Greetings and welcome to the Aqua Metals’ First Quarter 2024 Investor Conference call. At this time all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Bob Myers, with 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 operational update and discussing financial results for the first quarter ended March 31, 2024. 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-Q filed today, May 15, for a summary of the forward-looking statements and the risks, uncertainties, and other factors that could cause actual results to differ materially from most 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. 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. Though it's only been a short time since we shared our Q4 and the annual update, Aqua Metals has continued to make strides towards our core focus of developing the circular supply chain that we believe will set the standard for low-cost, low-carbon recycling of lithium-ion batteries. We continue to establish and expand key partnerships while simultaneously commissioning and commercializing the Sierra ARC refining campus, in advancing operational capacity with additional funding and financial flexibility. I'll start with some comments on the news of the day. As most of you have already read, we announced a major capitalization milestone for the company today, primarily through an up to $33 million loan-term sheet for the completion of Phase 1 of the Sierra ARC. We have executed the term sheet for this loan with one of the world's largest privately held companies that is focusing their investments on decarbonization initiatives at a global scale. This term sheet was executed after months long and thorough due diligence on the company, technology, and the Sierra ARC ability to generate cash. This involved detailed reviews of our announced and unannounced feedstock, processing, and offtake partners, as well as the economics. We will be able to reveal more about our loan partner upon execution of the definitive agreement by the July timeframe. It is also important to note that this term sheet allows the company to finance up to an additional $8 million beyond what had been previously contemplated with a $25 million USDA loan guarantee. The USDA loan guarantee is still in process but now targeted for a future phase of build out as the decision timeline for phase 1 has simply taken too long. In conjunction with the signing of this up…

Thanks, Steve. As we announced this morning and as Steve discussed, on May 13, 2024, we entered into entered into a non-binding term sheet for an up to $33 million loan facility with one of the largest privately held companies in the world that invest in decarbonized initiatives. This is a five-year note at market interest rates and standard covenants. The note will also include a warrant component to ensure alignment with our shareholders. The term sheet contemplates that the parties will close on the loan facility by June 30, 2024 or shortly thereafter and this is subject to closing conditions. The secured loan facility is to be used for the completion of the Phase 1 development of our 5-acre recycling campus in the Tahoe-Reno Industrial Center. We also announced today an additional equity financing. The purpose of the equity financing is to qualify for the cash balance requirements to be on the balance sheet for the loan with our strategic funding partner. Turning attention now to the balance sheet, as of March 31, 2024, we had total assets of $31.4 million. We ended the quarter with total cash of approximately $8.3 million. During Q1, the balance sheet had both plant and equipment and other assets that increased as we spent $2.7 million on plant and equipment and another $3 million paid on deposits for equipment related to getting the commercial plant built and ready for commissioning and production the second half of this year. Moving now to the income statement. During the first quarter of 2024, Aqua Metals focused on continued validation of its pilot plant operation. The pilot plant's purpose was to test our process for lithium battery recycling and to provide sample production representative metals produced to multiple announced and unannounced counterparties. The cost related to plant…

Thank you. At this time, we'll conduct our question-and-answer session. [Operator Instructions] And our first question comes from Michael Legg with the Benchmark Company. Please state your question.

Thanks. Good afternoon. Congratulations on the quarter and the capital raises. Obviously, puts you in a great position. When you mentioned the market rate on the $33 million, can you give us a little more clarity on what you mean by market rate? Is it [debt] (ph)? Is it normal? Can you just give us a little more clarity there?

Yes. So thanks, Mike, for the question. If you go out and take a look at kind of where the loans are sitting at right now, interest rates have been high. USDA, we said, was going to be in that 9-ish percent rate, and that would have been better than this rate. But the market that we've seen, and we went out and talked to several different lenders, and it all kind of came in. And we'll be able to get more detail once we get the definitive agreement signed. But according to the consultants we used and the people that we reached out to that were kind of in that market rate for where we're at as a company.

Okay, great. And then covenants attached to it, are there any cash restrictions or any issues with the covenants that may tie up some cash?

The very standard covenants all across the board are some financial ratio covenants that you always see in these types of things would be modeled out and are fine with. And then, you know, there's minimum, very doable minimum cash requirements by the entity.

Okay, great. And then -- so this is expected to close end of June, early July. What does this mean for the commissioning of the plant? Obviously, you have the $7 million you just raised today. Do you have to wait for any of this cash to continue to build out, or is everything going smooth right now?

Yes, so everything is moving along as planned. We had cranes show up a couple weeks ago, some tanks, some chillers, and things like that. So all that equipment is being installed. We've got things that we've ordered that are coming. So the next phase, and it's kind of timely, the next phase is a lot of like the installation and some of the construction like [typing] (ph) electrical and those types of things and setting things in place. And so that, is scheduled to happen here shortly. And so that the timing of that funding works out really well.

