only solid state, such as the lithium iron phosphate, which is actually cobalt and nickel free for Dragonfly Energy, which we can talk about as well, but the overall market allows us to address multiple. And I'll ask Dave McMurtry from the commercial perspective to infill that.

Our first publicly announced deal was the letter of intent from Dragonfly, which, a little more information, we accept their manufacturing scrap and then we sell them the lithium hydroxide. We're actually bringing through NDA and I can't list through many of the similar companies to Dragonfly to come in and see similar partnerships where we take their scrap and return them with our offtake products.

Just help us visualize what is exactly happening at the pilot plant. I think you mentioned high purity copper was produced and now you're working on lithium hydroxide and then subsequently on nickel, cobalt and manganese dioxide. Is the same black mass used over and over again and you're extracting these one at a time? Or how is it actually happening at the site?

I don't know if I completely understand the question. But the black mass that we bring into the system, it's a one pass through our operation, and we're able to recover in the high 90% of all the metals in that black mass. And anything that we do not recover or leach out, it's just a single pass through, it's not a circular system,

So, copper, nickel, cobalt, all these metals are extracted at the same go?

Yes. One pass through and we are able to fully recover each one of those. There's different product cells, but they're all in series. So as we remove the copper, then it goes to the next stage where we recover the next metal and so on.

Just one more question on the actual results for the December quarter. It seems both the G&A as well as the R&D numbers are lower sequentially, and it is actually the lowest quarter of the year in terms of GAAP operating expenses. Should we expect these levels going forward? Or was there anything special in this quarter?

This is Judd. So, our R&D costs will actually go down in 2023. There's a lot of R&D expense related to getting the pilot plant up and running. And so, now it's just running things through that plant and getting ready for expansion in the future. G&A, we'll see a slight increase. We were happy that, for the last three years, our G&A have been pretty close. Try to keep that cost in line. And we'll see some of that increase as we're expanding this year into pilot operations and trying to get ready for the new campus that we're building out. We'll see some of that increase as we go throughout 2023.

And our next question comes from Colin Ruschwith Oppenheimer.

Can you talk about where you're expecting to exit the quarter from a cash position perspective? And then also, how much of that receivable you still have left? It looks like about $2.5 million that will still be there exiting the quarter?

We expect to be in a very healthy cash position by the end of this quarter. We ended the year with $7 million. We expect – it's been communicated and even press release going out from the company buying the 2500 Peru location that that will close by the end of this month. So just three weeks from now, those funds will come in. And so, we should be in a really good, healthy cash position. That does a couple of things for us. It keeps our cash balance strong, which we've been successful in the last few years, always keeping a healthy cash balance. It helps us to fund our pilot operations and our G&A throughout the rest of the this year.

On the partnership pipeline, can you talk about just the order of magnitude of the number of partners that you guys are engaged with and kind of how mature those conversations are at this point?

This is Dave. We're very excited about our coming year because the pipeline is very full. And they – again, I can't share names, we're under NDA, but they are the largest, both offtake and feedstock providers, meaning those who are making black mass – we're talking to the biggest three, those who are taking black mass and turning it into batteries or other products are also the largest in the categories. And they're very mature. So we're very excited about the coming year.

I'll now hand it over to Bob Meyers to continue.

We certainly have some questions coming in on the portal. And I'll jump right in. So, first, this is in the grants and government relationships area. Can you offer additional details about your efforts with the DoE and the grant status and how those efforts are going kind of overall and in general?

This is Dave again. So, I recognize I hit the government category a little quickly. It might be worthwhile to spend another minute explaining the process. So for those who haven't been watching the DoE or understand the IRA and how it's different from the BIL, the bipartisan infrastructure law, it's the latter, the BIL, that has set aside $6 billion for this space. $3 billion [indiscernible] Department of Energy, the DOE. The first $3 billion – first round went out this year. And it was in the first three categories of the DOE, which is extraction, processing, and component manufacturing. We expect the second round to be further downstream in cell pack manufacturing applications and recycling. For those who aren't aware of the DoE process, it's three steps – an RFI where they are requesting information, there is a concept paper where you write three to five pages on your solution to their problem, and then finally, if you receive a letter of application, which is a minority of the concept papers, you receive a letter of encouragement to a write full application. We have received a letter of recommendation on our most recent grant, 2768, which means we are encouraged to continue based on our concept and technology is a solution to a problem the DoE thinks needs to be solved. So we are prepared now. We have a full team staffed, which includes our DC based advisors, to respond to multiple FOAs or funding opportunity announcements that come from the DoE. And we'll have a lot more to say about this, as well as future FOAs very soon.

We touched upon this a little bit with some of the questions from the analysts. But there is a move toward some of these LFP batteries. And can we talk a little bit about how that affects us?

This is Ben. Fortunately, for us, because we're able to recover the lithium, it doesn't have near the effect on us. Lithium is one of the more valuable metals in the recycling stream that we're able to recover in a hydroxide form. So, we're currently recycling that today as part of our mix. And we expect that that will likely increase in the future and we're prepared for that. And we think we can create a process flow that effectively processes that as part of our mix. Also should be noted that our first partner is actually an LFP manufacturer, Dragonfly. So, we're working closely with them both on ontake and offtake.

