Hell's Kitchen - Lithium & Power - Information Memorandum Q2, 2020 - Controlled Thermal Resources
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The Benefit of Integrated Clean Energy & Direct Lithium Extraction Hell’s Kitchen – Lithium & Power 2
Disclaimer This Confidential Information Memorandum (the “Document”) relates to a proposed capital raise involving Controlled Thermal Resources (US) Inc. (“CTR”) and/or Hell’s Kitchen Geothermal, LLC, (“HKG”) (CTR and HKG are collectively, the “Company”), and/or a Company affiliate. The Document was compiled by the Company solely for preliminary informational purposes. The information contained in the Document was obtained from the Company and its consultants, contractors, and other sources. The Document is for the confidential use of the Recipient in order to assist the Recipient in determining whether to proceed with an in-depth investigation and evaluation of the Company for purposes of making an offer to procure an equity interest in the Company. The Document is not an offer to sell or a solicitation of an offer to purchase securities of the Company or any entity, or an offer to engage in any other transaction. No offer to sell or solicitation of an offer to purchase shall be made prior to the delivery of definitive documentation relating to a proposed investment. The Document is not, and should not be construed under any circumstances, as a prospectus, a public offering of securities, or an offering memorandum as defined under any applicable securities legislation. The Document does not contain all of the information that would normally appear in an offering memorandum under the United States Securities Act of 1933 or the securities laws of any U.S. state. The Document does not contain all the information that a prospective investor may require. A prospective investor should conduct an independent investigation and analysis of the Company, which would include, but not be limited to, the information contained in the Document as well as any additional information provided by the Company. The Document includes certain forward-looking statements, estimates and projections with respect to future events or performance. In some cases, forward-looking statements are identified by terms such as “may,” “will,” “should,” “could,’ “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential,” “due”, or “continue,” or the negative of those forms or other comparable terms. The forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. As a result of these uncertainties, the Recipient should not place undue reliance on the forward-looking statements. The Company is under no obligation to update any of these factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein, whether as a result of new information, any future event or otherwise. The Document also includes statements, estimates and projections with regard to the Company which reflect assumptions made by Company management, employees, representatives and consultants concerning anticipated events or results which, by their nature, may or may not prove to be correct. Due to the attendant risks and uncertainties, actual events or results may differ materially from those reflected or contemplated in such statements, estimates and projections. Neither the Company, nor its management, shareholders, directors, officers, employees, contractors, or consultants, make any representation or warranty as to the accuracy or completeness of these forward-looking statements, or other estimates or projections. Neither the Company, nor its management, shareholders, directors, officers, employees, contractors, or consultants assume any liability for any representations (express or implied) contained in, or for any omissions from, the Document, or for any other written or oral communications transmitted to a prospective investors in the course of the evaluation of the Company. An investor will only be entitled to rely on those representations and warranties contained in the definitive agreement or agreements which constitute the investment. The use of this Document is restricted to entities to which the Company or its representatives deliver the Document, and only where such delivery is subject to the terms of a Non- Disclosure Agreement (“NDA”) which has been separately executed on behalf of the Recipient. The Company operates in a competitive industry, and thus takes precautions to protect proprietary and/or confidential information and records concerning its current and prospective operations, and financial information (“Confidential Information”). Any and all Confidential Information provided by the Company to the Recipient is provided solely for the purpose of evaluating the Company and for no other purpose. Among other things, the NDA provides that the Recipient and its representatives will not disclose to others any Confidential Information contained in the Document or otherwise provided to the Recipient in connection with the proposed capital raise, unless such information is already public or after it is subsequently made public. The Confidential Information shall remain the property of the Company. Upon the request of the Company the Recipient shall promptly return or destroy all material received from the Company (including this Document) without retaining any copies thereof, unless otherwise agreed in writing. All financial information in the Document is shown in United States dollars unless otherwise stated and no financial information has been audited or subject to other form of assurance unless otherwise stated. Hell’s Kitchen – Lithium & Power 3
Table of Contents Page Part One: Executive Summary 6 Part Two: Project Description 14 Part Three: Resource 22 Part Four: Lithium Market Overview 28 Part Five: Power Market Overview 36 Part Six: Environmental & Social 41 Part Seven: Financial Summary 47 Part Eight: Future Upside Opportunities 50 Part Nine: Management & Partners 53 Hell’s Kitchen – Lithium & Power 4
Project Light Information Memorandum Glossary of Terms Term/Abbreviation Definition Term/Abbreviation Definition B Billion m Meters BEV Battery Electric Vehicle M Million BHE Berkshire Hathaway Energy MT Million Tonnes Capex Capital expenditures MWe Megawatt Electric COD Commercial Operation Date MWh Megawatt Hour CTR Controlled Thermal Resources Opex Operating Expenditures ESS Energy Storage System PEA Preliminary Economic Assessment EV Electric Vehicle PPA Power Purchase Agreement HEV Hybrid Electric Vehicle ppm Parts per Million HKG Hell’s Kitchen Geothermal ROFR Right of First Refusal ICE Internal Combustion Engine SB100 California Senate Bill 100 IID Imperial Irrigation District SSGF Salton Sea Geothermal Field k Thousand the Project Lithium Extraction & Geothermal Power Facility LCE Lithium Carbonate Equivalent tpa Tonnes per Annum Li Lithium US$ United States Dollars Hell’s Kitchen – Lithium & Power 5
