Good afternoon, and welcome to the Aqua Metals Fourth Quarter Financial Results Conference Call. At this time, all participants are in a listen-only mode. A question and answer session will follow the formal presentation. [Operator Instructions] Please note this conference is being recorded. I'll now turn the call over to our host Bob Meyers with FNK IR. Bob, please go ahead.

Thank you, operator, and thank you, everybody, for joining. Earlier today, Aqua Metals issued a press release providing an operational update and discussing financial results for the fourth quarter and full year ended December 31, 2023. This release is available in the Investor Relations section on the company's website at aquametals.com. Hosting the call today are Steve Cotton, President and Chief Executive Officer; and Judd Merrill, Chief Financial 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 27th, 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 all other investors can submit a question using the online webcast portal provided in today's and earlier press releases. We will take as many questions as we can in our available time slot. To start the call, we will show a brief video that highlights our progress. For those that have dialed in, you will be able to hear the narration and replays will be available on the website. Steve will lead the call from there. [Video Presentation]

To initiating commercialization and we enter 2024 advancing our commercial activities. First, our pilot plant now has over a full year of operations and learnings and is currently operating 24 hours a day and five days a week. The pilot has been producing nickel, cobalt, lithium hydroxide, lithium carbonate, and other valuable materials that we've been using to validate our capabilities and for providing representative materials, shipments, to an expanding list of existing and potential customers and partners. Unlike other moonshot approaches with cost overruns and delays, our commitment to pilot has served to de-risk our process, capitalization and projected operating costs for our commercial-sized Sierra-ARC facility. The Sierra ARC campus is located right here in Tahoe-Reno Industrial Center. And Phase 1 of the arc scales our production from the pilot to 3,000 metric tons of black mass processing, which is an engineering best practice, 30 times increase over our pilot production. Importantly, development of the Sierra ARC remains on time and under budget. Judd will speak more on the budgeting side, but our ability to upfit the existing building, design, build, commission, equip, and calibrate a state-of-the-art commercial scale facility in a short timeframe with prudent spending is a testament to the hard work and accuracy with which we planned the growth strategy of the company. We continue to add key personnel to manage this facility and to expand our industry presence. Simultaneously, we have secured our input feedstock supply of black mass. We expect Phase 1 of the Sierra ARC at its full nameplate capacity to generate approximately 30,000 average EV battery packs worth of critical battery minerals on an annual basis, or roughly $30 million of revenues at today's metal prices. Because of the inherent economic advantages of ARC refining, including full recovery of all valuable minerals,…

Thanks, Steve. Our 10-K report is finishing up some final reviews with the auditors as we made a switch from one audit firm [indiscernible], who is no longer doing public accounting company audits to four of us, a top 10 accounting firm with extensive public company experience. These final reviews will be completed shortly and we expect to file the 10-K on time before the April 1st deadline. Since the 10-K hasn't been filed yet, I am not able to share as many financial metrics on today's calls as I normally do. However, I am able to share some key financial information today. Let me start with the balance sheet. As of December 31, 2023, we ended the year with total cash of approximately $16.5 million. Cash on hand will support costs related to operating the pilot plant, general working capital and the ongoing outfitting and commissioning of the Phase 1 of the Sierra-ARC. As Steve discussed, the buildout of our Phase 1 commercial facility is on schedule and under budget. It has been a priority for Aqua Metals to accurately forecast the capital needs of our phased growth plan. There were no other significant changes on our balance sheet since our last report, so I'll move to the income statement. For 2023, we were focused on executing our operations at our pilot plant and the buildout of our commercial facility. The cost related to plant operations were approximately $6.3 million for the year. During the year, we did record modest revenue service fees from the successful completion of the NRE, or the Non-Recurring Engineering Agreement, with 6K energy. Research and development costs decreased approximately 4% compared to the year ended December 31, 2022. General and administrative expenses increased approximately 19% for the year ended December 31, 2023 compared to…

Thank you. We'll now be conducting a question-and-answer session. [Operator Instructions] Our first question today is coming from Michael Legg from the Benchmark Company. Your line is now live.