Great. And just one last question, I'll get back. The 6K offtake, I believe the Jackson, Tennessee facility is not supposed to open until 2025. Can you talk about when they're going to start accepting the plant to be up and running?

So we're already sending samples to 6K from the pilot facility because they have a UniMelt (ph) process capability, kind of in a pilot environment, just like we do currently. So when we get to the Sierra ARC up and running and producing, we've got offtake contracts already lined up and validated by our debt partner with the economics and all those things. And as 6K begins to come online with their Jackson, Tennessee PlusCAM 1 facility, then the volume will start heading towards them as well for offtake as they need. So we're already giving them materials now that have been put in the hands of various battery manufacturers and auto manufacturers that are verticalizing, et cetera. But the PlusCAM facility will come online after our Sierra ARC. And we're set up for success.

What percentage of the offtake would you expect them to take?

So as time progresses, they can take a significant amount of offtake. We don't disclose the percentages of offtake from various offtakers. But it will be a very significant percent, what our agreement with them that we publicly disclosed is that we would target together us providing them 30% of their input feedstock. So you can kind of map out what that might look like from that. So they'll have a 30% recycled content. And a reminder that the NRE, the non-recurring engineering project that we've done for them allows them to also very economically and environmentally favorably process even mined material through the UniMelt process as well.

Great. Congrats on the progress. Nice to see things moving along. I look forward to the rest of the year.

Thanks so much.

Thank you. And our next question comes from Sameer Joshi with H.C. Wainwright. Please state your question.

Yeah. Good afternoon everyone. Thanks for taking my questions. Congrats, Steve and Judd on the financing and all the progress. Just on the same Phase 1, 3,000 tonnes per year plan. Is the CapEx expectation still in that $18 million to $20 million range, and if so is there a reason why the financing facility is for $33 million?

Yes. So the total CapEx for this project. We've always said it's about almost $30 million. And so what's great about this note is we've spent some of our working capital, some of the company's working capital that we set aside for G&A already in operations for the CapEx, we've already started building this. And so we will be able to reimburse us for some of that cost through this loan. And so really, it's -- the loan is designed to be a total kind of complete of the CapEx need for this project. Obviously, we've spent some and we still have a big chunk of dollars left to spend, but that's the way that this loan was designed to do.

Understood. And the clarification, I think Steve's commentary mentioned that there was an $8 million cash balance requirement and I think, Judd you mentioned the $7 million raise was towards that end. Is there additional capital -- equity capital raise in the works or being planned for this? Or the cash on hand plus this [deal] (ph), satisfies that condition?

Yes. So we designed it this way to try to minimize dilution on the equity side to bring in just the right amount of dollars to be able to qualify for the requirements for this loan. And so what we brought in was the appropriate amount and there's -- we don't need to bring in another equity component to that.

Understood, once again thanks for taking my questions and congrats.

Thank you.

Thank you. I'll now hand the floor to Bob Meyers to go through the webcast questions. Thank you.

Thank you. First question, can you talk a bit more about PADNOS in their relationship with Aqua Metals as the firm has participated in the transactions?

Sure, happy to. So PADNOS is a big company based in Michigan, and they're one of the largest recyclers in the US. They've got over 100 years of history in the industry. They recycled metals, plastics, paper, electronics and automobiles, which primarily these days consist of internal combustion engines, but of course now EV. Therefore, things like lithium battery access. And we've known to work with PADNOS even pre-IPO and they were a major participant in this recent equity transaction. And we've collaborated also with PADNOS on a very large DOE MESC grant, Grant Number 3099 application that closes the domestic battery supply chain. And PADNOS is our partner in this grant application for critical feedstock collections and pretreatment and processing. So if you think of the collections in the Black Mass production. This grant is a $200 million-plus grant that we applied for together and with some other partners in March after receiving a letter of encouragement from the DOE for that package that we submitted in March, and we do expect to hear back this summer. So we and PADNOS are both aligned and very excited about the opportunity to win that grant together.

Great. Thank you. The next question goes back to 6K, asking you to help distinguish the partnership between 6K and Aqua Metals and how it is unique within the industry?