Lithium + renewable energy powerfully combined. By combining renewable geothermal power with direct lithium extraction, Controlled Thermal Resources is setting new benchmarks to supply clean energy to the western US and deliver the most sustainable, battery-grade lithium products in the world today Part One: Executive Summary
Part One: Executive Summary Introduction CTR is developing an integrated lithium extraction and geothermal power facility (the “Project” or “Hell’s Kitchen”) in California, USA, on its leasehold over the Salton Sea Geothermal Field (“SSGF”) lithium brine resource. CTR has signed a 40MW power purchase agreement with Imperial Irrigation District over a 25 year term, currently valued at ~$US 627M. CTR is in discussions to secure a further 60MW power purchase agreement and term offtake agreements for 17,350 tonnes lithium carbonate equivalent in Stage 1. The Salton Sea Geothermal Field represents a unique, mineralized brine resource: ▪ Proven resource, with well established lithium concentration profile. ▪ High field drilling success. ▪ 35+ year history of steady thermal brine flow, with no change in physical or chemical characteristics of the brine. Staged Production Pathway CTR has 1,882 acres under lease, inclusive of surface and mineral rights, and an additional ~5,500 acres under a right of first refusal (“ROFR”) for both Salton Sea surface and mineral rights. California, USA The Project is a staged production pathway to ~34,700 tonnes per annum of Lithium Carbonate Equivalent (“LCE”) utilizing 100% renewable, baseload geothermal power. Source: Company Management Hell’s Kitchen – Lithium & Power 7
Part One: Executive Summary Hell’s Kitchen Integrated Lithium and Power Project ▪ CTR is developing an integrated lithium extraction process and power generation facility. ▪ The integration of lithium and power provides superior project economics and performance compared to stand-alone power or lithium facilities. ▪ The integrated process will produce a sustainable source of lithium at estimated first quartile production costs. ▪ Renewable, baseload power is needed to balance intermittent renewables (solar and + Small physical footprint + No open-pit mining wind) as California transitions to 50% clean + No evaporation ponds + Powered by renewable energy energy by 2030 and 100% clean energy by + No off-shore processing + Ideal for OEM sustainability 2045. Source: Company Management Hell’s Kitchen – Lithium & Power 8
Part One: Executive Summary Investment Opportunity Contemplated Structure ▪ CTR is seeking an equity investment of US$52M to fund Project development activities up to completion of bankable feasibility (construction financial close). CTR Limited (Australia) Corporate Level ▪ Delineation and Pilot: US$ 22M Investment ▪ Bankable Feasibility: $US 30 M Opportunity CTR (US) Inc. ▪ CTR Limited (Australia) is the sole shareholder of CTR (US) Inc. CTR (US) Inc. is the sole member (i.e., owner) of HKG LLC. HKG LLC is the holder of the project lease. ▪ Corporate level interested parties can invest at the CTR (US) Inc. level. HKG LLC IID Lessee ▪ Project level interested parties can invest in LithiumCo and/or PowerCo, or a holding entity, depending on investor preference. ▪ Construction capital is expected to be raised at the project level (LithiumCo and PowerCo). Project Level Investment LithiumCo PowerCo Opportunity Source: Company Management Investors at the Corporate level will retain an interest in potential future growth opportunities. Hell’s Kitchen – Lithium & Power 9
Part One: Executive Summary Investment Window ▪ The opportunity to invest in Hell’s Kitchen Lithium and Power is open in ‘Phase 1’ of the development timeline. ▪ On completion of ‘Phase 1’, CTR will close equity investment. Project Development Project Construction & Operations Phase I Phase II Stage I Stage II Investment ▪ Delineation Wells 17,350tpa LCE 17,350tpa LCE opportunity ▪ Engineering 140MWe ▪ Permitting ▪ Pilot plant Source: Company Management Hell’s Kitchen – Lithium & Power 10
Fully Integrated Lithium Extraction & Conversion 2023: Stage 1 delivery of 17,350tpa Eco-friendly. closed-loop, direct lithium Lithium Carbonate extraction 140-megawatt geothermal Secure, U.S. territory with power plant stable economy World-scale project with 1st 2025: Stage 2 delivery of additional quartile costs 17,350tpa Lithium Hydroxide Source: Company Management Hell’s Kitchen – Lithium & Power 11
Part One: Executive Summary Development Timeline Identification, Permitting and Engineering 2014 2015 2016 2017 2018 2019 Site Identification Secure Geothermal Lease Permitting and Engineering Phases I and II : Development I Stages I and II: Construction and Operations 2020 2021 2022 2023 2024 2025+ Development Stage I Construction Stage I Operations (LithiumCo and PowerCo) Stage II Construction (LithiumCo) Source: Company Management Hell’s Kitchen – Lithium & Power 12
Part One: Executive Summary Risk Management ▪ CTR has developed a robust risk identification framework and mitigation plan based on best practices and the experience of its team and industry consultants. As the Project progresses through the various stages of development, risks and opportunities will continue to surface and robust mitigation plans developed/applied. In this early stage of development, key risks and mitigations are identified below: Key Project Risk Mitigation CTR will utilize Lilac Solutions’ technology to extract lithium from thermal brine. Lilac Solutions provides an ion exchange technology to address the challenges associated with traditional mineral extraction issues from thermal brines. Lilac's technology provides low capital and operating costs, accelerates project start-up and boosts lithium recovery. Novel Technology The Lilac process is modular and can be ramped up quickly through pilot and commercial projects. CTR, Hatch and Lilac Solutions completed test work in accordance with NI 43-101 for a Preliminary Economic Assessment (“PEA”) confirming Lilac’s technologies performance on Salton Sea geothermal brine. The test work confirmed high selectivity for lithium and high recovery rates leading to strong project economics. Economic Viability HATCH Ltd. has completed a PEA of the potential economic viability of the Project’s mineral resources. CTR’s core team members have significant project delivery experience including developing and delivering geothermal and solution mining projects in the Salton Sea Basin. Project Execution CTR employs key consultants to support Project development, planning and delivery including Hatch as engineering consultant and KPMG LLP’s Global Infrastructure Advisory practice to support project development activities. Project Definition A comprehensive, well-funded and appropriately scheduled Front End Loading (“FEL”) engineering process has commenced, complete with authorization and Design gates and assessment criteria. CTR has proactively engaged with Project stakeholders and has broad support across governmental & regulatory bodies, indigenous and local Stakeholder communities, Project partners, industrial relations groups, and other special interest groups. Support The Company has identified and built into the Project schedule/budget stakeholder requirements including all regulatory requirements. Source: Company Management Hell’s Kitchen – Lithium & Power 13