Thanks. Good afternoon and congrats on all the accomplishments to date. Wanted to touch base on how much CapEx is left on Phase 1. And let's start with that and the cash needs I want to get into. Thanks.

Yes. Thanks, Mike. So we are from year end through the rest of this year, there's about $18 million to $20 million left on the CapEx needs to finish up the plant, which we've already spent some of that in Q1.

Okay. And then when you -- and then operational from the G&A burn, how much more do we expect to burn over the quarterly?

So on a quarterly basis about $5 million per quarter.

Okay. And we expect to hear back from the USDA. Give me a little more detail on the requirements to get approved by the USDA? And why you think you have a good shot at getting it?

Yes. One of the biggest things that the USDA wants is to see that we can create jobs in a rural area. And that's exactly where we're at. We've actually got a USDA loan guarantee when we started the lead recycling back in 2018. So they like this type of area. They like the type of company that's creating jobs and bringing more industry to these areas. And so, that is an important step. And then we went through all the process that they require, which is completing a feasibility study, which we did, which was positive, it was done by a third party. We completed an engineering study by a third party, which we did, and turned those in. They like to see some operations, and so our pilot plant operated all last year and so that's positive. So there's a lot of positives there to protect the boxes for the USDA requirement.

Okay, great. It's good to hear. And then as you get closer to commercial production and the pilot plant has proved out, what type of inbound requests are you getting from possible clients? And then long-term, how much of the production do you want to have contracted out [indiscernible]?

Yes. So this is Steve answering your question. Good to see you -- to hear you Mike. So for the makeup of our offtake, we announced yesterday in partnership with 6K Energy that we're going to supply 30% of their PlusCAM facility. And that is equal to around $50 million a year as that facility gets up to its full capacity at today's mineral prices. And then in our full campus environment, that would be a portion of our output, because it will produce more than that. That allows us to continue to find other off-take partners, and we are having a lot of meetings to develop those relationships. And it also allows for us to work with 6K Energy to have them incorporate 30% recycled materials into their processes through the technology that we develop for them through the non-recurring engineering project that nitrates the metals that they can get from us and they can get from other sources, mined or otherwise, so they can fulfill their needs. So it's a really good symbiotic relationship where neither party is totally 100% dependent upon each other for our offtake or for them for their supply. And then we also have optionality and the ability to continue to develop our relationships with other offtake partners, for which we're meeting with a lot.

Great. Congrats on your accomplishments. Look forward to seeing the rest of your pan out. Thanks.

Thanks.

Thank you. Next question is coming from Sameer Joshi from H.C. Wainwright. Your line is now live.

Thanks for taking my questions. Just a clarification on the previous answer. The $50 million potential is once you ramp up to the total 30% of their capacity, right?

Yes, Sameer. So their capacity of the PlusCAM facility that will be in Jackson, Tennessee, is being built as we speak and turned on later this year. They will reach a capacity that will -- in order for us to fulfill 30% of that capacity, will be in the Phase 2 by then of our Sierra ARC development. And Phase 1 is, in today's metal price, is worth about EUR30 million of revenue. Phase 2, pretty much triples the capacity or more of the phase 1 facility. So that's how those numbers work. We'll need to get Phase 2 built ultimately to fulfill them as they ramp to their full capacity.

Yes, understood. That's what I was trying to get to. Thanks for that clarification. On the cash flow front, the $5 million per quarter, does that include the category of cost of plant operations? Is that also included in addition to SG&A and R&D?

Yeah, that's correct. It includes production, ramp up, and R&D.

On the Dragonfly Energy, I know you briefly touched on it, but what are the next steps and are there any milestones that we should expect next year, I mean during 2024 and 2025?

