ALBEMARLE CORP (Form: 8-K, Received: 02/15/2023 17:10:39)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________________

FORM 8-K

_________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) February 15, 2023

_________________________________

ALBEMARLE CORPORATION

(Exact name of Registrant as specified in charter)

_________________________________

Virginia

001-12658

54-1692118

(State or other jurisdiction
of incorporation)

(Commission
file number)

(IRS employer
identification no.)

4250 Congress Street, Suite 900

Charlotte, North Carolina 28209

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code

(980) 299-5700

Not applicable

(Former name or former address, if changed since last report)

_________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)


Emerging growth company						☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

COMMON STOCK, $.01 Par Value

ALB

New York Stock Exchange

Section 8 - Other Events

Item 8.01. Other Events.

Technical Report Summaries

Albemarle Corporation (“Albemarle” or the “Company”) is filing this Current Report on Form 8-K to provide the Technical Report Summaries (“TRS”) relating to the lithium mineral resources and reserves at the Company’s Greenbushes property, Salar de Atacama property and Silver Peak property, its bromine mineral resources and reserves at the Company’s Jordan Bromine Operation and Magnolia properties, and the related qualified person consents. The TRS and related qualified person consents filed as exhibits hereto will be incorporated into the Company's Annual Report on Form 10-K for the year ended December 31, 2022 by reference to this filing.

Description of Common Stock

The Company is also filing this Current Report on Form 8-K for the purpose of updating the description of its common stock contained in its Registration Statement on Form 10/A (No. 1-12658) filed with the Securities and Exchange Commission (the “SEC”) on February 11, 1994. In accordance with the interpretation of the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Division”) set forth in Questions 123.07 and 126.23 of the Division’s Securities Act Forms Compliance and Disclosure Interpretations, the Company intends to incorporate this description by reference into certain of its filings with the SEC, including registration statements on Form S-3 or Form S-8.

Description of Common Stock Registered Pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended.

The following is a description of the capital stock of Albemarle. This description is based on Albemarle’s amended and restated articles of incorporation and amended and restated bylaws (together, the “Albemarle organizational documents”) and is subject in all respects to the Virginia Stock Corporation Act (the “VSCA”) and applicable Virginia law. This description is a summary and is qualified in its entirety by reference to the Albemarle organizational documents.

Authorized Shares of Capital Stock

Albemarle’s amended and restated articles of incorporation authorize the issuance of 150,000,000 shares of common stock, $0.01 par value per share, and 15,000,000 shares of preferred stock. As of December 31, 2022, Albemarle had one class of securities, common stock, registered under Section 12 of the Securities Exchange Act of 1934, as amended.

Common Stock

Common Stock Outstanding. The outstanding shares of the common stock are duly authorized, validly issued, fully paid and nonassessable.

Voting Rights. Each holder of Albemarle common stock is entitled to one vote per share on all matters voted on generally by shareholders, including the election of directors. Albemarle’s amended and restated articles of incorporation do not provide for cumulative voting for the election of directors. Except as otherwise required by law or with respect to any outstanding class or series of Albemarle preferred stock, the holders of Albemarle common stock possess all voting power.

Under Albemarle’s amended and restated articles of incorporation, shareholder action is generally effective if the votes cast in favor of the action exceed the votes cast against the action. The election of directors requires a plurality of the votes cast by Albemarle shareholders at a meeting at which a quorum is present. Albemarle’s amended and restated articles of incorporation require the affirmative vote of at least a majority of the outstanding shares of Albemarle common stock for the approval of mergers, statutory share exchanges, sales or other dispositions of all or substantially all of Albemarle’s assets outside the usual and regular course of business, or dissolution of Albemarle, except that the affirmative vote of 75% of the outstanding shares of Albemarle common stock is required for approval of an affiliated transaction, as defined in Section 13.1-725 of the VSCA. An affiliated transaction generally is defined by the VSCA as any of the following transactions:

•a merger with any interested shareholder (defined as any holder of more than 10% of any class of outstanding voting shares of a corporation), or with a corporation that would, immediately after the merger, be an affiliate of an interested shareholder immediately before the merger;

•a share exchange in which any interested shareholder acquires one or more classes or series of a corporation’s voting shares;

•certain dispositions of corporate assets not in the ordinary course of business, to or with an interested shareholder, or any guarantee of any indebtedness of any interested shareholder in an amount greater than 5% of a corporation’s consolidated net worth as of the date of a corporation’s most recently available financial statements;

•certain sales or other dispositions to an interested shareholder of voting shares of a corporation or any of its subsidiaries having an aggregate fair market value greater than 5% of the aggregate fair market value of all outstanding voting shares;

•any dissolution, domestication or conversion of a corporation proposed by or on behalf of an interested shareholder; or

•any reclassification of securities, including reverse stock splits, recapitalizations or mergers of the corporation with any of its subsidiaries, or any distribution or other transaction (whether or not involving an interested shareholder) that increases the percentage of the outstanding voting shares of the corporation or any of its subsidiaries, owned beneficially by any interested shareholder by more than 5%.

The supermajority voting requirement does not apply to a transaction with a shareholder who, together with his or her affiliates and associates, has been the beneficial owner of more than 10% of any class of Albemarle outstanding voting shares as of the later of (i) the close of business on February 28, 1994, the date of the distribution by Ethyl Corporation to its shareholders of all of the outstanding shares of Albemarle common stock, or (ii) the date such person became an interested shareholder with the prior approval of the disinterested directors of Albemarle.

Further, the affirmative vote of the holders of 75% of the voting power of Albemarle’s outstanding shares must approve an amendment to provisions in Albemarle’s amended and restated articles of incorporation relating to the supermajority voting requirement for affiliated transactions.

Exclusive Forum. Albemarle’s amended and restated bylaws provide that unless Albemarle consents in writing to the selection of an alternative forum, the United States District Court for the Eastern District of Virginia, Alexandria Division, or in the event that court lacks jurisdiction to hear such action, the Circuit Court of the County of Fairfax, Virginia, will be the sole and exclusive forum for any derivative action brought on behalf of Albemarle, any action asserting a claim of breach of a legal duty owed by any current or former director, officer or other employee or agent of Albemarle to Albemarle or Albemarle shareholders, any action arising pursuant to the VSCA or Albemarle’s organizational documents or any action asserting a claim governed by the internal affairs doctrine.

Dividend Rights; Rights Upon Liquidation. Subject to any preferential rights of holders of any shares of Albemarle preferred stock that may be outstanding, holders of shares of Albemarle common stock are entitled to receive dividends and other distributions on their shares of common stock out of assets legally available for distribution when, as and if authorized and declared by the Albemarle board of directors, and to share ratably in Albemarle’s assets legally available for distribution to its shareholders in the event of its liquidation, dissolution or winding-up.

Other Rights. Holders of Albemarle common stock have no preferences or preemptive, conversion, exchange, redemption or sinking fund rights. Shares of Albemarle common stock will not be liable for further calls or assessments by Albemarle, and the holders of Albemarle common stock will not be liable for any of Albemarle’s liabilities.

Listing. Albemarle’s common stock is listed on the New York Stock Exchange under the symbol “ALB.”

Transfer Agent and Registrar. EQ Shareowner Services is the transfer agent and registrar for Albemarle common stock.

Anti-Takeover Provisions

Albemarle Organizational Documents. The Albemarle organizational documents and the VSCA contain provisions that may have the effect of impeding, delaying or discouraging the acquisition of control of Albemarle by means of a tender or exchange offer, proxy fight, merger or share exchange, open market purchases or otherwise in a transaction not approved by the Albemarle board of directors. These provisions are designed to reduce, or have the effect of reducing, Albemarle’s vulnerability to an unsolicited proposal for the restructuring or sale of all or substantially all of Albemarle’s assets or an unsolicited takeover attempt that the Albemarle board of directors does not believe is in the best interests of its shareholders.

Undesignated Preferred Stock. Under Albemarle’s amended and restated articles of incorporation, the Albemarle board of directors has the authority, without further shareholder approval, to issue preferred stock in classes or series and to fix the designations, voting power, preferences and rights of the shares of each class or series and any qualifications, limitations or restrictions with respect to that class or series. Under this authority, the Albemarle board of directors could create and issue a class or series of preferred stock with rights, preferences or restrictions that have the effect of discriminating against an existing or prospective holder of Albemarle’s capital stock as a result of such holder beneficially owning or commencing a

tender offer for a substantial amount of Albemarle common stock. One of the effects of authorized but unissued and unreserved shares of preferred stock may be to render it more difficult for, or discourage an attempt by, a potential acquiror to obtain control of Albemarle by means of a merger, share exchange, tender or exchange offer, proxy contest or otherwise, and thereby protect the continuity of Albemarle’s management. The issuance of shares of preferred stock may have the effect of delaying, deferring or preventing a change in control of Albemarle without any further action by Albemarle shareholders.

Additional Provisions. Other provisions of the Albemarle organizational documents that may make replacing the Albemarle board of directors more difficult include:

•75% supermajority voting requirements to approve affiliated transactions or an amendment to the provisions in Albemarle’s amended and restated articles of incorporation relating to this supermajority voting requirement;

•only the chief executive officer, president, chairman of the board, or a majority of the Albemarle board, and not shareholders, are able to call a special meeting of shareholders;

•inability of shareholders to act by less-than-unanimous written consent;

•requirements for advance notice for proposing business or making director nominations at shareholder meetings;

•removal of directors only for cause; and

•ability of the Albemarle board of directors to increase the size of the board of directors and fill vacancies on the board of directors.

Affiliated Transactions Statute

The VSCA contains provisions governing affiliated transactions. In general, these provisions prohibit a Virginia corporation from engaging in affiliated transactions with any holder of more than 10% of any class of its outstanding voting shares, or an interested shareholder, for a period of three years following the date that such person became an interested shareholder unless:

•a majority of (but not fewer than two) disinterested directors on the board of directors of the corporation and the holders of two-thirds of the voting shares, other than the shares beneficially owned by the interested shareholder, approve the affiliated transaction; or

•before the date the person became an interested shareholder, a majority of the disinterested directors on the board of directors approved the transaction that resulted in the shareholder becoming an interested shareholder.