A world-renowned resource in a secure US location. Part Two: Project Description
Part Two: Project Description Project Location CTR Lease Area (Salton Sea, Imperial County) ▪ CTR’s Hell’s Kitchen Lithium and Power Project is located on the south-east shore of the Salton Sea, in the Salton Sea Geothermal Field, located in Imperial County, California. ▪ The SSGF resource is a superheated, highly-mineralized brine aquifer that is situated between approximately 4,000 feet and 9,000 feet below surface level. CTR Lease ▪ The SSGF is one of the most studied and well understood geothermal reservoirs in the world. ▪ This extensive resource delineation is a result of a 35+ year geothermal power operating history on the SSGF. Source: Company Management; Google Maps The high degree of mineralization, operating history, and proven characteristics of the SSGF resource make it an ideal resource for low-cost, world-scale lithium extraction. Hell’s Kitchen – Lithium & Power 15
Part Two: Project Description Project Overview ▪ The Project is an integrated lithium extraction and geothermal Project Summary power plant. ▪ Stage 1 consists of a 17,350tpa lithium carbonate plant and a Stage Start of Cumulative Lithium Cumulative Power 140MW geothermal power plant. Operations Production (LCE) Production (MW) ▪ Stage 2 consists of an additional lithium plant that will produce 17,350tpa (LCE) of lithium hydroxide. Stage I 2023 17,350tpa 140 ▪ The 140MW of power will be allocated as follows; ▪ ~95MW of electricity for sale to regional utilities ▪ ~35MW of steam provided to the lithium plants. Stage II 2025 34,700tpa --- ▪ ~10MW of electricity consumed internally Source: Company Management CTR is developing a self-sufficient, lithium brine extraction and geothermal power project using ion-exchange lithium extraction technology. Hell’s Kitchen – Lithium & Power 16
Part Two: Project Description Hell’s Kitchen Production Plan ▪ CTR’s development will consist of two stages. ▪ Stage I will be commissioned in 2023, consisting of a 140MW geothermal power plant and a 17,350tpa lithium carbonate plant. ▪ Stage II will consist of a 17,350tpa (LCE) lithium hydroxide plant. Stage Stage I Stage II 17,350 tpa Processing Primary 140MW CRC* Power Plant Purification Purification Circuit Purification Circuit 17,350tpa Battery Grade Lithium 17,350tpa Battery Grade Lithium Carbonate Carbonate Product Final 17,350tpa (LCE) Battery Grade Lithium Hydroxide Source: Company Management *Note: CRC = Crystallizer Reactor Clarifier Hell’s Kitchen – Lithium & Power 17
Part Two: Project Description Direct Lithium Extraction Technology ▪ CTR will utilize Lilac Solutions’ technology to extract lithium from thermal brine. Lilac Solutions provides an ion exchange technology to address the challenges associated with traditional mineral extraction issues from thermal brines. Lilac's technology provides low capital and operating costs, accelerates project start- up and boosts lithium recovery. ▪ The Lilac process is modular and can be ramped up quickly through pilot and commercial projects. ▪ Lilac’s unique ion exchange resin and continuous column system together enables a simple and robust process yielding concentrated high-purity lithium solutions. These solutions can be fed into conventional downstream processes for production of battery-grade lithium chemicals. ▪ CTR, Hatch and Lilac Solutions completed test work in accordance with NI 43-101 for a Preliminary Economic Assessment confirming Lilac’s technologies performance on Salton Sea geothermal brine. The test work confirmed high selectivity for lithium and high recovery rates leading to strong project economics. ▪ Lilac Solutions is backed by Bill Gates’ Breakthrough Energy Ventures, MIT’s The Engine, Lowercarbon Capital, and the Grantham Foundation. Conventional evaporation pond method compared to sustainable Lilac Solutions Process 2 years
Part Two: Project Description Confidential Seamless Scale-Up Across 5 Orders of Magnitude 3 brines Commercial 10 brines 10,000 liters/hour 30+ brines Pilot 1,000 liters/hour 100 L / h 3 projects in Pilot 1 L/h 10 L/h 0.1 L/h Bench Lilac HQ On Site Source: Adapted from Lilac Solutions Lilac Solutions lithium extraction process is currently running on three 1,000 liter-per-hour pilot plants, and has seamlessly scaled up from bench-scale to pilot scale. Hell’s Kitchen – Lithium & Power 19
Part Two: Project Description Sustainable Lithium Extraction and Onsite Chemical Conversion Source: Company Management Hell’s Kitchen – Lithium & Power 20
Part Two: Project Description Key Infrastructure Access Access to Established Infrastructure Infrastructure Overview The Project is strategically located in an established geothermal infrastructure and production hub with potential connectivity to existing rail lines, major interstate highways and access to water and electrical interconnection. Key infrastructure nearby: Hell’s Kitchen ▪ State Route 111 Highway with access to Interstates 8 and 10 Site ▪ Union Pacific Railroad with access to the Port of Los Angeles and other locations Water from IID canals ▪ IID Water Supply Infrastructure ▪ Grid power interconnection Rail siding 3.5 miles to Inter-Tie Opportunities and Advantages ▪ CTR secured a lease that contains a significant portion of the largest known heat anomaly in the SSGF. ▪ CTR secured access to the land required for strategic partnerships, including options for on-site manufacturing utilizing lithium-related products. Existing rail lines Water from IID canals ▪ CTR has a strong relationship with the Imperial Irrigation District (“IID”) and Rail siding 3.5 miles to Inter-Tie has aligned the success of the Project with its leaseholder. Major highway Hell’s Kitchen Site Source: Company Management The Project is strategically located in an established infrastructure and production hub with connectivity to key infrastructure. Hell’s Kitchen – Lithium & Power 21
“Before everything else, getting ready is the secret to success.” - Henry Ford Part Three: Resource