Yeah, so it's really exciting what we've already done together with Dragonfly, where we provided them the lithium hydroxide right out of our pilot plant processes. And they've taken that lithium hydroxide and incorporated that into their advanced dry deposition LFP battery technology, which has solid state, silicon anode, etc. And that gives them the opportunity to take our lithium, produce cells, and cycle those cells and prove it out, which they've already done. And the next steps are as they continue to develop their pilot line for ultimately their gigafactory production capabilities right here in Tahoe-Reno. They're going to need more and more lithium. And that's another off-tape partnership that we're working out with them, much like we've already worked out with 6K. And that's a local partner right here in the state of Nevada that we're really excited about continuing to develop that relationship as they develop their gigafactory operations over time.

Understood. And then the last one, the equipment that is with ACME, is that -- where is it located? And like, it has been written off as of now, but I think you mentioned that it can still be used for demonstration. Who is in control of that equipment and where is it currently?

Yeah, so that installation is sitting near Taipei. So it's really Taipei, Taiwan. And our partner ACME that's there has that equipment on the ground and runs it from time to time. We actually still have quite a few interested parties that we're engaging with that are very interested in the lead technology and that is more of our licensing only solution for the lead technology to focus our capital efforts on the build, own and operate of the lithium. But that still serves as a showcase display. And we'll, for example, we're planning currently to visit that with one of the prospects from Southeast Asia that we're engaged with to talk about licensing lead recycling to in the coming month or so. And so that is a great showcase facility that just happens to have an accounting rule that required us to do what we had to do to comply with the GAAP accounting. Doesn't mean that the investment made and the showcase effect of the facility is any different. And our partner at ACME is very excited about continuing to work with us and show that technology to other parties and participate in potential business dealings.

Thanks for that color. That's all for me. I'll take other questions off line. Thank you.

Great. Thank you.

I'd like to turn the floor back over to Bob Myers for further Q&A.

Thank you, operator. The first question is on 6K. What does the supply agreement with 6K mean for the company? And how long do you have until you need to start to sending them recycled materials?

Yes. Great question. So we're really excited about getting the supply agreement finalized, which is the first of some more agreements that will come down the line that our memorandum of understanding outlined. That's a real pivotal event for the company and really the industry, because together we're establishing the first sustainable circular supply chain for all these critical battery minerals right here in the US. We think between our technology and 6K decarbonized technology, we really are that first. And it's really another validation of our off refining technology with the partners that can absorb large quantities of our processing capacity. And we'll be sending them some initial amounts of recycled lithium carbonate this year in 2024. And that's going to start ramping up to larger quantities of all the various battery minerals as we get into 2025 and beyond when we get the Sierra-ARC fully up and running in Phase 1. And again, that's really a foundation for additional agreements with 6K that we're working on now, which includes things like co-locating another ARC that's right next to their Jackson, Tennessee facility for which we've sent teams out to workforce development and engineering and land allocation and all the things associated with the co-location type of an agreement. So there's more to come with 6K and this is a really foundationally established first big step in the partnership and both companies are really excited about it.

Thank you, Steve. Next question. You mentioned the Sierra-ARC is currently on time and budget. Can you share a bit more detail?

Sure. The fact that the Sierra-ARC is on time and on budget, I think, is really truly a validation of our phased growth strategy. Unlike others in the industry, we took a painstaking detail of time and effort and resources to go with the pilot and pilot the technology first and outfit the new plan ultimately with lower and more predictable overall capital spend, which helps us to stay on time and on budget because we took that disciplined approach. It also took a lot of financial discipline to work with the various suppliers and any expected delays and unknowns that are in the supply chain because we had already gone through that supply chain a bit to get the pilot. So it's more of an established, mature supply chain for us now that gives us that confidence in time and schedule and costs and all those things. And then as we showed in our opening video. For those of you that are called in, you can also see that video on our Aqua Metal site. Just click on Media, and then go to the blog. It will be the first entry there under the blog area. But that video shows the significant progress we've made. And our current future off-take partners are really eager to see us get to that production stage. A lot of the folks that we're engaged with beyond who we've already announced are really supporting our efforts and working with us to take those sample materials and then get that and that those sample materials are coming from the pilot and get that to the stage where they can sign up their offtake agreements for the Sierra-ARC as well. So that upfitting of that plant is really being finalized and the video shows the inside of the plant ready with the equipment platform and the brand new base floor. We now have epoxy in the floors even subsequent to the filming of that video and the equipment is ready to get staged and put in and we'll be turning that plan on this summer. And again, on time and on budget, really driven by our disciplined modular approach, where we took the pilot and really had that informed the build of the plan.