After three years, any such transaction must satisfy certain fair price requirements in the statute or be approved by the holders of two-thirds of the voting shares, other than the shares beneficially owned by the interested shareholder. For a description of the affiliated transactions subject to this approval requirement, see “⸺ Common Stock ⸺ Voting Rights.”

Control Share Acquisitions Statute

The VSCA also contains provisions relating to control share acquisitions, which are transactions causing the voting power of any person acquiring beneficial ownership of shares of a Virginia public corporation to meet or exceed certain threshold percentages (20%, 33 1/3% or 50%) of the total votes entitled to be cast for the election of directors. Shares acquired in a control share acquisition have no voting rights unless:

•the voting rights are granted by a majority vote of all outstanding shares other than those held by the acquiring person or any officer or employee director of the corporation; or

•the articles of incorporation or bylaws of the corporation provide that these Virginia law provisions do not apply to acquisitions of its shares.

The acquiring person may require that a special meeting of the shareholders be held to consider the grant of voting rights to the shares acquired in the control share acquisition.

As permitted by Virginia law, the Albemarle board of directors has adopted a bylaw providing that the control share acquisition provisions of Virginia law do not apply to the acquisition of its shares.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit
Number						Exhibit
*23.1						Consent of SRK Consulting (U.S), Inc. regarding lithium reserves and resources

*23.2						Consent of Fastmarkets regarding market studies for lithium reserves and resources

*23.3						Consent of RPS Energy Canada Ltd regarding bromine reserves and resources

*23.4						Consent of RESPEC regarding bromine reserves and resources

*96.1						SEC Technical Report Summary Pre-Feasibility Study Greenbushes Mine Western Australia, prepared by SRK Consulting (U.S), Inc., dated February 1 4 , 2023

*96.2						SEC Technical Report Summary, Pre-Feasibility Study, Salar de Atacama Region II, Chile, prepared by SRK Consulting (U.S), Inc., dated February 14, 2023

*96.3						SEC Technical Report Summary, Pre-Feasibility Study, Silver Peak Lithium Operation, Nevada, USA, prepared by SRK Consulting (U.S), Inc., dated February 14, 2023

*96.4						SEC Technical Report Summary for Jordan Bromine Operation, prepared by RPS Energy Canada Ltd and RESPEC Consulting Inc., dated February 15, 2023

*96.5						SEC Technical Report Summary for Magnolia Field Bromine Reserves, prepared by RPS Energy Canada Ltd, dated February 15, 2023

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)


*			Included with this filing.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 15, 2023

ALBEMARLE CORPORATION


By:			/s/ Kristin M. Coleman
			Kristin M. Coleman
			Executive Vice President, General Counsel and Corporate Secretary

Exhibit 23.1

February 15, 2023

CONSENT OF QUALIFIED PERSON

SRK Consulting (U.S.), Inc. (“SRK”), in connection with Albemarle Corporation’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”), consents to:

•the public filing by the Company and use of:

1.the technical report titled “Technical Report Summary Pre-Feasibility Study Greenbushes Mine Western Australia” (the “Greenbushes Technical Report Summary”), with an effective date of December 31, 2022 and dated February 14, 2023;

2.the technical report titled “SEC Technical Report Summary Pre-Feasibility Study Salar de Atacama Region II, Chile” (the “Salar de Atacama Technical Report Summary”), with an effective date of August 31, 2022 and dated February 14, 2023; and

3.the technical report titled “SEC Technical Report Summary Pre-Feasibility Study Silver Peak Lithium Operation Nevada, USA” (the “Silver Peak Technical Report Summary”), with an effective date of September 30, 2022 and dated February 14, 2023; and

4.the technical report titled “SEC Technical Report Summary Initial Assessment Wodgina Western Australia” (the “Wodgina Technical Report Summary” and together with the Greenbushes Technical Report Summary, the Salar de Atacama Technical Report Summary and the Silver Peak Technical Report Summary, the "Technical Report Summaries"), with an effective date of September 30, 2020 and dated December 31, 2021, as amended December 16, 2022

that were prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission and filed as exhibits to this Current Report on Form 8-K (the “Form 8-K”) (with the exception of the Wodgina Technical Report Summary, which was filed as an exhibit to Amendment No. 2 to Albemarle Corporation's Annual Report on Form 10-K for the year ended December 31, 2021, filed on January 26, 2023) and referenced in the Form 10-K.

•the incorporation by reference of the Market Studies Reports into the Company’s Registration Statements on Form S-8 (Nos. 333-150694, 333-166828, 333-188599 and 333-223167) (collectively, the “Registration Statements”);

•the use of and references to our name, including our status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission), in connection with the Form 10-K, the Form 8-K, the Registration Statements and the Market Studies Reports; and

•any extracts from or a summary of the Market Studies Reports in the Form 10-K and incorporated by reference in the Registration Statements and the use of any information derived, summarized, quoted, or referenced from the Market Studies Reports, or portions thereof, that was prepared by us, that we supervised the preparation of, and/or that was reviewed and approved by us, that is included or incorporated by reference in the Form 10-K and Registration Statements.

SRK is responsible for authoring, and this consent pertains to, the Technical Report Summary. SRK certifies that it has read the Form 10-K and that it fairly and accurately represents the information in the Technical Report Summary for which it is responsible.

/s/ SRK Consulting (U.S.), Inc.

SRK Consulting (U.S.), Inc.

Exhibit 23.2

February 15, 2023

CONSENT OF QUALIFIED PERSON

Fastmarkets Group Limited (“Fastmarkets”), in connection with Albemarle Corporation’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”), consents to:

•the public filing by the Company and use of:

1.the technical report titled “SEC Technical Report Summary Pre-Feasibility Study Salar de Atacama Region II, Chile” (the “Technical Report Summary”), which contains Fastmarkets’ report on market studies in Section 16 thereof (the “Salar Market Studies Report”) with an effective date of August 31, 2022 and dated February 14, 2023;

2.the technical report titled “SEC Technical Report Summary Pre-Feasibility Study Silver Peak Lithium Operation Nevada, USA”, which contains Fastmarkets’ report on market studies in Section 16 thereof (the “Silver Peak Market Studies Report”) with an effective date of August 31, 2022 and dated February 14, 2023; and

3.the technical report titled “Technical Report Summary Pre-Feasibility Study Greenbushes Mine Western Australia”, which contains Fastmarkets’ report on market studies in Section 16 thereof (the “Greenbushes Market Studies Report”, and, together with the Salar Market Studies Report and the Silver Peak Market Report, the “Market Studies Reports”) with an effective date of December 31, 2022 and dated February 14, 2023

that were prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission, as exhibits to this Current Report on Form 8-K (the “Form 8-K”) and referenced in the Form 10-K.

Fastmarkets is responsible for authoring, and this consent pertains to, the Market Studies Reports. Fastmarkets certifies that it has read the Form 10-K and that it fairly and accurately represents the information in the Market Studies Reports for which it is responsible.

Fastmarkets

/s/ Fastmarkets

8 Bouverie Street

London

EC4Y 8AX

Exhibit 23.3

February 15, 2023

CONSENT OF QUALIFIED PERSON

RPS Energy Canada Ltd. (“RPS”), in connection with Albemarle Corporation’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”), consents to:

•the public filing by the Company and use of the Technical Report Summaries prepared by RPS on certain bromine reserves and resources controlled by Albemarle Corporation (the “Technical Report Summaries”), with an effective date of December 31, 2022 and dated February 15, 2023, that were prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission, as an exhibit to this Current Report on Form 8-K (the “Form 8-K”) and referenced in the Form 10-K;

•the incorporation by reference of the Technical Report Summaries into the Company’s Registration Statements on Form S-8 (Nos. 333-150694, 333-166828, 333-188599 and 333-223167) (collectively, the “Registration Statements”);

•any extracts from or a summary of the Technical Report Summaries in the Form 10-K and incorporated by reference in the Registration Statements and the use of any information derived, summarized, quoted, or referenced from the Technical Report Summaries, or portions thereof, that was prepared by us, that we supervised the preparation of, and/or that was reviewed and approved by us, that is included or incorporated by reference in the Form 10-K and the Registration Statements.

RPS is responsible for authoring, and this consent pertains to, the Technical Report Summaries. RPS certifies that it has read the Form 10-K and that it fairly and accurately represents the information in the Technical Report Summaries for which it is responsible.

RPS Energy Canada Ltd.

By: /s/ Michael Gallup

Name: Michael Gallup

Title: Technical Director - Engineering


314684618.1

Exhibit 23.4

February 15, 2023

CONSENT OF QUALIFIED PERSON

RESPEC, in connection with Albemarle Corporation’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”), consents to:

•the public filing by the Company and use of the Technical Report Summaries prepared by RESPEC on certain bromine reserves and resources controlled by Albemarle Corporation (the “Technical Report Summaries”), with an effective date of December 31, 2022 and dated February 15, 2023, that were prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission, as an exhibit to this Current Report on Form 8-K (the “Form 8-K”) and referenced in the Form 10-K;

RESPEC is responsible for authoring, and this consent pertains to, the Technical Report Summaries. RESPEC certifies that it has read the Form 10-K and that it fairly and accurately represents the information in the Technical Report Summaries for which it is responsible.

RESPEC

By: /s/ Edmundo J. Laporte

Name: Edmundo J. Laporte

Title: Director of International Business Division / Principal Consultant

Exhibit 96.1


SEC Technical Report Summary Pre-Feasibility Study Greenbushes Mine Western Australia Effective Date: December 31, 2022 Report Date: February 14, 2023
Report Prepared for Albemarle Corporation 4350 Congress Street Suite 700 Charlotte, North Carolina 28209
Report Prepared by SRK Consulting (U.S.), Inc. 999 Seventeenth Street, Suite 400 Denver, CO 80202 SRK Project Number: USPR000574

SRK Consulting (U.S.), Inc.