Part Three: Resource Salton Sea Geothermal Field Drilling and Timeline Historical Drilling Timeline SSGF Drilling Longitude by Resource Phase -115.70 -115.68 -115.66 -115.64 -115.62 -115.60 -115.58 -115.56 -115.54 -115.52 1982 1988 33.27 Exploration Development Expansion 33.25 Pre 1982 1982-1988 Post 1988 33.23 ▪ The SSGF is a long standing and well defined resource, with historical drilling activity categorized into three broad phases. 33.21 ▪ Exploration Period (pre-1982): 84 wells were drilled across the area, with a significant number of exploration and thermal gradient wells drilled to define the resource. 33.19 ▪ Development Period (1982 – 1988): 104 more wells drilled ▪ The Newmark boundary (high thermal gradient area) was defined 33.17 and the first geothermal plants in the SSGF were built and began operations. 33.15 ▪ This expanded field understanding, optimized drilling practices, Newmark plant design, and operations. Boundary 33.13 ▪ Expansion Period (post-1988): 59 more wells were drilled within the Newmark Boundary: ▪ No exploration wells were required during this phase. 33.11 ▪ Very high drilling success rates were observed. 33.09 Sources: California Department of Oil, Gas and Geothermal Resources Over 240 wells drilled in the Salton Sea Geothermal Field have provided significant historical data. Hell’s Kitchen – Lithium & Power 23
Part Three: Resource SSGF - Today SSGF Field Productivity SSGF Average Power Capacity by Year per Well 45 ▪ Well productivity has continually improved as the field has become Well productivity has continually more well-defined and drilling practices optimized. improved as the field has become more 40 well-defined and drilling practices ▪ Average geothermal well production capacity: optimized. ▪ Development Phase: 14 MWe 35 ▪ Expansion Phase: 22 MWe ▪ The latest wells drilled in 2012 at the adjacent Hudson Ranch lease have an average production capacity of 26 MWe. 30 Power Capacity (MW) 25 Opportunity and Resource Sustainability 20 ▪ Operations have been ongoing at the SSGF since 1982 with no changes in the physical or chemical characteristics of the geothermal reservoir. 15 ▪ Only 14% of the field has been developed to date. 10 5 Power to Brine Mass Flow Rate: ~10 (kg/s)/(MW) 0 1980 1985 1990 1995 2000 2005 2010 2015 Year Sources: California Department of Oil, Gas and Geothermal Resources The Salton Sea Geothermal Field is one of the most studied and well understood geothermal fields in the world. Hell’s Kitchen – Lithium & Power 24
Part Three: Resource SSGF - Lithium Concentration SSGF Lithium Overview SSGF Lithium Concentration 1▪ Electrical resistivity methods were used to map the greater hypersaline brine reservoir, and the total surface area above the reservoir was estimated at approximately 1,300 km2. This is shaded CTR Lease 3 in pink on the map to the right. / ROFRs 2▪ The hypersaline reservoir that is feasible for extraction is denoted by the green line (defined as the area that is above 240°C and less than 3,000m below surface level). 3▪ The Project is centrally located within the hypersaline brine 2 reservoir. ▪ Lithium concentrations tend to increase from south to north and 1 west to east with CTR’s lease strategically located in one of the highest concentration region of the SSGF. ▪ Field wide lithium concentration range: ▪ Maximum: 341ppm ▪ Minimum: 160ppm ▪ The Project's lithium abundance has been conservatively estimated using the 20th percentile concentration of 181ppm. Source: Company Management Hell’s Kitchen – Lithium & Power 25
Part Three: Resource CTR Leasehold Mineral Abundance Resource Overview CTR Inferred Mineral Resource (NI 43-101) ▪ CTR’s NI 43-101 inferred mineral resource estimate contains ~2.7 million Mineral Concentration Mass Contained tonnes of Lithium Carbonate Equivalent. (ppm) Minerals (Tonnes) ▪ Minerals of commercial interest that are contained within the Li 181 510,948 hypersaline brine include lithium, potassium, manganese, zinc, boron, strontium, rubidium and silica. Lithium Carbonate Equivalent 2,719,776 SiO2 412 1,163,041 ▪ Due to limited data in the western lease sections, only 50% of the CTR K 13,200 37,262,485 lease area is included in the initial NI 43-101 inferred resource estimate. Mn 1,000 2,822,916 Zn 400 1,129,166 B 280 790,416 Sr 380 1,072,708 Rb 70 197,604 Source: NI 43-101 Report Hell’s Kitchen – Lithium & Power 26
Part Three: Resource SSGF - Existing Power Generation Operations SSGF Overview SSGF Shallow Thermal Gradient Map ▪ SSGF is a well defined and understood geothermal field, and, unlike most other Calipatria geothermal fields, is a very homogeneous resource body. Fault ▪ CTR’s primary lease lies over the largest heat anomaly in the SSGF and the remaining ROFR lands are within the known boundaries of the field. Red Hill Fault ▪ The SSGF has the potential to produce up to 2,950 MW and upwards of ~15 million tonnes of LCE products. Brawley Fault SSGF Commercial Power Production History 450 Cummulative Power 400 On Line Power 350 300 Power (MW) 250 200 No decline in resource productivity since commercial operations began 150 100 50 Current 3rd Party Operating Leases 0 1982 1987 1992 1997 2002 2007 2012 2017 CTR Lease including ROFRs Sources: based on data available through June 2002, revised and updated from Newmark et al. (1988). MI–Mullet Island; OB–Obsidian Butte; RH–Rock Hill; RI–Red Island; HR1-Hudson Ranch 1; HR2-Hudson Ranch 2, L-Leathers. World Bank: Success of Geothermal Wells: A Global Study (2013) Higher brine temperatures typically result in higher well productivity and higher mineral concentration. CTR’s lease and ROFR area is located on and around one of the highest temperature areas of the Hell’sSSGF. Kitchen – Lithium & Power 27
Part Four: Lithium Market Overview
Part Four: Lithium Market Overview The Profound Impact of Over the next 10 years, lithium-ion batteries and energy storage systems will power our cars, our the Electric Revolution. cities and our countries. Demand for lithium is expected to surge to ~2 million tonnes by 2028, with critical supply deficits forecast as early as 2023. Battery manufacturing Projected global passenger vehicles Battery–grade lithium projected supply ~2,000 GWh by 2028 56 million EV sales by 2040 deficit by 2023 Source: Benchmark Mineral Intelligence Source: BloombergNEF Source: Rodney Hooper Hell’s Kitchen – Lithium & Power 29