Great, thank you. The next question, can you elaborate a bit more on the path to revenue generation?

Yeah, absolutely. Aside from the non-recurring engineering that we've already received from 6K Energy to develop the nitration technology which we're going to be finalizing that whole project in a matter of a few weeks. The pilot plant output really serves more strategic purposes as providing samples to our partners and that has been really going well where we provided the lithium and the nickel and the cobalt to various partners that are out there. Some of that material, of course, has gone through 6K where they've taken that material and produced cathode-act material to get that into the hands of cell manufacturers and automakers and the like. So the Sierra-ARC is really what's commercially focused to grow revenues and drive profitability for the company, starting with that Phase 1 at that 3,000 tons per year. We expect we'll be able to produce materials from black mass that we introduced this summer in 2024, and the production ramp to saleable quantities late 2024, but certainly as we get into Q1 of 2025 and work through revenue recognition. But production is still slated to commence as we get into the latter part of the year after this commissioning is complete.

Thank you. Now the next question. On the funding side, can you offer an update on your capital needs and funding and the status of the USDA in particular and other options, as you talked about on the prepared remarks?

Okay, Bob, I'll take that question. As we've discussed, the USDA or another lending mechanism is important for us to finish the buildout of the Phase I Sierra-ARC. On the USDA, the application has been filed and submitted and from our understanding has gone through the initial review process on their side. So I think there's a final committee that has to still meet and review. So we should be hearing back soon on that. Now the government kind of takes longer than we'd like it to, but I think we're very close to hearing back. And we like the USDA loan because the debt service is pretty good. Just the terms make the debt service good. Cost of capital is a little better than some of the other options out there. But we have been talking to other lenders because the USDA has really kind of meant for funding that Phase 1 and there's this opportunity to not only fund Phase 1, but think about how we contemplate Phase 1 and Phase 2 through a funding mechanism through additional debt lending. And so those discussions are ongoing. We're having some meaningful discussions with some potential partners that we really, really like and think will be a good fit. So even if we didn't get the USDA, we could use those guys to fund Phase 1, potentially Phase 2. If we do get the USDA in place, we can use these guys to fund Phase 2 starting next year. So there's a lot of groundwork being done to make sure that we protect our ability to move forward.

Thank you. Moving back to some partners on Yulho, when do we expect to get closer to an agreement and more updates on that partnership?

Yeah, so I'll take that one, Bob. So the productive trip we had late last year to South Korea, seeing Yulho's black mask facility really made a lot of proof to us that they're on the precipice of turning that facility on. And in fact, it was materially complete at the end of last year, and initial commissioning and things like that have been happening subsequently. And it's an impressive brand new facility with state-of-the-art technology where the crushing technology, etc. Is actually developed and -- designed and developed in South Korea. So they're not importing stuff to do that. They're developing that technology right there. And they're currently working on permits, the final environmental permits to operate and start putting batteries through. And one of our team members is actually over there right now witnessing some of the initial activities associated with preparing to do that. And then we'll be working with Han Yang University there to evaluate those materials and provide assays and things like that. So that's really the setup for us to continue our conversations in the coming months where we work out what the licensing agreement looks like with them on a final negotiation. And pending the success of those final negotiations, they would begin building what looks a lot like the Sierra-ARC Phase 1. So the engineering package is already complete and it can move very quickly to put up a process that looks an awful lot like Sierra-ARC Phase 1. So as we have those conversations and material items developed, we'll continue to provide updates, but we're very excited about the opportunity that we have still with our partner and investor with Yulho Materials.