SEC Technical Report Summary – Greenbushes Mine			Page ii

Table of Contents


1 Executive Summary			1
1.1 Property Description (Including Mineral Rights) and Ownership			1
1.2 Geology and Mineralization			1
1.3 Status of Exploration, Development and Operations			2
1.4 Mineral Resource and Mineral Reserve Estimates			2
1.4.1 Mineral Resources			2
1.4.2 Mineral Reserve Estimate			4
1.5 Mining Operations			6
1.6 Mineral Processing and Metallurgical Testing			8
1.7 Processing and Recovery Methods			8
1.8 Infrastructure			9
1.9 Environmental Studies, Permitting, and Plans, Negotiations, or Agreements with Local Individuals or Groups			10
1.10 Summary Capital and Operating Cost Estimates			13
1.11 Economics			17
1.12 Conclusions and Recommendations			20
1.12.1 Property Description and Ownership			20
1.12.2 Geology and Mineralization			20
1.12.3 Status of Exploration, Development and Operations			20
1.12.4 Mineral Resource			20
1.12.5 Reserves and Mining Methods			20
1.12.6 Processing and Recovery Methods			20
1.12.7 Infrastructure			21
1.12.8 Environmental Studies, Permitting, and Plans, Negotiations, or Agreements with Local Individuals or Groups			21
1.12.9 Summary Capital and Operating Cost Estimates			22
1.12.10 Economics			23
2 Introduction			24
2.1 Terms of Reference and Purpose of the Report			24
2.2 Sources of Information			25
2.3 Details of Inspection			25
2.4 Report Version Update			26
2.5 Qualified Person			26
3 Property Description			27
3.1 Property Location			27
3.2 Property Area			30


February 2023

SRK Consulting (U.S.), Inc.


SEC Technical Report Summary – Greenbushes Mine			Page iii


3.3 Mineral Title			30
3.4 Encumbrances			33
3.5 Royalties or Similar Interest			33
3.6 Other Significant Factors and Risks			33
4 Accessibility, Climate, Local Resources, Infrastructure and Physiography			34
4.1 Topography, Elevation and Vegetation			34
4.2 Means of Access			34
4.3 Climate and Length of Operating Season			34
4.4 Infrastructure Availability and Sources			34
4.4.1 Water			34
4.4.2 Electricity			35
4.4.3 Personnel			35
4.4.4 Supplies			35
5 History			36
5.1 Previous Operations			36
5.1.1 Tin			36
5.1.2 Tantalum			36
5.1.3 Lithium Minerals			36
5.2 Exploration and Development of Previous Owners or Operators			37
6 Geological Setting, Mineralization, and Deposit			38
6.1 Regional Geology			38
6.2 Local Geology			40
6.2.1 Structure			44
6.2.2 Mineralogy			45
7 Exploration			47
7.1 Exploration Work (Other Than Drilling)			47
7.1.1 Significant Results and Interpretation			47
7.2 Exploration Drilling			47
7.2.1 Holes by Type Included in the 2020 Resource Block Model Drilling Surveys			47
7.2.2 Sampling Methods and Sample Quality			48
7.2.3 Diamond Drilling Sampling			48
7.2.4 RC Drilling Sampling			49
7.2.5 Drilling Type and Extent			49
7.2.6 Drilling Type and Extents Drilling, Sampling, or Recovery Factors			53
7.2.7 Drilling Results and Interpretation			56
7.3 Hydrogeology			56


February 2023

SRK Consulting (U.S.), Inc.


SEC Technical Report Summary – Greenbushes Mine			Page iv


7.4 Geotechnical Data, Testing and Analysis			57
8 Sample Preparation, Analysis and Security			59
8.1 Sample Preparation Methods and Quality Control Measures			59
8.2 Sample Preparation, Assaying and Analytical Procedures			60
8.3 Quality Assurance and Quality Control Procedures			61
8.4 Assay QA/QC			62
8.5 QA/QC - Recent Drilling			62
8.6 Twinned Drillholes			68
8.7 Opinion on Adequacy			70
9 Data Verification			72
9.1 Data Verification Procedures			72
9.2 Limitations			74
9.3 Opinion on Data Adequacy			74
10 Mineral Processing and Metallurgical Testing			75
10.1 Metallurgical Testwork and Analysis			75
10.2 SRK Opinion			76
11 Mineral Resource Estimates			77
11.1 Geological Model			77
11.1.1 2020 Central Lode Geological Model			77
11.1.2 2020 Kapanga Geological Model			86
11.2 Exploratory Data Analysis			90
11.2.1 Outliers and Compositing			94
11.2.2 Continuity Analysis			102
11.3 Mineral Resources Estimates			110
11.3.1 Quantitative Kriging Neighborhood Analysis (QKNA)			110
11.3.2 Central Lode Variable Orientation Modeling			113
11.3.3 Block Models			114
11.3.4 Grade Interpolation			117
11.3.5 Block Model Validation			120
11.3.6 2022 Depletion			129
11.3.7 Bulk Density			130
11.3.8 Reconciliation			130
11.3.9 Resource Classification and Criteria			131
11.4 Resource Cut-Off Grades Estimates			135
11.5 Reasonable Prospects for Economic Extraction (RPEE)			135
11.6 Uncertainty			136
11.7 Summary Mineral Resources			137


February 2023

SRK Consulting (U.S.), Inc.


SEC Technical Report Summary – Greenbushes Mine			Page v


11.7.1 Mineral Resource Breakdowns and Sensitivity			140
11.8 Opinion on Influence for Economic Extraction			141
12 Mineral Reserve Estimates			142
12.1 Key Assumptions, Parameters, and Methods Used			142
12.1.1 Resource Model and Selective Mining Unit			142
12.1.2 Pit Optimization			142
12.1.3 Ultimate Pit and Phase Design			145
12.2 Modifying Factors			151
12.2.1 Mining Dilution and Mining Recovery			151
12.2.2 Processing Recovery			151
12.2.3 Reserves Cut-Off Grade Estimate			152
12.2.4 Material Risks Associated with the Modifying Factors			153
12.3 Summary Mineral Reserves			154
13 Mining Methods			156
13.1.1 Current Mining Methods			156
13.2 Parameters Relevant to Mine Designs and Plans			157
13.2.1 Geotechnical			157
13.2.2 Hydrological			160
13.3 Mine Design			161
13.3.1 Pit Design			161
13.4 Mining Dilution and Mining Recovery			164
13.5 Production Schedule			164
13.6 Waste Dump Design			171
14 Processing and Recovery Methods			172
14.1 Technical Grade Plant (TGP)			172
14.1.1 Crushing			176
14.1.2 Grinding and Classification Circuit			176
14.1.3 Coarse Processing Circuit			176
14.1.4 Fines Processing Circuit			176
14.1.5 Control Philosophy			176
14.2 Chemical Grade Plant-1 Crushing and Processing Plants			177
14.2.1 Crushing Circuit (CR1)			177
14.2.2 Chemical Grade Plant-1 (CGP1)			178
14.3 Chemical Grade Plant-2 Crushing and Processing Plants			181
14.3.1 Crushing Plant-2 (CR2)			183
14.3.2 Chemical Grade Plant-2 (CGP2)			183
14.4 CGP1 and CGP2 Mass Yield and Recovery Projection			184


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14.5 TGP Performance			185
14.6 CGP1 Performance			186
14.7 CGP2 Performance			187
14.7.1 CGP2 Process Performance Assessment			188
14.7.2 Revised CGP2 Yield Equation			189
14.8 Product Specifications			189
14.9 Process Operating Cost			190
14.9.1 Crushing Plant Operating Costs			190
14.9.2 TGP Operating Costs			191
14.9.3 CGP1 Operating Costs			191
14.9.4 CGP2 Operating Costs			192
14.10 Expansion Plans			192
14.11 SRK Opinion			192
15 Infrastructure			194
15.1 Access, Roads, and Local Communities			194
15.1.1 Access			194
15.1.2 Airport			195
15.1.3 Rail			195
15.1.4 Port Facilities			196
15.1.5 Local Communities and Labor			197
15.2 Facilities			198
15.2.1 Powerline Upgrade			199
15.2.2 Maintenance Service Area (MSA)			199
15.2.3 Mine Access Road			201
15.2.4 Warehouse Workshop Expansion			201
15.2.5 Laboratory Expansion			201
15.2.6 New Camp Facilities			201
15.3 Waste Rock Storage and Temporary Stockpiles			201
15.4 Energy			201
15.4.1 Power			201
15.4.2 Propane			202
15.4.3 Diesel			202
15.4.4 Gasoline			202
15.5 Water and Pipelines			203
15.6 Tailings Disposal			203
15.6.1 General Overview			204
15.6.2 Design Responsibilities and Engineer of Record			206


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15.6.3 Production Capacities and Schedule			207
15.6.4 Tailings Risk Discussion			208
16 Market Studies			209
16.1 Market Information			209
16.1.1 Lithium Market Introduction			209
16.1.2 Lithium Demand			210
16.1.3 Lithium Supply			214
16.1.4 Pricing Forecast			215
16.2 Product Sales			220
16.3 Contracts and Status			221
17 Environmental Studies, Permitting, and Plans, Negotiations, or Agreements with Local Individuals or Groups			222
17.1 Environmental Study Results			222
17.1.1 Flora and Vegetation			223
17.1.2 Terrestrial and Aquatic Fauna			223
17.1.3 Surface and Groundwater			224
17.1.4 Material Characterization			225
17.1.5 Air Quality and Greenhouse Gas Assessment			227
17.1.6 Noise, Vibration and Visual Amenity			227
17.1.7 Cultural Heritage			228
17.2 Environmental Management and Monitoring			228
17.2.1 Environmental Management			228
17.2.2 Tailings and Waste Disposal			229
17.2.3 Water Management			230
17.2.4 Solid Waste Management			231
17.2.5 Environmental Monitoring			231
17.3 Project Permitting Requirements			231
17.3.1 Legislative Framework			231
17.3.2 Primary Approvals			231
17.3.3 Other Key Approvals			232
17.3.4 Environmental Compliance			234
17.4 Local Individuals and Groups			234
17.5 Mine Reclamation and Closure			235
17.5.1 Closure Planning			235
17.5.2 Closure Cost Estimate			238
17.5.3 Performance or Reclamation Bonding			239
17.5.4 Limitations on the Current Closure Plan and Cost Estimate			239
17.5.5 Potential Material Omissions from the Closure Plan and Cost Estimate			240