Part Four: Lithium Market Overview Lithium Demand - Overview Lithium Market Demand Overview Global Lithium Demand by Application (Kt, LCE) ▪ According to Benchmark Mineral Intelligence, global demand for lithium is expected to increase from 305,577 tonnes LCE in 2018 to ~1,350,000 tonnes LCE by 2023. ▪ By 2028, this amount is expected to increase to over 2,000,000 tonnes LCE at full mega-factory capacity. ▪ Battery applications have been a significant driver of demand for lithium (estimated at ~40% of all applications in 2017) and are projected to be the dominant application going forward, reaching over ~80% by 2025. ▪ As a result of the global focus on climate change and greenhouse gas emission reduction, the rising demand for battery applications will be driven by: ▪ Increased adoption of electric vehicles (EVs); and, ▪ Increased adoption of use in energy storage systems (ESS). ▪ The significant decline in lithium-ion battery costs from ~US$900/kWh in 2010 to ~US$250/kWh in 2016 has improved the economics of these demand drivers along with providing Lithium Applications opportunities for new industrial applications. ▪ Electric vehicle battery costs are projected to continue to decline to ▪ Batteries (Technology, Electric Vehicles and Energy Storage) be in-line with internal combustion engine cost by 2024. ▪ Ceramics and Glass ▪ Lubricating Greases ▪ Air Treatment ▪ Pharmaceuticals ▪ Primary Aluminum Production * Source: Benchmark Mineral Intelligence: Rise of the lithium-ion megafactories. Oct. 2019. Amounts assume 100% mega-factory utilization Hell’s Kitchen – Lithium & Power 30
Part Four: Lithium Market Overview Demand - Electric Vehicles Electric Vehicles (EV) Market Overview Global EV Car Sales to 2040 ▪ The lithium-ion battery is a critical component of the EV industry as the high electrochemical potential and low mass properties of lithium make it ideal for EV battery use. ▪ High-energy density rechargeable lithium-ion batteries power both fully electric (BEVs) and hybrid vehicles (HEVs, PHEVs, and MHEVs). ▪ Electric vehicles are projected to grow from ~5% of new global vehicle sales in 2017 to ~50% of new global vehicle sales in 2030. Key drivers of this growth include: ▪ Regulation: Significant new regulations globally will drive increased EV sales as countries set fuel efficiency and emission standards to combat climate change (see the following slide for sample mandates). ▪ Technology: Battery costs, the single largest driver of costs for EV’s, continue to decline. ▪ Consumer Demand: Driven primarily by falling battery costs, improving EV power and range, charging station infrastructure, and heightened consumer environmental sensitivities. Global Passenger Electric Vehicle Sales 2030: 28 million 2040: 56 million Source: BloombergNEF Sources: BCG: The Electric Car Tipping Point (January 2018) Hell’s Kitchen – Lithium & Power 31
Part Four: Lithium Market Overview Demand - Electric Vehicles Significant regulatory support for EV adoption around the world will fuel increasing demand for lithium. Statements published by key players supporting EV adoption are shown below: Netherlands: Banning Internal Combustion Vehicle Norway: Banning Internal Canada: Target of 30% Combustion Vehicle Sales in penetration of electric Sales in 2030 2025 vehicle sales by 2030 UK: Banning Internal Combustion Vehicle Sales in 2040 USA: No Federal France: Banning Internal target set, California Japan: Target of 30% Combustion Vehicle Sales has nominal targets penetration of electric in 2040 for EV fleet size vehicle sales by 2030 Italy: Target of 30% penetration of electric South Korea: Target of Mexico: Target of vehicle sales by 2030 30% penetration of 30% penetration of electric vehicle sales by electric vehicle sales 2030 by 2030 India: Proposal to end ICE sales by 2030 China: Target of 5% Brazil: Target of 30% penetration of electric penetration of electric vehicle sales by 2020, vehicle sales by 2030 20% by 2025 Note: Some countries have exceptions for certain ICE vehicles, including busses. This map is for illustrative purposes only, and does not necessarily reflect all policies of all global governments on Electric Vehicle adoption. Sources: Clean Energy Ministerial in China (June 2017); International Energy Agency Electric Vehicles Initiative; Clean Energy Canada: Stuck In Neutral (December 2017); Reuters: California looks to ramp up electric vehicle sales (January 2018); Financial Times: Why the future of electric cars lies in China (September 2018) Global regulatory changes supporting EV adoption will fuel significant demand for lithium. Hell’s Kitchen – Lithium & Power 32
Part Four: Lithium Market Overview Demand - Energy Storage & Battery Costs Energy Storage System Demand ▪ Primarily due to the declining costs of lithium-ion batteries, battery storage is now economically feasible for many energy storage system (“ESS”) applications. ▪ The five most viable applications of battery technology to ESS include: i) Load Shifting, ii) Peak Shifting, iii) Grid Management, iv) Ancillary Services and v) Reserve Power. ▪ Based on battery performance and costs (including replacement and maintenance costs), Lithium-ion technology is expected to dominate four of the five major demand applications; the outlier is Reserve Power, where lead-acid is the incumbent technology and will likely retain a level of market share over time. ▪ Lithium battery capacity associated with ESS is projected to grow from 1-2 GWh in 2017 to 127 GWh in 2025 (representing over 30% per year). ▪ This growth will result in lithium demand for storage capacity application to represent approximately ~10% of total lithium market demand in 2025 (compared to EV’s at 54%), and will continue to be a significant driver going forward. Declining Battery Costs Lithium Ion Battery Pack Costs ($/kWh) 1000 ▪ Battery costs are the largest total cost component for electric vehicles Observed Price (including both BEVs and PHEVs). Forecast ▪ Battery costs per kWh are projected to fall to c.$95/kWh by 2025 and 750 c.$70/kWh by 2030. This trend will continue to drive the costs down for batteries across EV’s, energy storage and other industrial uses. $/kWh 2030 implied price ▪ Falling battery prices are key for the electric vehicle market as market 500 2025 implied $70/kWh price consumers continue to demand longer driving ranges for EVs, therefore $96/kWh requiring larger and more expensive batteries. 250 EV up-front cost crossover 0 2010 2012 2014 2016 2018 2020 2022 2024 2026 2028 2030 Sources: McKinsey: The global electric-vehicle market is amped up and on the rise (May 2018); Bloomberg New Energy Finance, Electric Vehicle Outlook (2018); Bloomberg New Energy Finance: Cost Projections: Batteries, vehicles, and TCO (June 2018), Canaccord Hell’s Kitchen – Lithium & Power 33