Yes. So with our Partner 6K, we really do think it's unique in the industry for sure. So that is a great leading question there, whoever asked it. And as we mentioned in our opening remarks, it is important for us to continually point out that the competitive advantages that we have and why the strategic partnerships really represents a major inflection point in the battery recycling industry. So together we believe that we are establishing the first truly sustainable circular supply for critical battery metals right here in the US. And both companies have notably electrified processes and clear path to net zero, and we are already using renewable energy sources where others really have significant CO2 emissions, and in some cases, nearly as much volume or more volume and waste materials that go into the air in the form of CO2 or to the land in the form sodium sulfate compared to what's being processed to begin with where we together don't have those issues. We believe this gives us a lot of cost advantages as well to scale together and together in a phased-approach and really the NRE, the non-recurring engineering that I was talking about earlier and initial offtake contracts that we announced is the foundation for additional agreements that we anticipate working out with 6K Energy. And that includes things like co-locating arcs with their PlusCAM facilities, starting with our Jackson Tennessee facility. So we are really excited about that ongoing and growing relationship that we have with 6K Energy and the differentiators compared to any other component to the marketplace, both environmentally and very importantly, economically.

Thank you. Just a couple of questions here, maybe for Judd. And they started being discussed with the analysts, but you'll go through it potentially again. Are you able to outline the revenue and margin profile of Phase 1 of the Sierra ARC based on today's metals prices.

Yes. So we haven't taught publicly about specific margin profile. But we have said that Phase one is the first 3,000 tons plant will be positive cash flow at the plant level. And just as an aside, meets the covenants for the new debt that we're doing and be able to pay back service the debt on that loan. But if you think about the 3,000 ton processing capacity, if we think about what today's metals prices are and they're kind of low, if we kind of look at the last few years that we are able to generate about $34 million of revenue. And so that's at today's metal prices, we expect that to uptick as we get the plant turned on later this year and start generating more meaningful revenues in 2025.

Great. Thank you. This should also probably be for you. We've gotten a few questions regarding the NASDAQ and the relationship that Aqua Metals has on the listing requirements.

Yes. So as we know we have been below $1, but we talked to the NASDAQ and they do an offer a 6-month extension. We're coming up on that first six months at the end of May, so in a couple of weeks, but we've already reached out to NASDAQ, and we qualify for a kind of six-month extension. So we have that opportunity to get back above $1 and meet that requirement. If not, we'd have to look at alternatives such as we hate to say it, but a reverse stock split. I hope you won't have to get there, but we have six months to work on that. But in no case, are we going to choose de-listing.

Great. Thank you. Pivoting back to the partnership, can you provide a quick update Yulho Materials and where the discussions on that licensing agreement stand?

Yes. So I think I said before that we had visited Yulho late last year, and their Black Mass 8,000 ton nameplate black mass production facility was just about complete. And now it's materially complete and ready to operate, likely by the summer, just pending some final permitting requirements that they have in Korea to get that facility ramping up and all those things. So as that facility ramps up, we will be out there visiting and visiting with them to do our due diligence on their facility and to share with them the updates on the Sierra ARC developments and discuss the definitive licensing agreement. So this summer, we'll be doing that. We expect that we'll have more to report pretty soon on that front. We are very excited about our continued partnership with Yulho.

Great. Thank you. In the press release, you indicated another DOE funded project with Penn State. Are you able to share a little bit more information about that?

Sure, happy to. So really, that is a really exciting program, and Aqua Metals is a sub-recipient to Penn State that was the lead applicant for that grant. Unlike the grant that we're applying for where Aqua Metals to lead, were a sub in this case. And Aqua Metals from this grant will be funded to work on extending really AquaRefining technologies to process environmental waste in addition to black mass feedstock. If you look at the title of the grant, it says acidic water pollution cleanup and community economic development. And so the objective of it is to extract and recover rare earth elements and other critical materials from coal and coal waste and coal by products. And demonstrate a 100% domestic supply chain producing these finished products for high tech and defense applications. So the grant amount in total was $4.99 million and AQMS portion of that is $373,994 to be exact. And we'll have a cost share of $74,035. And the time line is not immediate for us, but the overall time line is July. The negotiations are expected to begin, and that's how it works with the DOE when a grant happens. The initial work when the projects will begin in October of this year, but Aqua Metals portion doesn't begin to really effectively until October of 2025. So it is not an immediate opportunity. And that's probably okay for us because we're really focused on getting the ARC up and running, but we're really excited about being a part of this grant and being able to take our AquaRefining technologies to apply them to such critical applications taking waste materials out of the environment and then making critical battery minerals right here in the US. So the desired outcome of that grant for end results is to establish a domestic supply chain circularity and have advanced separation technologies for extraction, recovery of things like rare earth elements and other critical materials from those coal and coal waste, coal by products. And then the creation of permanent magnet and alloys for high tech and defense applications and then ultimately reduce the US reliance on foreign suppliers for critical minerals and the rare earth materials. We've also got other subs that we're partnering with inclusive of University of Virginia. A company called Rare Earth Salts and GE Aerospace. So a really great collaboration, and we are really excited about that opportunity. It’s on the map of DOE, obviously as they consider us for our grant.