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17.6 Adequacy of Plans			240
17.7 Commitments to Ensure Local Procurement and Hiring			241
18 Capital and Operating Costs			242
18.1 Capital Cost Estimates			242
18.1.1 Expansionary Capital Costs			242
18.1.2 Sustaining Capital Costs			243
18.2 Operating Cost Estimate			243
18.2.1 Mine Operating			244
18.2.2 Processing Operating Costs			245
18.2.3 Other Operating Costs			246
18.2.4 Shipping and Transportation Costs			246
18.2.5 Royalties			246
19 Economic Analysis			247
19.1 General Description			247
19.1.1 Basic Model Parameters			247
19.1.2 External Factors			247
19.1.3 Technical Factors			248
19.2 Results			260
19.3 Sensitivity Analysis			264
20 Adjacent Properties			265
21 Other Relevant Data and Information			266
21.1.1 Technical Grade Plant (TGP)			266
21.1.2 Tailings Retreatment Plant (TRP)			266
22 Interpretation and Conclusions			267
22.1 Geology and Resources			267
22.2 Reserves and Mining Methods			267
22.2.1 Reserves and Mine Planning			267
22.2.2 Geotechnical			267
22.3 Mineral Processing and Metallurgical Testing			268
22.4 Processing and Recovery Methods			268
22.5 Infrastructure			269
22.6 Environmental/Social			269
22.7 Closure			270
22.8 Costs			270
22.9 Economics			270
23 Recommendations			272
23.1 Recommended Work Programs			272


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23.1.1 Geology and Mineral Resources			272
23.1.2 Mining and Mineral Reserves			272
23.1.3 Processing and Recovery Methods			272
23.1.4 Geotechnical Program			272
23.1.5 Environmental and Closure			273
23.2 Recommended Work Program Costs			273
24 References			275
25 Reliance on Information Provided by the Registrant			278
Signature Page			280

List of Tables


Table 1-1: Greenbushes Summary Mineral Resources Exclusive of Mineral Reserves as of December 31, 2022- Based on US$1,523/t of Concentrate at Mine Gate– SRK Consulting (U.S.), Inc.			3
Table 1-2: Greenbushes Summary Mineral Reserves at December 31, 2022 Based on US$1,381/t of Concentrate Mine Gate – SRK Consulting (U.S.), Inc.			5
Table 1-3: Life of Mine Operating Cost Averages			15
Table 1-4: Indicative Economic Results (Albemarle)			18
Table 2-1: Site Visits			25
Table 3-1: Land Tenure Table			31
Table 6-1: Major Lithium and Tantalum Ore Minerals			45
Table 7-1: Drilling in the Central Lode Deposit.			51
Table 7-2: Kapanga Deposit Drilling by Type			52
Table 8-1: Greenbushes Laboratory Detection Limit History			61
Table 8-2: Central Lode and Kapanga Dry In Situ Bulk Density			61
Table 9-1: 2020 Central Lode Data Verification Summary			73
Table 11-1: 2020 Central Lode Model vs. Drilling Comparison			80
Table 11-2: Statistics for Li2O Indicator Model			86
Table 11-3: Kapanga Mineralization Domain Definitions and Coding			90
Table 11-4: Descriptive Statistics for Raw Sample Data – RDEX vs. GC within the Central Lode Pegmatite			91
Table 11-5: RDEX Drilling Statistics, by Central Lode Pegmatite Resource Domain			93
Table 11-6: Outlier Impact Evaluation – Central Lode High Grade Domain			97
Table 11-7: Outlier Impact Evaluation – Central Lode Low Grade Domain			97
Table 11-8: Kapanga Sample versus Composites Summary Statistics			102
Table 11-9: Li2O Variogram Models			106
Table 11-10: Li2O Modeled Variography at the Kapanga Deposit			108
Table 11-11: Kapanga Block Model Parameters			115
Table 11-12: Greenbushes Property-Scale Block Model Details			115
Table 11-13: Central Lode Li2O Estimation Parameters			118
Table 11-14: Kapanga Estimation Neighborhood Parameters			119


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Table 11-15: Statistical Comparison Li2O% – Central Lode High Grade Domain			122
Table 11-16: Statistical Comparison Li2O% – Central Lode Low Grade Domain			122
Table 11-17: Estimation Performance of Li2O Grades in the Kapanga Block Model			125
Table 11-18: Statistical Validation - Kapanga Composites to Block Grades			126
Table 11-19: Specific Gravity Data by Rock Type – Bulk Density Assignment			130
Table 11-20: Mineral Resource Economic Cut-Off Grade Calculation			135
Table 11-21: Greenbushes Summary Mineral Resources Exclusive of Mineral Reserves as of December 31, 2022 Based on US$1,523/t of Concentrate at Mine Gate– SRK Consulting (U.S.), Inc.			139
Table 11-22: Deposit Contribution to Mineral Resources			140
Table 11-23: Grade Tonnage Sensitivities – Pit-Constrained Mineral Resources Exclusive of Reserves			140
Table 12-1: Pit Optimization Parameters			143
Table 12-2: Summary Pit Optimization Results			145
Table 12-3: Reserves Economic Cut-Off Grade Calculation			153
Table 12-4: Greenbushes Summary Mineral Reserves at December 31, 2022 Based on US$1,381/t of Concentrate Mine Gate – SRK Consulting (U.S.), Inc.			155
Table 13-1: Load and Haul Contractor Mining Fleet			157
Table 13-2: Slope Design Parameters for Kapanga Pit			158
Table 13-3: Summary of Limit Equilibrium Stability Analysis Minimum Factor of Safety			160
Table 13-4: Grade Tonnage Curve within the Reserves Pit (5% Diluted) – Current Stockpiles Not Included			163
Table 13-5: Phase Inventory (December 31, 2022 to End of Mine Life)			164
Table 13-6: LoM Production Schedule -Expit and Mill Concentrate Production			168
Table 13-7: LoM Yearly Bench Sinking Rates (Number of 10-m-High Benches Mined per Phase per Year)			170
Table 13-8: Waste Dump Capacities			171
Table 14-1: CGP1 and CGP2 Model Yield and Li2O Recovery vs. Feed Grade			185
Table 14-2: Production Summary for the Technical Grade Plant (TGP)			186
Table 14-3: Summary of CGP1 Production			187
Table 14-4: Summary of CGP2 Production (2021 - 2022)			188
Table 14-5: Greenbushes Lithium Product Specifications			190
Table 14-6: Crushing Circuit Operating Cost Summary			190
Table 14-7: TGP Operating Cost Summary			191
Table 14-8: CGP1 Operating Cost Summary			191
Table 14-9: CGP2 Operating Cost Summary			192
Table 15-1: Local Communities			197
Table 15-2: Labor by Area			198
Table 15-3: Capacity Confirmation			208
Table 16-1: Lithium Carbonate, Hydroxide, and 6% Spodumene Price Forecasts			218
Table 16-2: Chemical Grade Spodumene Specifications			220
Table 16-3: Historic Greenbushes Production (Tonnes Annual Production, 100% Basis)			220
Table 17-1: Mining Proposals and MCPs Conditioned in Mining Tenure			233
Table 17-2: Reclamation and Closure Domains and Responsibilities			237


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Table 18-1: Life-of-Mine Capital Costs			242
Table 18-2: Life-of-Mine Expansionary Capital Costs			242
Table 18-3: Life-of-Mine Sustaining Capital Costs			243
Table 18-4: Life-of-Mine Total Operating Cost Estimate			243
Table 18-5: Mine Operating Costs			244
Table 18-6: Process Operating Costs			245
Table 18-7: Other Operating Costs			246
Table 18-8: Shipping and Transportation Costs			246
Table 19-1: Basic Model Parameters			247
Table 19-2: Modeled Exchange Rate			247
Table 19-3: Greenbushes Mining Summary			250
Table 19-4: Greenbushes Processing Summary			254
Table 19-5: Greenbushes Mining Cost Summary			256
Table 19-6: Variable Processing Costs			257
Table 19-7: Greenbushes Processing Cost Summary			257
Table 19-8: SG&A Fixed Costs			257
Table 19-9: SG&A Variable Costs			257
Table 19-10: Greenbushes SG&A Cost Summary			257
Table 19-11: Indicative Economic Results (Albemarle)			260
Table 19-12: Greenbushes Annual Cashflow (on an attributable basis)			262
Table 19-13: Greenbushes Key Project Data (100% basis)			263
Table 23-1: Summary of Costs for Recommended Work			274
Table 25-1: Reliance on Information Provided by the Registrant			278

List of Figures


Figure 1-1: Mine Production Profile			7
Figure 1-2: Sustaining Capital Profile (Tabular data in Table 19-12)			14
Figure 1-3: Life of Mine Operating Cost Profile (Tabular data in Table 19-12)			16
Figure 1-4: Life of Mine Operating Cost Summary			17
Figure 1-5: Annual Cashflow Summary (Albemarle) (Tabular data in Table 19-12)			19
Figure 3-1: General Location Map, Greenbushes Mine			28
Figure 3-2: Greenbushes Regional Location Map			29
Figure 3-3: Property Area Layout with Drilling Collars			30
Figure 3-4: Greenbushes Land Tenure Map			32
Figure 6-1: Regional Geology Map			39
Figure 6-2: Greenbushes Area Generalized Geology Map with Inset Cross Section			42
Figure 6-3: Greenbushes Property Geology Map			43
Figure 6-4: Simplified Stratigraphic Column			44
Figure 6-5: Cross Section Showing Generalized Stratigraphy and Greenbushes Pegmatite Mineral Zoning			46
Figure 7-1: Greenbushes Property Drilling Type and Extents			50