Part Four: Lithium Market Overview Lithium Supply Overview Lithium Market Supply Overview ▪ Lithium accounts for approximately 0.006% of the earth‘s crust, making it more rare than zinc, copper and tungsten and more common than cobalt, tin and lead. ▪ The majority of current lithium production is sourced from jurisdictions with medium to high political risk. ▪ Chile, Bolivia and Argentina, (known as the “Lithium Triangle”) contain two-thirds of the world’s lithium reserves. ▪ Currently, approximately 80% of the total lithium production worldwide originates in these three South American countries and Australia. ▪ Due to the significant concentration of production, lithium is currently not traded on a commodities exchange and prices are relatively opaque. There are an increasing number of reference prices published (Benchmark Mineral Intelligence, London Metals Exchange, etc.); however, most supply is sold on a contract basis, with terms that vary widely based on quality, location, and specification. ▪ Despite announced increases in supply, a global supply gap in lithium is projected as early as 2023. After the year 2025, the gap is expected to expand significantly in the absence of new investment. Global Lithium Market – Projected Future Supply Gap 6.0 Operational Supply 5.0 Highly Probable supply Million Tonnes of LCE 4.0 Probable supply Possible supply New LCE production 3.0 capacity needed from Secondary supply greenfield projects 2.0 Demand 1.0 0.0 2015 2017 2019 2021 2023 2025 2027 2029 2031 2033 2035 2037 2039 Source: Benchmark Mineral Intelligence Hell’s Kitchen – Lithium & Power 34
Part Four: Lithium Market Overview Lithium Reserves vs. Political Risk Map Canada 1.9 MT USA 6.8 MT China 7.0 MT Country Risk Index 80-100 70-79 60-69 50-59 < 49 No Data Stable Unstable Based on data and insight from BMI Research, the Political Risk Map 2018 provides country risk scores for more than Argentina, 200 countries and territories. The overall risk scores are Bolivia, Chile based on three categories of risk – political, economic, and Australia operational – and reflect both short- and long-term 27.2 MT 5.0 MT threats to stability. Source: Marsh Political Risk Map / BMI Research; USGS The Hell’s Kitchen Lithium and Power Project is situated in California’s ‘Lithium Valley’. A politically safe location with supportive state and national governments. Hell’s Kitchen – Lithium & Power 35
Part Five: Power Market Overview
Part Five: Power Market Overview California Clean Energy Mandate California: 1,700 megawatts of 30,000 megawatts of renewable energy 100% Clean Energy by 2045 NEW geothermal energy needed in California is required in California by 2030 to replace natural gas power generation ▪ The CTR leased land and lands under first right of refusal have the Current Sources of Electricity in California (Summer) projected capability to produce up to 1,100MW of “green” geothermal electricity. ▪ Future expansion into commercial power production would be in alignment Hydro Solar with California’s SB100 mandate to achieve 100% carbon neutrality by 14% 14% 2045. ▪ As California transitions to 100% renewable energy, the grid will require Nuclear consistent baseload power that solar and wind are unable to provide. 4% ▪ CTR is positioned to provide renewable baseload energy to support California’s transition to 100% renewable energy. CTR retains the right to Other develop further commercial power operations. renewables, including ▪ 29 other states have implemented some mandatory form of a renewable Geothermal portfolio standard policy. 7% ▪ The Project is ideally located near existing transmission infrastructure that allows power to be sold to Arizona Public Services (APS) and Salt River Project (SRP), both in Arizona as well as other western states. Both APS and SRP have shown interest in the Project. Natural Gas 61% Over 30,000MW of natural gas power will need to be replaced by renewable sources Source: NREL, Renewable Electricity Futures Study, UBS Research, California State Filings, California Public Utilities Commission, RESOLVE Hell’s Kitchen – Lithium & Power 37
Part Five: Power Market Overview California’s Clean Energy Future ▪ Geothermal power demand is set to increase significantly in California over the next 10 years. ▪ The California Public Utilities Commission has issued a Preferred Systems Portfolio which includes an additional 1,700 megawatts of new geothermal supply by 2030. ▪ Adding 1,700 megawatts would boost the total installed capacity of geothermal power in California by 62% in 10 years. ▪ Based on a 50% RPS, the National Renewable Energy Laboratory advises that a large portion of geothermal be added to the energy portfolio to ensure reliability and control costs. 16,000 In order to meet California’s RPS mandate, significant investment in 14,000 new geothermal projects is required. 12,000 CTR is well positioned to provide a significant portion of this new 10,000 supply from it’s current lease and ROFRs. GWHr 8,000 6,000 4,000 2,000 - 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Existing Small Hydro Existing Wind Existing Solar Existing Biogas Existing Geothermal New Wind New Small Hydro New Solar New Geothermal Generic RPS Source: NREL, Renewable Electricity Futures Study, UBS Research, California State Filings, California Public Utilities Commission, RESOLVE Hell’s Kitchen – Lithium & Power 38
Part Five: Power Market Overview IID Network Transmission System Mirage Devers Substation “KN-KS” Line 1455MW “F” Line Blythe Substation 270 MW WAPA IID Network Transmission CAISO System Yucca Substation “AX” Line 100 MW APS “S” Line 370MW Imperial Valley Substation As a balancing authority, the IID has a significant place with other balancing authorities such as CAISO and APS in providing renewable electricity to the western United States. Source: IID, Company Management Hell’s Kitchen – Lithium & Power 39
Part Five: Power Market Overview PPA Signed with Supportive Jurisdiction Imperial Irrigation District is Supportive and Aligned with CTR Key PPA Terms ▪ IID owns the land and mineral rights that CTR is leasing, and CTR is coordinating with the ▪ Delivery Term: 25 Years other local, state, and federal agencies with regard to project permitting oversight. ▪ Maximum Hourly Generation: 40 MWh ▪ IID has a strong incentive to support the Project – under the terms of the lease, IID will receive rent and royalties on power sales. IID provides raw commercial water and energy ▪ Further financial details are available under a confidentiality interconnection services to the Project. agreement. ▪ On January 7, 2020 Controlled Thermal Resources (U.S.) Inc., through its wholly owned subsidiary, Hell’s Kitchen PowerCo 1, LLC, entered into a power purchase agreement (“PPA”) with the Imperial Irrigation District regarding the sale of energy from the Hell’s Kitchen PowerCo facility, located in Imperial County, California, southeast of the Salton Sea, near the city of Calipatria. ▪ The IID is an irrigation district, a special government entity formed under California law, located in Imperial County, California. IID delivers Colorado River water throughout Imperial County and provides electrical power throughout Imperial County and part of Riverside County. IID is the largest irrigation district in North America and the sixth largest electrical utility in California. The current (June 24, 2019) Moody’s credit rating for IID is A1 and Aa3 with a stable outlook. Source: Company Management CTR has secured a 25 year, fixed price PPA with the IID, and is currently negotiating with utilities for the sale of the remaining capacity. Hell’s Kitchen – Lithium & Power 40