Perfect. Thank you. The next question. Are there any other lithium ion battery recyclers that can deliver lithium hydroxide other than Aqua Metals.

So we believe that we'll be producing a lot of lithium hydroxide, obviously from our process natively and that's unique to Aqua Metals. And what we'll be doing though with the Sierra ARC is producing lithium carbonate. And we've chosen to go that path because the capital cost for crystallizers is tens of millions of dollars, and that would be more appropriate to go to lithium hydroxide in a crystallized form at scale when we get to the Phase II 10,000 ton and beyond. So really, Aqua Metals is going to be producing lithium carbonate. And the cost of lithium carbonate versus lithium hydroxide is pretty comparable and translatable. And we are finding that more and more battery manufacturers that are making next-generation batteries are requesting lithium carbonate instead of lithium hydroxide. Lithium carbonate, you don't crystallize, it's like more of a powdery form. So although there will be other lithium recyclers, and we hope that they succeed because if you look at the presentation on our slide deck that we have on the Investors website, you will see that there is much less stated recycling capacity between Aqua Metals and Redwood Materials and a couple of other players as compared to the black mass that’s going to be available for recycling already beginning in 2025. So everyone who succeeds will win.

Perfect. Thank you. Next question. Aside from the materials that we've already announced that we've extracted, are there any other recoverable elements being investigated from the Black Mass.

Well, I would say the biggest economic opportunity for Aqua Metals on that front is the carbon that we collect that does not turn into CO2 greenhouse gases, either through smelting through the pyro metallurgical process by literally burning things or through the hydro processes that create a lot of CO2 by moving the atoms around in the molecules and they escape through the stack is light gas, you can't filter it out. So that carbon that we get is literally about 30% of the weight of that Black Mass that again does not go into the air. And makes our process very sustainable comparatively to really any other processes. That carbon can be up cycle after initially reuse with things like cement, believe it or not pencil manufacturers that are looking for carbon graphite, et cetera, that doesn't have to be the high technical grade. But carbon can be upcycled to graphite and then ultimately graphene. So we'll go from a pathway, we believe, from a reuse state which doesn’t have economics that are very favorable, but no negative economics. And we also pay to dispose of it and we get to reuse the carbon in certain applications and then migrate that to a modest amount of revenue that we get from the graphite. And then really, if we can get to graphene, that would be a very highly valuable material that we can upcycle from our carbon that we start with.

Okay. Thank you. Next question is something we may have covered a little bit, but this person may have missed it. When will Phase 1 begin producing finished product even if not at full capacity?

Yes. So there's definitely a ramp to Phase 1. And as we were mentioning earlier, the fitting of the already built-out facility with the equipment getting put in place, et cetera, we still expect to be introducing the first black mass at the Sierra ARC later this year. And our goal is to produce the first truckloads of material -- truckload is literally 20 tons of material. And there is a lot more nickel than there is cobalt in batteries, one of the common batter recipes, for example, is [NMT 811] (ph) eight parts nickel and eight parts manganese and one part cobalt. So we'll be producing the nickel and the lithium first, and we think that we'll be able to get to the first truckload the lithium and the nickel towards the end of the year. Now whether we can call that revenue or not, will depend upon GAAP accounting rules as it will be a first-of-kind plant producing first to kind materials that are going to first customers. However, because these are commodities that are listed on London Metals Exchange, certainly the nickel and all that, we might be able to get to revenue, but it might go into Q1 of next year, to be determined.

Thank you. Regarding the Black Mass, as you're processing it, can you talk a little bit about what waste is left over? And what happens with that waste?

So in our process, very, very little waste that the nickel and the lithium and the cobalt go out, obviously, through our economic gain by selling those finished products, as finished products. And then that carbon I was talking about is about the 30% of the weight of the black mass that will get into a reuse scenario. So that's not waste. That's just reused. And then we do get a little bit of iron and aluminum and other contaminous elements that don't help to meet battery spec. And those are very de-minimis small amounts of material. We don't produce unlike any of the other recyclers, we don't produce sodium sulfate physical waste streams. So again we don't have to spend tens of millions of dollars of crystallizers to dry our crash and send it out as crystallized sodium sulfate to the landfill. And so there's really a very minimal amount of waste stream from our process because it's regenerative and it is a closed recycling leap within itself. That's truly one of the great unique environmental and economic benefits of AquaRefining.

Thank you. And that's all the questions we have for today. I'll hand the floor back over to Steve Cotton for closing comments.

Well, great. Thanks everybody for attending. Great questions, and feel free to reach out to FNK IR. If you felt like you didn't get your question answered, we want to be here for you. And we look forward to continued updates and it's going to be an exciting rest of the year. I can assure you.

Thank you. This concludes today's conference. All parties may disconnect. Have a good day.