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Figure 7-2: Central Lode Resource Model Drilling by Drilling Method			51
Figure 7-3: Central Lode Resource Model Drilling by Meterage			52
Figure 7-4: Drilling at the Kapanga Deposit			53
Figure 7-5: Box and Whisker Plot – Li2O by Drilling Type			54
Figure 7-6: Drilling Type Mean Comparison – By Average Separation Distance			55
Figure 8-1: Results for CRM SORE1			63
Figure 8-2: Results for CRM SORE2			64
Figure 8-3: Scatterplot of Recent Field Duplicates >0.2% Li2O			66
Figure 8-4: QQ Plot of Field Duplicates Post-January 2016			67
Figure 8-5: HARD Plot of Field Duplicates Post January 2016			68
Figure 8-6: DDH v RC Composites QQ PLOTS for Kapanga Pegmatite Lithium Domain			69
Figure 8-7: DDH v. RC Composites QQ Plots for Kapanga Pegmatite Low Grade			70
Figure 11-1: Example of In-Pit Geological Mapping Integration for 3D Modeling			79
Figure 11-2: Plan View of 3D Lithology Model			81
Figure 11-3: Cross-Section View of Geological Model			82
Figure 11-4: Cross Section View of Oxidation Model			83
Figure 11-5: Li2O Histogram of Raw Assays Internal to Pegmatite			84
Figure 11-6: Pegmatite Distribution of Composited Li2O Assays Around 0.7% Li2O			85
Figure 11-7: Perspective View of 0.7% Li2O Spodumene Pegmatite			85
Figure 11-8 : Oblique View of the Kapanga Lithological Model and Drilling			87
Figure 11-9: Kapanga Oxidation Model with Drilling and Pegmatite			88
Figure 11-10: Kapanga Mineralization Model			89
Figure 11-11: Spatial Relationship of RDEX and GC Drilling in the Central Lode Deposit			92
Figure 11-12: Log Probability Plot – Li2O% Central Lode High Grade Domain			95
Figure 11-13: Log Probability Plot – Li2O% Central Lode Low Grade Domain			96
Figure 11-14: Log Probability Plot of Fe2O3 Distribution in Fresh Pegmatite at the Kapanga Deposit			98
Figure 11-15: Histogram of Sample Length within Central Lode Pegmatite			99
Figure 11-16: Scatter Plot Li2O% and Sample Length – Central Lode			100
Figure 11-17: Compositing Comparisons – Li2O% Grades in Central Lode Model			101
Figure 11-18: Modeled Variograms – Li2O% - High Grade Domain			103
Figure 11-19: Modeled Variograms – Li2O% - Low Grade Domain			105
Figure 11-20: Kapanga Modeled Variography for Li2O			109
Figure 11-21: QKNA Block Size Sensitivity			111
Figure 11-22: QKNA Sample Selection Sensitivity			112
Figure 11-23: QKNA Search Range Sensitivity			113
Figure 11-24: Structural Planes Utilized for Variable Orientation Modeling			114


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Figure 11-25: Block Model Extents in Plan View			116
Figure 11-26: Visual Comparison of Li2O Distribution – Central Lode			121
Figure 11-27: Swath Plot – Li2O% – Central Lode High Grade Domain			123
Figure 11-28: Visual Validation of Lithium Grades to Original Drilling Data at the Kapanga Deposit			124
Figure 11-29: Li2O Slope of Regression Distribution at Kapanga			125
Figure 11-30: Kapanga Swath (Trend) Plots for Li2O – Fresh Lithium Domain			127
Figure 11-31: Kapanga Swath (Trend) Plots for Fe2O3 – Fresh Lithium Domain			128
Figure 11-32: Underground Void Wireframes			129
Figure 11-33: Central Lode Resource Classification			132
Figure 11-34: Kapanga Resource Classification - Section 11,600N			134
Figure 11-35: Grade-Tonnage Curve for Mineral Resources.			141
Figure 12-1: Plan View of the Ultimate Pit Design			146
Figure 12-2: Section View of Ultimate Pit Design (12,100N) – Central Lode and Kapanga			147
Figure 12-3: Plan View of Phase Design (14 Phases)			148
Figure 12-4: Section View of Phase Design (12,100N) – Central Lode and Kapanga			149
Figure 12-5: Greenbushes Final Pit and Waste Dump Design in Plan View			150
Figure 13-1: Greenbushes Central Lode Pit as of December 31, 2022			156
Figure 13-2: Plan View of 3D 2020 Ultimate Pit with Slope Stability Cross Section Locations			159
Figure 13-3: LoM Pit Design			162
Figure 13-4: Mining and Rehandle Profile			165
Figure 13-5: Feed Grade by Plant			165
Figure 13-6: Combined Process Plant Throughput and Grade (TECH, CPG1, CPG2, CPG3 and CPG4)			166
Figure 13-7: Concentrate Production by Plant (TECH, CPG1, CPG2, CPG3 and CPG4)			166
Figure 13-8: Long-Term Ore Stockpile Size			167
Figure 14-1: Simplified TGP Flowsheet			173
Figure 14-2: TGP Process Flowsheet			175
Figure 14-3: CR1 Crushing Plant Flowsheet			178
Figure 14-4: CGP1 Process Flowsheet			179
Figure 14-5: CGP2 Process Flowsheet			182
Figure 15-1: Greenbushes Project General Location			195
Figure 15-2: Western Australia Railroad Lines			196
Figure 15-3: Berth 8 at Bunbury Port			197
Figure 15-4: General Description with Facilities Map			199
Figure 15-5: Layout of the New MSA Facilities			200
Figure 15-6: Greenbushes Power Layout			202
Figure 15-7: Greenbushes Tailings Locations			206


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Figure 16-1: Lithium Demand			210
Figure 16-2: China PEV Sales			211
Figure 16-3: Lithium Historical Carbonate and Hydroxide Spot Prices			216
Figure 16-4-: Historical 6% Spodumene Concentrate Spot Price			216
Figure 16-5: Lithium Supply-Demand Balance			217
Figure 18-1: Mine Operating Cost Profile			245
Figure 19-1: Greenbushes Mining Profile (Tabular data in Table 19-12)			249
Figure 19-2: Greenbushes Processing Profile (Tabular data in Table 19-12)			251
Figure 19-3: Greenbushes Production Profile (Tabular data in Table 19-12)			253
Figure 19-4: Life of Mine Operating Cost Summary (Tabular data in Table 19-12)			255
Figure 19-5: Life-of-Mine Operating Cost Contributions			256
Figure 19-6: Greenbushes Sustaining Capital Profile (Tabular data in Table 19-12)			259
Figure 19-7: Annual Cashflow Summary (Albemarle) (Tabular data in Table 19-12)			261
Figure 19-8: Greenbushes NPV Sensitivity Analysis (Albemarle)			264


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List of Abbreviations

The metric system has been used throughout this report. Tonnes are metric of 1,000 kg, or 2,204.6 lb. All currency is in U.S. dollars (US$) unless otherwise stated.


Abbreviation			Unit or Term
A			ampere
AA			atomic absorption
A/m2			amperes per square meter
ANFO			ammonium nitrate fuel oil
Ag			silver
Au			gold
AuEq			gold equivalent grade
°C			degrees Centigrade
CCD			counter-current decantation
CIF			cost-insurance-freight
CIL			carbon-in-leach
CoG			cut-off grade
cm			centimeter
cm2			square centimeter
cm3			cubic centimeter
cfm			cubic feet per minute
ConfC			confidence code
CRec			core recovery
CSS			closed-side setting
CTW			calculated true width
°			degree (degrees)
dia.			diameter
EIS			Environmental Impact Statement
EMP			Environmental Management Plan
FA			fire assay
FOS			fine ore stockpile
FoS			factor of safety
ft			foot (feet)
ft2			square foot (feet)
ft3			cubic foot (feet)
g			gram
gal			gallon
g/L			gram per liter
g-mol			gram-mole
gpm			gallons per minute
g/t			grams per tonne
ha			hectares
HDPE			Height Density Polyethylene
hp			horsepower
HTW			horizontal true width
ICP			induced couple plasma
ID2			inverse-distance squared
ID3			inverse-distance cubed
IFC			International Finance Corporation
ILS			Intermediate Leach Solution
kA			kiloamperes
kg			kilograms
km			kilometer
km2			square kilometer
koz			thousand troy ounce
kt			thousand tonnes
kt/d			thousand tonnes per day


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kt/y			thousand tonnes per year
kV			kilovolt
kW			kilowatt
kWh			kilowatt-hour
kWh/t			kilowatt-hour per metric tonne
L			liter
LCE			Lithium Carbonate Equivalent
L/s			liters per second
L/s/m			liters per second per meter
lb			pound
LHD			Long-Haul Dump truck
LLDDP			Linear Low Density Polyethylene Plastic
LOI			Loss On Ignition
LoM			Life-of-Mine
m			meter
m2			square meter
m3			cubic meter
masl			meters above sea level
MARN			Ministry of the Environment and Natural Resources
mg/L			milligrams/liter
mm			millimeter
mm2			square millimeter
mm3			cubic millimeter
MME			Mine & Mill Engineering
Moz			million troy ounces
Mt			million tonnes
MTW			measured true width
MW			million watts
m.y.			million years
NGO			non-governmental organization
NI 43-101			Canadian National Instrument 43-101
OSC			Ontario Securities Commission
oz			troy ounce
%			percent
PLC			Programmable Logic Controller
PLS			Pregnant Leach Solution
PMF			probable maximum flood
ppb			parts per billion
ppm			parts per million
QA/QC			Quality Assurance/Quality Control
RC			rotary circulation drilling
RoM			Run-of-Mine
RQD			Rock Quality Description
SEC			U.S. Securities & Exchange Commission
sec			second
SG			specific gravity
SPT			standard penetration testing
st			short ton (2,000 pounds)
t			tonne (metric ton) (2,204.6 pounds)
t/h			tonnes per hour
t/d			tonnes per day
t/y			tonnes per year
TSF			tailings storage facility
TSP			total suspended particulates
µm			micron or microns
V			volts
VFD			variable frequency drive
W			watt
XRD			x-ray diffraction
y			year


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1Executive Summary

This report was prepared as a Prefeasibility-level Technical Report Summary in accordance with the Securities and Exchange Commission (SEC) S-K regulations (Title 17, Part 229, Items 601 and 1300 until 1305) for Albemarle Corporation (Albemarle) by SRK Consulting (U.S.), Inc. (SRK) on the Greenbushes Mine (Greenbushes). This report is an update of the previous report titled "SEC Technical Report Summary, Pre-Feasibility Study, Greenbushes Mine Western Australia. Amended Date December 16, 2022”.