Lithium and Power with sustainability credentials. Part Six: Environmental & Social
Part Six: Environmental & Social A Sustainable and Responsible Process ▪ CTR’s closed-loop extraction process has significant sustainability benefits over conventional lithium extraction methods. ▪ Direct lithium extraction from thermal brines offers a sustainable solution to counter the high impact environmental effects of evaporation pond and hard rock mining. THERMAL BRINE SALARS HARD ROCK MINING LITHIUM + Small physical footprint — Large physical footprint — Large physical footprint + No open-pit mining — Requires evaporation ponds — Permanent environmental effects + No evaporation ponds — Residual salt waste can be toxic — Large amounts of tailings + Powered by renewable energy — Large amounts of water required — Generally processed overseas + Ideal for OEM sustainability — Longer production lead times — Longer production lead times Hell’s Kitchen – Lithium & Power 42
Part Six: Environmental & Social The Power of Positive Action Employment Tax & Government Revenue ▪ CTR’s Project will create stable, skilled employment in a county with the ▪ CTR will directly support the Imperial Irrigation District (IID) through mineral highest unemployment rate in the USA. and power royalty payments over the life of the Project. ▪ The Project is expected to employ over 400 construction workers. ▪ CTR is not reliant on any government incentives, and all financial projections exclude the potential benefits of such programs. ▪ During operations, the Project will continue to support the community with an ongoing operating personnel requirement estimated at 124, plus an additional 60 personnel across other functions. Supported by federal, Fully permitted to 400 plant jobs & 184 state and local commence drilling ongoing operational government agencies delineation wells and jobs on completion pilot plant Source: Company Management Hell’s Kitchen – Lithium & Power 43
Part Six: Environmental & Social Supportive Jurisdiction Imperial Irrigation District is supportive and aligned with CTR The bi-partisan supported U.S. ▪ IID owns the land and mineral rights that CTR is leasing, and CTR is coordinating with the other National Minerals Security Act local, state, and federal agencies with regard to project permitting oversight. Is set to streamline permitting and development ▪ IID has a strong incentive to support the Project – under the terms of the lease, IID will receive rent and royalties on mineral and power sales. IID provides raw commercial water and energy interconnection services to the Project. California: 100% Clean Energy by 2045 ▪ The Project is in alignment with Executive Order 13817 (December 20, 2017) “A Federal Strategy to Ensure Secure and Reliable Supplies of Critical Minerals” which includes lithium, strontium and rubidium. 1,700 megawatts of NEW geothermal energy is mandated in California by 2030 “California’s Lithium Valley has the potential to supply 40% of global lithium demand. The CEC is committed to supporting this 30,000 megawatts of renewable energy is emerging industry and battery supply chain.” required in California - David Hochschild, Chair, California Energy Commission alone, to replace natural gas power generation Sources: State of California Climate Change Portal; California Legislative Information: SB-100; Bureau of Labor Statistics: Local Area Unemployment Statistics – Imperial County, CA (2017); American Presidency Project: Executive Order 13817 Hell’s Kitchen – Lithium & Power 44
Part Six: Environmental & Social Permits and Approvals ▪ Over the last three years, CTR has worked with all relevant government, regulatory, and environmental bodies to ensure that the necessary permitting and approvals are formalized. ▪ In addition to working with key regulatory bodies, CTR has focused on engaging and understanding the needs of its community partners. Permit/Approval Issuing Counterparty Purpose Status/Timing Letter of Approval California Fish and Wildlife Conduct seismic survey Approved Letter of Approval US Army Corp of Engineers Conduct seismic survey Approved Imperial County Planning and Letter of Approval Conduct seismic survey Approved Development Services Conduct research activities on Research Use Application California Fish and Wildlife Approved CDFW owned lands California Environmental Quality Act Imperial County Planning and Delineation drilling activities Approved (CEQA) Documentation Development Services Imperial County Planning and Environmental Evaluation Committee Delineation drilling activities Approved Development Services Imperial County Planning and Conditional Use Permit Delineation drilling activities Approved Development Services 401 Application for Water Quality Colorado River Regional Water Quality Delineation drilling activities Approved Certification Control Board Lake and Streambed Alteration California Fish and Wildlife Delineation drilling activities Approved Agreement Nationwide 404 Permit US Army Corp of Engineers Delineation drilling activities Approved Source: Company Management The delineation drilling process will begin shortly after the first round of development capital has been received. Hell’s Kitchen – Lithium & Power 45
Part Six: Environmental & Social Permits and Approvals Plan for Construction Permitting, Approvals, and Stakeholder Impact Planning (Construction) ▪ CTR works with all relevant government, regulatory, and environmental bodies to ensure that the necessary permitting and approvals are obtained. ▪ In addition to working with key regulatory bodies, CTR continues its focus to engage and understand the needs of its community partners. ▪ CTR has secured permits to begin delineation drilling and conduct lithium pilot operations. Construction and Operations Permitting Timeline US Army Corps of Engineers Permit Garst Road Environmental Mitigation Conditional Use Permit Application Biological, Cultural, Traffic, and Air Studies Stakeholder Engagement and Public Meetings Imperial County Coordination Regional Water Quality Control Board Permits California Department of Fish and Wildlife Permit Air Quality Management District Permit Source: Company Management Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Hell’s Kitchen – Lithium & Power 46
Part Seven: Financial Summary