A couple questions coming in about the campus facility. And maybe we could talk a little bit about that from a strategic standpoint, the location, our kind of vision of that campus, if you can.

This is Steve. So, the strategic value of the campus being nearby is very helpful for us because our engineers, scientists and commercial team are all based out of the Tahoe-Reno area. And so, that allows for our first plant incarnation on a commercial level to really be closer to home and for us to really be able to move as quickly as we can. Over time, as we talk to the partner network that Dave was talking about, there are partners that have opportunities with the deployment of our technologies at other locations. And we're going to consider those, and we will probably have more to say about that in the longer run. But the real birthplace and the key anchor for us, it has been and always will be right here in Reno in Nevada, the lithium state.

Maybe this is related to that because there's some questions about kind of longer term vision, we've outlined the campus and we have a couple of different business models with the different minerals. Can you maybe talk about how we see the lithium business playing out? And is this possible that leads into other business models in the future?

Our primary business model with the lithium AquaRefining is really to build and operate plants and enjoy all the profits associated with the creation of the various minerals that we create. But the partnership opportunities can also enhance our revenue opportunities and even affect our business model. Now, I'll ask Dave to comment on different kinds of arrangements other than just solely owning and operating that we could potentially consider with some of these partners.

This is Dave. And we're talking now with many partners who have extended their businesses beyond NMC. Quite frankly, the categories of batteries, the chemistries we're now talking about going high nickel, which is a nice way of saying low cobalt because of the geopolitical challenges of cobalt. If you're unaware, 70% of the world's cobalt comes from one province in the DRC, which is a politically challenging. People also in other categories like data centers and ESS are wondering about different types of chemistry. So the beauty of the Aqua Metals technology is that we are not NMC centric. We can use our technology, our clean and renewable technology to work on very different battery chemistries. So we are broadly able to serve many different sectors.

Another question here around the – as we anticipate minerals and materials, offtake partners, opportunity to sell these into the commodities market, are we able to talk about high level kind of revenue predictions.

From a revenue perspective, the good news this year for Aqua Metals that we will be probably the first company in the US and North America to enter revenues for the minerals that we produce from – that we derive from black masks. But because we're at a pilot stage, it's not going to be a gigantic amount of revenue in 2023. But that will start to change as we get around the corner into 2024 with phase one of our campus deployment. And I'll ask Judd to comment on what his views are and the revenue model as he is the CFO.

As Steve mentioned, we will see revenues this year from the pilot operation, not huge amounts, but starting to head in the right direction. Where it gets more exciting is when we start building out and getting the pilot or the demonstration and commercial phase one at the campus facility going. So, we predicted that and modeled that that first phase could generate about – or it could process 3,000 tons of black mass through that. And so, if you think about that and start to model that, we look at what is the value of the metal in that black mass per ton. And we're seeing anywhere, at today's metal prices, between $20,000 and $30,000 worth of metal. So, that first phase could generate 60-plus-million-dollars of revenue. The campus is intended to be built out to a total of 10,000 ton capacity. So, once we get that first phase one up and running in 2024, we'll begin developing and constructing and installing equipment in the second phase to get it up to that 10,000 ton capacity. So that gives you a little bit idea of like what the potential is and where we're heading.

And there's a question here coming in on the portal around patents and the pending patents that we have around AquaRefining? Can we talk about that a little bit?

We've submitted the patents in the first half of last year. So we're expecting those patents come through anytime now. We're somewhat at the mercy of the other governments reviewing them, but we're excited that we could be announcing those very soon.

[Technical Difficulty]

Could you maybe restate the question? It cut out.

Okay, sorry. This is related to the pilot plant and building out the new building on the Waltham campus. We talk about [Technical Difficulty] time and days, how we think about scaling pilot plant as we want to start moving equipment and building out the new campus.

Let me give you an update on the pilot plant and then what we're calling our demonstration plant which is the larger 3,000 metric ton plant that Judd referred to. This is Ben. At the pilot, we're currently going through the commissioning phase. So we're seeing the metals work through the system. As we're charging the system with more and more black mass, we're seeing that push through is kind of how the process works. So, we're going to see in the near future the rest of the array of the metals coming through. We're currently operating on a 16 by 5 schedule and we'll be ramping to a 24 by 5 schedule, which will really help to throughput in the near future and allow it to reach steady state and maximize the throughput of the operation. So, we're going to see that ramp quite quickly here over the next couple of weeks. On the demonstration plant, so we're going to be designing and building for a full 3,000 metric tons of capacity at that operation. And once we get that system installed, we'll do a similar type of a ramp where we'll see that number go up over the course of two to three months as we make it through the commissioning system and fully charge the system.

That was the last question coming in on the portal. So I think we can start to wrap up.

Well, thanks, everybody, for joining the call today and lots of great questions. And we're always here for follow-ups. We also are here if someone wants to come and see the facility. Now that we're operating, we can arrange that. We've been prioritizing, as I said in the past, strategic visitors. But as we continue through this quarter and into next, we anticipate we'll be able to take more people through the facility and show everybody how special it truly is. And thanks again, everybody, for your time and we look forward to further updates in the near future.

Thank you. This concludes today's conference. All parties may disconnect. Have a great evening.