Greenbushes is held within the operating entity, Talison Lithium Australia Pty Ltd (Talison), of which Albemarle is a 49% owner with the remaining 51% ownership controlled by a Joint Venture (Tianqi/IGO JV) between Tianqi Lithium (Tianqi) and IGO Ltd (IGO) with ownership of 26.01% and 24.99%respectively.

SRK’s reserve estimate is based on the production of chemical grade spodumene concentrate from three existing processing facilities, the two existing chemical grade plants (CGP1 and CGP2) as well as the existing technical grade (TGP) spodumene plant, and the expansion chemical grade plants (CGP3 and CGP4). Talison’s future production from the technical grade plant is planned to target technical grade spodumene products. However, classification of resource applicable for processing as technical grade product does not occur until the grade-control drilling stage and therefore adequate data is not available to characterize production from this plant as technical grade for this reserve estimate. Instead, production from this plant has been assumed as lower value (on average) chemical grade product.

Talison is operating a processing facility to recover lithium from historic tailings (tailings retreatment plant or TRP). SRK has excluded the TRP from its reserve estimate due to limited materiality and technical data underlying the resource.

1.1Property Description (Including Mineral Rights) and Ownership

The Greenbushes property is a large mining operation located in Western Australia extracting lithium and tantalum products from a pegmatite orebody. In addition to being the longest continuously operated mine in Western Australia, the Greenbushes pegmatite is one of the largest known spodumene pegmatite resources in the world. The Greenbushes Lithium Operations property area is approximately 2,000 ha, which is a smaller subset of a larger 10,067 ha land package controlled by Talison. Talison holds 100% of 10,067 ha of mineral tenements which cover the Greenbushes Lithium Operations area and surrounding exploration areas.

1.2Geology and Mineralization

The Greenbushes pegmatite deposit consists of a primary pegmatite intrusion (Central Lode) with a smaller, sub-parallel pegmatite to the east (Kapanga). The primary intrusion and its subsidiary dikes and pods are concentrated within shear zones within a metamorphic belt consisting of granofels, ultramafic schists and amphibolites. The pegmatites are crosscut by mafic dolerite dikes. The Central Lode pegmatite is over 3 kilometers (km) long (north by northwest), up to 300 meters (m) wide (normal to dip), strikes north to north-west and dips moderately to steeply west to south-west. The Kapanga deposit sits approximately 300 m to the east of the Central Lode deposit with strike length


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SEC Technical Report Summary – Greenbushes Mine			Page 2

of 1.8 km, thickness averaging 150 m and dips between 40° and 60° toward the west. Current drilling has defined the Kapanga deposit to approximately 450 m depth below surface.

Overall, the Greenbushes pegmatite averages approximately 2% Li2O. Major minerals are quartz, spodumene, albite, and K-feldspar. Primary lithium-bearing minerals are spodumene, LiAlSi2O6 (approximately 8% Li2O) and spodumene varieties kunzite and hiddenite. Minor lithium minerals include lepidolite (mica), amblygonite and lithiophilite (phosphates).

1.3Status of Exploration, Development and Operations

SRK notes that the property is an active mining operation with a long history of tin, tantalum, and lithium mining. The results and interpretation from exploration data is supported by extensive drilling and active mining exposure of the orebody in multiple pits on the property. The area around the current Greenbushes Lithium Operations has been extensively mapped, sampled, and drilled over several decades of exploration work. For the purposes of this report, the active mining, drilling, and in-pit mapping are considered robust for exploration work to support the current mineral resource estimation.

1.4Mineral Resource and Mineral Reserve Estimates

1.4.1Mineral Resources

The Mineral Resource disclosed are based on a property-wide resource block model comprised of the 2020 Central Lode and the 2020 Kapanga deposit models combined during 2021. Changes from the previous resource statement include the inclusion of Kapanga mineral resources, depletion of the Central Lode model due to mining activities during the calendar year 2022, and revised pit optimization and cut-off grade (CoG) parameters. The mineral resource statement disclosed in this TRS has an effective date of December 31, 2022. These reflect adjustments in property topography, economics, or other factors which have not modified the underlying data such as drilling, geology models, or block models.

Mineral resources have been estimated by SRK and are based on a spodumene concentrate sales price of US$1,650 CIF China, which is US$1,523/t of concentrate at the mine gate after deducting for transportation and government royalty. The applied resource CoG used reflects current operational practices at 0.7% Li2O. All resources are categorized in a manner consistent with SEC definitions. Mineral resources have been reported using an optimized pit shape, based on economic and mining assumptions to support the reasonable prospects for economic extraction of the resource. Current mineral resources, exclusive of reserves, are summarized in Table 1-1.


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Table 1-1: Greenbushes Summary Mineral Resources Exclusive of Mineral Reserves as of December 31, 2022- Based on US$1,523/t of Concentrate at Mine Gate– SRK Consulting (U.S.), Inc.


Area	Category	100% Tonnes (Mt)	Attributable Tonnes (Mt)	Li2O (%)	Cut-Off (% Li2O)	Mass Yield	100% Concentrate Tonnes at 6.0% Li2O (Mt)	Attributable Concentrate Tonnes at 6% Li2O (Mt)	100% Li Metal in Concentrate (Kt)	Attributable Li Metal in Concentrate (Kt)
Resource Pit 2022	Indicated	44.4	21.8	1.53	0.7	16.4	7.3	3.6	203.0	99.5
	Inferred	57.7	28.3	1.15	0.7	11.3	6.5	3.2	181.1	88.7

Source: SRK, 2023

•Albemarle’s attributable portion of mineral resources is 49%.

•Mineral resources are reported exclusive of mineral reserves. Mineral resources are not mineral reserves and do not have demonstrated economic viability.

•Resources have been reported as in situ (hard rock within an optimized pit shell).

•Resources have been categorized subject to the opinion of a QP based on the quality of informing data for the estimate, consistency of geological/grade distribution, data quality, and have been validated against long term mine reconciliation.

•Resources which are contained within the mineral reserve pit design may be excluded from reserves due to an Inferred classification.

•All stockpiled resources have been converted to mineral reserves.

•Mineral resources tonnage and contained metal have been rounded to reflect the accuracy of the estimate, and numbers may not add due to rounding.

oThe mass yield for resources processed through the chemical grade plants is estimated based on Greenbushes’ mass yield formula, which is Yield%=9.362*(Li2O %)^1.319, subject to a 97% recovery limitation when the Li2O grade exceeds 5.5%.

oDerivation of economic CoG for resources is based on the mine gate pricing of US$1,523/t of 6% Li2O concentrate. The mine gate price is based on US$1,650/t-conc CIF less US$127/t-conc for government royalty and transportation to China.

oCosts estimated in Australian Dollars were converted to U.S. dollars based on an exchange rate of 1.00AU$:0.72US$.

oThe economic CoG calculation is based on US$2.79/t-ore incremental ore mining cost, US$23.35/t-ore processing cost, US$3.57/t-ore G&A cost, and US$1.88/t-ore sustaining capital cost. Incremental ore mining costs are the costs associated with the RoM loader, stockpile rehandling, grade control assays and rockbreaker.

oThe price, cost and mass yield parameters produce a calculated resource economic CoG of 0.319% Li2O. However, due to the internal constraints of the current operations, an elevated resource CoG of 0.7% Li2O has been applied. SRK notes actual economic CoG is lower, but it is the QP’s opinion to use a 0.7% Li2O CoG to align with current site practices.

oAn overall 42° (east side) and 46° (west side) pit slope angle, 0% mining dilution, and 100% mining recovery.

oResources were reported above the assigned 0.7% Li2O CoG and are constrained by an optimized 0.95 revenue factor pit shell.

oNo infrastructure movement capital costs have been added to the optimization.

•Mineral resources tonnage and contained metal have been rounded to reflect the accuracy of the estimate, and numbers may not add due to rounding.

•SRK Consulting (U.S.) Inc. is responsible for the mineral resources with an effective date: December 31, 2022.


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1.4.2 Mineral Reserve Estimate

The conversion of mineral resources to mineral reserves has been completed in accordance with United States Security and Exchange Commission (SEC) regulations CFR 17, Part 229 (S-K 1300). Mineral reserves were determined based on a spodumene concentrate sales price of US$1,500/t of concentrate CIF China (or US$1,381/t of concentrate at the mine gate after deducting for transportation and government royalty). The mineral reserves are based on PFS level study as defined in §229.1300 et seq.

The mineral reserve calculations for the Greenbushes Central Lode lithium deposit have been carried out by a Qualified Person as defined in §229.1300 et seq. SRK Consulting (U.S.) Inc. is responsible for the mineral reserves reported herein. Table 1-2 shows the Greenbushes mineral reserves with an effective date of December 31, 2022.