Great, thank you. Related to ACME Metals, you indicated earlier there were some non-cash impairment charges. Can you review that in a bit more detail?

Yeah, so it's really a GAAP accounting exercise when you look at assets. We've been pretty clear that our focus and our, a lot of our capacity and time and efforts related to the lithium side of the business. And that doesn't mean that things aren't going on the lead side, but when you look at the assets specifically sitting over there in Taiwan that we had listed on our balance sheet, we kind of went through that GAAP checklist of items and just concluded that it would be better off and more appropriate for the accounting to just write those down. But at the same time, the statement that we made that it's still available, it's still operational, it's still a showcase, it's still optional to advance the led side of the business, it's still intact.

Great, thank you. There was another question here about cash burn and if you could talk a little bit about what you see going forward.

Yeah, as we stated, I think with a couple of questions from before, we have additional CapEx related to the plant. It was one piece, and the other piece is just the ongoing cash needs for OpEx and G&A of about $5 million per quarter.

Thank you. Next question, how many tons of black mass is the pilot plant currently processing per week?

So, the pilot plant is scaled to be one-thirtieth of the size of the production plant. So that allows us to really operate around 50 tons to 100 tons per year of processing capacity. And that capacity is black mass input. And we'll continue to take those materials that we're already producing from the pilot and using that for samples and sample quantities, which are significant. They're not in grams or kilograms, but more than that, to the various folks in the industry. So that's really the purpose of the pilot is to produce those materials and get those into the hands of all the various announced and then ultimately unannounced partners so they can evaluate and qualify the materials that will be coming out of the Sierra-ARC when that comes online.

Great, thank you. What is the typical lithium yield from 1 ton of black mass?

Yes, the easy but confusing answer is, it depends. And it depends upon the makeup of the material. What's really great about our technology is that, we've been able to process lithium maybe with a 5% composition in the black mass to maybe a little bit more than that, all the way to a much higher percentage in things like cathode powder. So we're very flexible in the types of recipes that come. It's a whole alphabet of letters, NMZ or LFP or LMMP and other mixes of the materials. So we're very flexible in the way we do it, but the important aspect of what we do is we extract a very high 90% of the lithium right out of whatever those sources are from those various battery recipes. That's really important because if you compare that to pyro or smelting that recovers 0% of the lithium, that is a great economic advantage that we have compared to those types of incumbent applications that are out there. Much better economics and, of course, it's probably a good idea not to burn lithium and put it into the air, but rather to capture it and reuse it over and over infinitely.

Thank you. Next question. How many times can you recycle the precious metals in a typical lithium ion battery without losing their efficacy?

Yes, so that's the beauty of these critical minerals recovery is all of these various critical minerals can be used over and over and over again infinitely. So once you reuse it once, you're certainly ahead of oil and gas where you can't recycle gasoline and oil, but you can recycle these minerals and you can't recycle plastics more than multiple times and then it starts to degrade the very complex molecules, the plastics. But these are atoms, and we're recovering them 1 atom at a time in a very pure form. And that allows for an infinite recycling and closing of the loop, with the idea broadly of digging things up once, processing them, getting them into batteries and then reusing them over and over and over again. As students of history, as we look at the lead market, in the lead battery market, if you buy a brand new lead battery today, it's going to have 80%, 90% or so of recycled lead and even other materials like copper and plastics that are in it. Lithium batteries today are close to 0% to 1% and over time as the recycling begins to close the loop and build that supply chain, it's going to migrate from that 0% to 1% up towards ultimately as the market matures in probably a couple more decades to those high percentages of recycled material that's infinitely recycled over and over.

Right. Thank you. Thanks Steve. Next question, despite some of the progress and opportunities that you've outlined, there still has been some headwinds in the market and the way the stock trades a little bit. What do you believe to be the disconnect and what milestones can we look for in the coming year to further investor confidence in the company?