Part Seven: Financial Summary Development Phase I – Pilot Project Development Phase I - Scope of Work Use of Funds 1. Resource analysis (Lithium and Power) ▪ There are two options for investment: ▪ Conversion of NI 43-101 mineral and geothermal resource to Proven Reserve ▪ CTR Ltd / CTR (US) Inc. – shares issued through drilling and testing of two delineation wells. ▪ Project Level – appropriate member ▪ Confirmatory factors include: percentage ownership in the asset ▪ Magnitude of heat resources ▪ Brine chemistry ▪ Sustainable rate of lithium and energy production Phase I – Delineation & Pilot (US$M) ▪ Density of well spacing Engineering 2.0 ▪ Power and surface technology (already completed) Wells & Testing 8.7 2. Lithium Extraction Pilot Project Pilot Plant 4.2 ▪ Hatch will optimize the Lilac lithium extraction process for the Salton Sea Permitting 1.6 operating environment. Finance 1.0 ▪ Detailed engineering for lithium extraction pilot facility. ▪ Pilot facility to operate on flowing brine from delineation wells. Internal 2.5 ▪ Post-operations technical assessment of pilot plant performance. Contingency 2.0 Total 22.0 Source: Company Management Note: All financial information has been prepared by management and is subject to management assumptions and the Disclaimer on Page 3. The on-site pilot plant results will take the CTR resource to NI 43-101 Proven Reserve status, and will further define the construction parameters for the full-scale operation. Hell’s Kitchen – Lithium & Power 48
Part Seven: Financial Summary Development Phase II - Bankability Development Phase II - Scope of Work Use of Funds 1. Complete Engineering for Construction ▪ Following Phase I, CTR will take the Project through completion of Bankable Feasibility ▪ To satisfy requirements of bankability, engineering will produce the details and Study (construction financial close). specifications necessary to select major equipment, develop construction plans, cost estimates, and confirm lithium and energy production rates. ▪ Key deliverables are: ▪ Update the geophysical and reservoir model of the resource and develop production Phase II - Bankability (US$M) models. ▪ Develop the process design for the wellfield, lithium extraction and power plant. Engineering 10.4 ▪ Complete detailed engineering sufficient for financial close and start of construction. ▪ Develop procurement plans. Wells & Testing 9.7 ▪ Develop plans for construction, commissioning, and operation. ▪ Develop final Capex and Opex estimates for construction financial close. Interconnection 0.3 2. Finalize Permits for Construction Permitting 2.1 3. Execute Major Contracts and Agreements ▪ Off-Take Agreements Finance 1.6 ▪ Major Equipment Supply Agreements ▪ Engineering Procurement and Construction Contract Internal 3.6 ▪ Operations and Maintenance Agreement Contingency 2.8 ▪ Interconnection Agreement ▪ Project Labor Agreements Total 30.5 ▪ Water Supply Agreement. Source: Company Management Note: All financial information has been prepared by management and is subject to management assumptions and the Disclaimer on Page 3. Subsequent to Phase I Development, CTR will complete the remaining tasks to achieve construction financial close. Hell’s Kitchen – Lithium & Power 49
Part Eight: Future Upside Opportunities
Part Eight: Future Upside Opportunities Future Upside Opportunities Based on the unique project attributes and current market trends, investors in CTR may benefit from significant future potential upside opportunities such as; ▪ Additional power sales up to ~960MW ▪ Additional lithium sales up to ~300,000tpa ▪ Future valuable mineral sales such as zinc, manganese, rubidium and potassium Co-located Increased Power Increased Lithium Rubidium Renewable Energy Manufacturing Production Production Initiatives Potassium Rubidium Manganese Potassium Zinc ▪ CTR’s lease agreement with IID allows for the extraction of all minerals contained in K 37.3 Mn the brine. 2.8 Mt Potassium Mt Manganese ▪ Depending on future market conditions, CTR will consider the potential extraction of other commercially viable minerals. Zn 1.1 Mt Sr 1.1 Mt ▪ CTR has been approached by multiple parties expressing interest in the potential Zinc Strontium extraction of additional minerals. ▪ To date, only 50% the CTR controlled site has been evaluated for mineral production B 0.8 Mt Rb 0.2 Mt Boron Rubidium Source: Company Management NI 43-101 Identified Minerals & Resource Quantities Hell’s Kitchen – Lithium & Power 51
Part Eight: Future Upside Opportunities Lithium-to-Battery Supply Chain There is growing interest to develop the world’s first Auto and Energy Hub in California’s ‘Lithium Valley’. The A&E Hub will have direct access to: ▪ State Route 111 Highway ▪ CTR is laying the groundwork to establish a fully ▪ Rail siding infrastructure integrated battery, energy and auto manufacturing hub in ▪ The Port of Los Angeles and National rail Imperial Valley. network ▪ An established and reliable workforce ▪ The proposed 600 acre industrial-zoned site is located ▪ Industrial water supply infrastructure close to CTR’s lithium and power development and has ▪ Grid power interconnection direct access to established infrastructure and a highly experienced and reliable workforce. ▪ 24/7, 100% renewable energy Source: Company Management Hell’s Kitchen – Lithium & Power 52
Part Nine: Management & Partners
Part Nine: Management & Partners Partners Overview ▪ CTR selected key consortium partners with experience and capabilities to support CTR’s development of the project. ▪ Hatch was selected as project engineer due to its significant experience and capabilities in lithium extraction projects. ▪ KPMG and Squire Patton Boggs were selected as financial and legal advisors with proven experience and capabilities to support CTR through structuring and financing. Accounting Legal Financial Services Engineering and Services Services Construction Source: Company Management CTR partners with core external firms to assist in the development of a sustainable mineral and power project at the Salton Sea Hell’s Kitchen – Lithium & Power 54
Part Nine: Management & Partners When Timing and Experience Matter Controlled Thermal Resources’ leadership team has developed and lithium extraction, environmental and social compliance, and managed world-scale renewable energy projects in the Salton Sea region construction to deliver the Project’s development targets through to for over 25 years. This location-specific, highly specialized knowledge bankable feasibility, construction and commercial operation. has been instrumental in advancing CTR’s projects. CTR anticipates delivering its first train of 17,350 tonnes LCE in 2023 and Following recognised standards of disclosure for mineral projects using the complete Project by 2025. A future opportunity to increase National Instrument Technical Report (NI 43-101), CTR has production up to ~70,000 tonnes LCE is possible in 2027. commissioned industry experts in engineering, Source: Company Management Timeline Hell’s Kitchen – Lithium & Power 55
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