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Table 1-2: Greenbushes Summary Mineral Reserves at December 31, 2022 Based on US$1,381/t of Concentrate Mine Gate – SRK Consulting (U.S.), Inc.


Classification	Type	100% Tonnes (Mt)	Attributable Tonnes (Mt)	Li2O%	Mass Yield (%)	100% Concentrate (Mt)	Attributable Concentrate (Mt)	100% Li Metal in Concentrate (Kt)	Attributable Li Metal in Concentrate (Kt)
Probable Mineral Reserves	In situ	153.1	75.0	1.91	22.2	34.0	16.7	947.8	464.4
	Stockpiles	4.0	2.0	1.99	22.2	0.9	0.4	24.4	11.9
	In situ + Stockpiles	157.1	77.0	1.91	22.2	34.9	17.1	972.2	476.4

Source: SRK, 2022

Notes to Accompany Mineral Reserve Table:

•Albemarle’s attributable portion of mineral resources and reserves is 49%.

•Mineral reserves are reported exclusive of mineral resources.

•Indicated in situ resources have been converted to Probable reserves.

•Measured and Indicated stockpile resources have been converted to Probable mineral reserves.

•Mineral reserves are reported considering a nominal set of assumptions for reporting purposes:

oMineral reserves are based on a mine gate price of US$1,381/t of chemical grade concentrate (6% Li2O).

oMineral reserves assume 93% global mining recovery.

oMineral reserves are diluted at approximately 5% at zero grade for all mineral reserve blocks in addition to internal dilution built into the resource model (2.7% with the assumed selective mining unit of 5 m x 5 m x 5 m).

oThe MY for reserves processed through the chemical grade plants is estimated based on Greenbushes’ mass yield formula, which is Yield%=9.362*(Li2O %)^1.319, subject to a 97% recovery limitation when the Li2O grade exceeds 5.5%. The average LoM mass yield for the chemical grade plants is 22.2%.

oThe MY for reserves processed through the technical grade plant is estimated based on Greenbushes’ mass yield formula, which is Yield%=(31.792* Li2O %)–80.809. There is approximately 3.2 Mt of technical grade plant feed at 3.7% Li2O. The average LoM mass yield for the technical grade plant is 37.5%.

oAlthough Greenbushes produces a technical grade product from the current operation, it is assumed that the reserves reported herein will be sold as a chemical grade product. This assumption is necessary because feed for the technical grade plant is currently only defined at the grade control or blasting level. Therefore, it is conservatively assumed that concentrate produced by the technical grade plant will be sold at the chemical grade product price

oDerivation of economic CoG for reserves is based on mine gate pricing of US$1,381/t of 6% Li2O concentrate. The mine gate price is based on US$1,500/t-conc CIF less US$119/t-conc for government royalty and transportation to China.

oCosts estimated in Australian Dollars were converted to U.S. dollars based on an exchange rate of 1.00AU$:0.72US$.

oThe price, cost and mass yield parameters produce a calculated economic CoG of 0.344% Li2O. However, due to the internal constraints of the current operations, an elevated mineral reserves CoG of 0.7% Li2O has been applied.

oThe CoG of 0.7% Li2O was applied to reserves that are constrained by the ultimate pit design and are detailed in a yearly mine schedule.

oStockpile reserves have been previously mined and are reported at a 0.7% Li2O CoG.

•Waste tonnage within the reserve pit is 701.5 Mt at a strip ratio of 4.58:1 (waste to ore – not including reserve stockpiles)

•Mineral reserve tonnage, grade and mass yield have been rounded to reflect the accuracy of the estimate, and numbers may not add due to rounding:

oMt = millions of metric tonnes

oReserve tonnes are rounded to the nearest hundred thousand tonnes

•SRK Consulting (U.S.) Inc. is responsible for the mineral reserves with an effective date: December 31, 2022.


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1.5Mining Operations

Greenbushes is an operating mine using conventional open pit mining methods to extract mineral reserves containing economic quantifies of Li2O to produce both chemical and technical grade spodumene concentrates. Drilling, blasting, and load and haul activities are performed by contractors. Grade control is performed with reverse circulation (RC) drills that sample on 2.5 m intervals. In ore areas, mining occurs on 5 m benches and in waste areas, 10 m benches are used. Ore is hauled to the run-of-mine (RoM) pad or to long-term ore stockpiles. Waste rock is hauled to a waste dump adjacent to the open pit.

The pit design has been checked for geotechnical stability. Rock mass parameters based on characterization work have been input according to structural domain into a limit equilibrium stability analysis. Results of the stability analyses indicate that all slopes meet the minimum acceptability criteria of factor of safety greater than 1.3.

The life-of-mine (LoM) production profile is shown in Figure 1-1. The peak annual material movement is approximately 56 Mt and mining spans approximately 19 years. The LoM average strip ratio (w:o) is 5.48.


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Source: SRK, 2023

Figure 1-1: Mine Production Profile


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1.6Mineral Processing and Metallurgical Testing

SRK notes that Greenbushes Chemical Grade Plant -1 (CGP1) is a mature operation and was used as basis for design of Greenbushes new Chemical Grade Plant-2 (CGP2) CGP2 processes ore from the same orebody using essentially the same flowsheet as CGP1. As a result, incorporation of process improvements at CGP2 is based on opportunities identified by Greenbushes during operation of CGP1, rather than on new fundamental metallurgical testing. SRK is of the opinion that this is an adequate basis for CGP2 design given that the CGP2 process flowsheet is based on the CGP1 flowsheet and that CGP2 would process ore from the same orebody as CGP1. SRK notes that Greenbushes did conduct metallurgical testwork to support a change to the comminution circuit that incorporates high pressure grinding rolls (HPGR) in CGP2, instead of the ball mill grinding circuit used in CGP1. This work resulted in the development of a yield model that estimates incrementally higher lithium recovery in CGP2, which is attributed to HPGR comminution instead of ball mill grinding as practiced in CGP1. This additional lithium recovery has not yet been demonstrated during CGP2 commissioning and initial operations.

1.7Processing and Recovery Methods

Greenbushes currently has two ore crushing facilities (CR1 and CR2) and three ore processing plants which include a technical grade plant (TGP), chemical grade plant-1 (CGP1) and chemical grade plant-2 (CGP2) with a nominal capacity of 4.5 Mt/y of pegmatite feed to produce a nominal 1.3 Mt/y of spodumene concentrate from all three plants combined. TGP is a relatively small plant that processes approximately 350,000 t/y of ore at an average grade of about 3.8% Li2O and produces about 150,000 t of spodumene concentrate products. TGP produces a variety of product grades identified as SC7.2, SC6.8, SC5.5 and SC5.0.

During 2022 TGP processed (Table 14-2) 370,893 t of ore at an average grade of 3.94% Li2O and recovered 72.5% of the contained lithium into six separate products (SC7.2-Standard, SC7.2-Premium, SC6.8, SC6.5, SC6.0 and SC5.0).

CGP1 and CGP2 process spodumene ore into lithium concentrates containing a minimum of 6% Li2O and a maximum iron content of 1% iron oxide (Fe2O3). The process flowsheets utilized by both CGP1 and CGP2 are similar and include the following major unit operations to produce chemical grade spodumene concentrates:

•Crushing

•Grinding and classification

•Heavy media separation

•Wet high intensity magnetic separation (WHIMS)

•Coarse mineral flotation

•Regrinding

•Regrind coarse mineral flotation

•Fine mineral flotation

•Concentrate filtration

•Final tailings thickening and storage at the tailing storage facility

During 2022 CGP1 processed 1.79 Mt of ore at an average grade of 2.69% Li2O and recovered 72.1% of the contained lithium into concentrates averaging 6.06% Li2O, representing a mass yield of 32%.


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CGP2 commissioning began during September 2019 and continued through April 2020 and was then shut down and put on care and maintenance during the period from March 2020 to April 2021 due to market demand considerations. CGP2 was then put back into production during May 2021.

During 2021 (May to December), CGP2 processed 1,387,985 t of ore at an average grade of 1.97% Li2O and recovered 50.5% of the lithium (versus a predicted recovery of 73%) into 229,521 t of concentrate at an average grade of 5.88% Li2O. Concentrate yield for this period averaged 16.5% versus the model yield projection of 24.5%. Although, product quality specifications were generally achieved, lithium recovery and concentrate yield were substantially below target.

During 2022 CGP2 processed 1,999,006 t of ore at an average grade of 1.96% Li2O and recovered 64.0% of the lithium (versus a predicted recovery of 74.3%) into 419,246 t of concentrate at an average grade of 5.98% Li2O. CGP2 performance improved steadily during 2022 with significant improvement during the fourth quarter. During the fourth quarter of 2022 lithium recovery averaged 68.2% versus a predicted recovery of 75.4%. The improved plant performance is attributed to improved operating availability, steady-state operation and ongoing efforts to improve performance of individual unit operations. As part of this effort, Greenbushes retained MinSol Engineering to undertake a performance assessment of CGP2 and identify areas where improvements in the plant could be made to increase lithium recovery. MinSol identified and coordinated process plant improvements which resulted in increasing lithium recovery from about 50% reported for 2021 to the Q4 2022 average of 68%. This represents an 18% increase in recovery.

Lithium recovery remains about 8% less than the design recovery and MinSol has identified additional process improvements for CGP2 that could be implemented during 2023 in an effort to achieve the original design lithium recovery.

SRK notes that that CGP2 and CGP1 flowsheets are similar and both plants process ore from the same mining operation, as such, SRK believes that it is reasonable to expect that CGP2 will eventually achieve performance similar to CGP1. SRK is of the opinion that the incrementally higher lithium recovery included in Greenbushes CGP2 yield model (attributed to the inclusion of the HPGR in CGP2’s comminution circuit) is not warranted as it has been determined that the HPGR results in higher unrecoverable lithium slimes production than had been anticipated. SRK recommends that Greenbushes CGP1 yield model be used for both for CGP1 and CGP2 for resource and reserve modeling to provide estimates of mass yield and lithium recovery at various ore grades in the mine plan.