Sure, so there's investor confidence generally in the industry and then in the company. I'll do it in that order. So if you look at investor confidence in the industry, we have seen metals prices come down. We have seen some misleading articles about EVs being a fad and this really isn't going to grow and a halt of production and things like that. But when you look at the facts and you look at the data, we've seen 30% year-over-year growth in EVs just in 2023. We've seen in the January report for 2024 continued growth. We've seen the first time that well over a million EVs were sold in the US, which has a lower market penetration percentage of other places throughout the world like EU and certainly in China with higher EV penetrations. The EV manufacturers would be at big auto or emerging EVs know that by 2030 it's going to cost them less to make electric vehicles than it's going to cost them to make internal combustion engine vehicles because of the cost of managing a supply chain and the cost of goods sold. So for the consumers, the performance to price ratio is already pretty much equalized, and we expect it will continue to grow. So all evidence and real data points towards an inevitability in this industry. And I keep talking about auto, but then there's also energy storage like solar and wind and all the gigafactories that we talked about on the call earlier today in the US expanding by 200 times over what 2020 was. That is a whole industry that [indiscernible] recycling and needs the loop to be closed. So we see over time the inevitability of this industry despite some folks that may say it's not growing or not growing…

Great, thank you. Next question, are there any active discussions that you can expand upon with US auto OEMs or battery manufacturers?

As I said before, we can't name names, but we have them coming through and visiting all the time, and we're providing samples all the time either directly to the OEMs via an auto manufacturer that's a big auto, or auto manufacturer just came through that's an emerging auto manufacturer looking for a way to close its loop and providing these materials directly and through 6K Energy in the form of the cathode active materials to even sell manufacturers, etc. So there are a lot of those meetings and conversations and getting to know each other and developing the relationships. And it takes time, but we think that our funnel and level of engagement that's driving our commercial and engineering team to spend quite a bit of time each week on those projects and activities will ultimately yield an exciting further announcements beyond what we've already announced yesterday with 6K.

Great, Thank you. And you touched upon this a little bit in the earlier question, but another question about the market and your perspective on Aqua Metals not getting as much credit with the carbon-friendly process versus some of the other companies out there that have hydro and pyro?

Yes, so it's not only the CO2 and the fact that alternative hydro and pyro processes generate a heck of a lot more CO2 greenhouse gas by weight than what's being recycled to begin with, and we've created the minimus amounts. But what's also attracted folks in the industry to us, and people are quite taking note, believe me, we're well noted within the DOE, within the industry, within the industry trade groups for our lack of sodium sulfate production. We produce no sodium sulfate waste streams. And we hear more and more folks in the industry saying that it is absolutely unsustainable for processes that generate sodium sulfate. And that's not only from an environmental perspective, but it's just from a cost perspective. The cost to build tens of millions of dollars of crystallizers that are nothing more than trash dryers that produce sodium sulfate that you then have to transport to landfill or the oceans, we don't have any of those costs. We just have our plant with the electricity coming in driving the process and we don't bring in a bunch of one-time use chemicals that create those waste streams or the fossil fuels that go into a smelter that burns the materials. So we see a lot of recognition and a lot of notice and a lot of engagement within industry. And we're still waiting for the world to catch up a little bit in noticing the fact of our sustainability that also has great economic comparative benefits compared to any other process that's out there.

Thank you. This is all the time we have for questions. I'd like to turn the floor back over to management for any further or closing comments.

Thank you again everyone for your time and attention. We are rapidly advancing our operational and commercial initiatives on a global scale, and it's an exciting time for Aqua Metals, and we look forward to providing updates on our continued progress. And in the meantime, if anyone has any questions, feel free to contact us or FNK IR. Thanks again.

Thank you. That does conclude today's teleconference and webcast. You may disconnect your line at this time and have a wonderful day. We thank you for your participation today.