Greenbushes is currently constructing Chemical Grade Plant-3 (CGP3), which will be identical to CGP2 with a capacity of 2.4 Mt/y. CGP3 is scheduled to come on-line during Q2 2025. Greenbushes also has plans to construct Chemical Grade Plant-4 (CGP4), which will also be based CGP2. CGP4 is currently planned to commence production during Q1 2027. For purposes of resource and reserve mine planning SRK recommends that Greenbushes’ yield model for CGP1 be used to estimate future production from CGP3 and CGP4.

1.8Infrastructure

Greenbushes is a mature operating lithium hard rock open pit mining and concentration project that produces lithium carbonate. Access to the site is by paved highway off of a major Western Australian highway. Employees travel to the project from various communities in the region. The established facilities on the site include security fencing and guard house access, communications systems,


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access roads and interior site roads, administrative and other offices, change houses, existing mine services area (MSA), warehousing, shops, crushing plants, processing plants (CGP1/CGP2/TGP/TRP), tailings facilities, new explosives storage facilities, water supply and distribution system with associated storage dams, power supply and distribution system, laboratory, fuel storage and delivery system, reverse-osmosis water treatment plant, health-safety-training offices, mine rescue area, storage sheds, mine waste storage area, miscellaneous waste storage facilities, and engineering offices. The concentrate is shipped by truck to port facilities located at Bunbury 90 km to the east of the Project. These facilities are in place and functional. An abandoned rail line is present north of the project but not currently used.

Several modifications to the infrastructure are currently in construction or planned. An upgraded 132 kV power line will be placed in service by 2023. A new Mine Service Area (MSA) will be constructed and operating in mid-2023 to provide mine heavy and light equipment maintenance facilities and technical services offices as the existing MSA will be impacted by the planned pit progression. A mine access road will be added to reduce truck traffic through Greenbushes. The warehouse and laboratories are planned to be expanded. The tailings facilities are being expanded with the addition of a new two cell facility known as TSF4 located adjacent to and south of the existing TSF2 and TSF1 facilities. TSF1 will be expanded late in the mine life to meet tailings storage needs. The waste rock facilities will continue to expand on the west side of the pit toward the highway and south toward the permit boundary adjacent to TSF4. A new mine village will be constructed starting in 2023 to provide additional housing. It is expected to be completed in Q1 2024.

1.9Environmental Studies, Permitting, and Plans, Negotiations, or Agreements with Local Individuals or Groups

The Project has been in operation as a hard rock mine since 1983 and is fully permitted for its current operations. The Project is in the process of obtaining further approvals for expansion; however, consideration of the expansion has been excluded from this evaluation, as detailed assessment information is not yet available. Talison holds the mining rights to lithium at the Project and Global Advanced Metals (GAM) holds the rights to non-lithium minerals. GAM processes tantalum and tin extracted by Talison during mining activities within the Project area under their own operating license and GAM are, therefore, responsible for the environmental management of their premises. Under agreement, Talison provides services to GAM consisting of laboratory analyses and environmental reporting, and shared use of some water circuit infrastructure.

Environmental Study Results

The Project is in the southwest of Western Australia in the Shire of Bridgetown-Greenbushes. The town of Greenbushes is located on the northern boundary of the mine. The majority of the Project is within the Greenbushes Class A State Forest (State Forest 20) which covers 6,088 ha and is managed by the Department of Biodiversity, Conservation and Attractions (DBCA) as public reserve land under the Conservation and Land Management Act 1984 (CALM Act). The DBCA manages State Forest 20 in accordance with the Forest Management Plan 2014-2023, that aims to maintain the overall area of native forest and plantation available for forest produce, including biodiversity and ecological integrity. The remaining land in the Project area is privately owned.


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During development and subsequent modifications to the mine, environmental studies and impact assessments have been completed to support project approval applications, including studies related to:

•Flora and vegetation

•Terrestrial and aquatic fauna

•Surface water and groundwater

•Material characterization (geochemistry)

•Air quality and greenhouse gas assessment

•Noise, vibration and visual amenity

•Cultural Heritage

Environmental Management and Monitoring

The Project operates under approvals that contain conditions for environmental management that include waste and tailings disposal, site monitoring, and water management. Primary approvals are authorized under the federal Environment Protection and Biodiversity and Conservation Act of 1999 (EPBC Act), the Environmental Protection Act of 1986 (EP Act) including the environmental impact assessment approval for the proposed mine expansion (Ministerial Statement 1111), the operation of a prescribed premises (License L4247/1991/13), approval for the construction and commissioning of a prescribed premises for the proposed mine expansion (W6283/2019/1), and under the Mining Act of 1978, under an approved Mine Closure Plan (Reg ID 60857) and several Mining Proposals (section 17.3) conditions.

Specific requirements for compliance and ambient monitoring are defined in the License (L4247/1991/13) and Works Approval (W6283/2019/1). The monitoring results must be reported to the regulators (DWER and DMIRS) on an annual basis and include point source emissions to surface water, including discharge and seepage locations, process water monitoring, permitted emission points for waste discharge to surface water, ambient surface water quality and ambient groundwater quality monitoring, ambient surface water flow and each spring, complete an ecological assessment of four sites upstream and six sites downstream of the Norilup Dam.

Project Permitting Requirements

Australia has a robust and well-developed legislative framework for the management of the environmental impacts from mining activities. Primary environmental approvals are governed by the federal EPBC Act and the environmental impact assessment process in Western Australia is administered under Part IV of the EP Act. Additional approvals in Western Australia are principally governed by Part V of the EP Act and by the Mining Act, as well as several other regulatory instruments. Primary and other key approvals are discussed in Section 17.

Environmental Compliance

The Project has not incurred any significant environmental incidents (EPA, 2020). Through the end of 2022 there were 14 non-conformance events reported to regulators.

The Project is responsible for contamination of five sites due to hydrocarbons and metals in soil, and elevated concentrations of metals in groundwater and surface water (Site IDs 34013, 73571, 73572, 75019, and 75017). These sites are classified as “Contaminated – Restricted use” and only permit commercial and industrial uses. This will need to be reviewed for final land use options for closure.


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Local Individuals and Groups

The mining tenure for the Project was granted in 1983 and, therefore, is not a future act as defined under the Native Title Act of 1993 (a 'future act' is an act done after the January 1, 1994, which affects Native Title). The Project is, therefore, not required to have obtained agreements with the local native title claimant groups.

The Project lies immediately south of the town of Greenbushes and maintains an active stakeholder engagement program and information sessions to groups such as the “Grow Greenbushes.” Senior mine management reside in the town. Talison promotes local education (the Greenbushes Primary School and tertiary sponsorships) and provides support community groups with money and services (allocated in the Environmental and Community budget).

Talison has two agreements in place with local groups:

•Blackwood Basin Group (BBG) Incorporated – offset management agreement whereby BBG have agreed to manage and improve the condition of native vegetation for the purpose of the Black Cockatoo offset requirements.

•Tonebridge Grazing Pty Ltd. – site conservation agreement for the protection and improvement of native vegetation to protect Black Cockatoo habitat.

Mine Closure

Talison has a mine closure plan submitted and approved by DMIRS on 23 February 2017, with their costs updated in October 2016.

Western Australia does not require a company to post performance or reclamation bonds. All tenement holders in Western Australia are required to annually report disturbance and to make contributions to a pooled fund based on the type and extent of disturbance under the Mining Rehabilitation Fund Act of 2012 (MRF Act). The pooled fund can be used by the Department of Mines, Industry Regulation and Safety (DMIRS) to rehabilitate mines where the tenement holder/operator has failed to meet their rehabilitation obligations and finances have not been able to be recovered. The interest earned on the pooled fund is used for administration and to rehabilitate legacy abandoned mine sites.

A cost estimate for immediate (unplanned) closure of Greenbushes has been prepared by Talison using the Victorian Government Rehabilitation bond calculator (dpi-bond-calculator-24-feb-2011) as a template to assist them in identifying and costing the rehabilitation, decommissioning, and monitoring requirements for the Greenbushes site. The Victorian Government bond calculator uses predefined third-party unit rates based on the typical current market ‘third party rates’ as of July 2010, which may overestimate or underestimate closure costs for Western Australia. Talison has been escalating these unit rates since 2013.

The latest version of the closure cost estimate available for review was the 2020 draft estimate. It only includes the facilities that were on site at that time and does not include any future expansions. Changes to the site during 2020, and any future plans, are not included. This closure cost estimate totals AU$37,232,334 for Talison’s portion of the operation. GAM is responsible for closure for the remainder of the site. SRK understands that an updated model has been submitted to the authorities but as it has not been approved it is not reviewed as part of this report.


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The Victorian Government model used by Talison to estimate closure costs was designed in 2011 using 2010 rates. It does not use site-specific rates as is good industry practice. There is no documentation on the basis of the unit rates used in the Victorian model and the government of Victoria was unable to provide any information regarding the accuracy of the rates. Because of this, SRK cannot validate any of the unit rates used in the model or the overall closure cost estimate.

Furthermore, because closure of the site is not expected until 2056, the closure cost estimate represents future costs based on current site conditions. In all probability, site conditions at closure will be different than currently expected and, therefore, the current estimate of closure costs is unlikely to reflect the actual closure cost that will be incurred in the future.

Currently, the site must treat mine water collecting in the Southampton and Cowan Brook Dams prior to discharge due to elevated levels of arsenic and lithium in the water. The sources of elevated lithium and arsenic in the mine water circuit include dewatering water from the open pit. However, there has been no study to determine if water that will eventually collect in the pit or from any other point source and discharge will meet discharge water quality standards. Therefore, no assessment of the probability that post-closure water management or water treatment has been performed.

Additionally, contaminated seepage from TSF2 has recently been observed in the alluvial aquifer and is now being collected via French drains constructed along the toe of the embankment and conveyed to the water treatment plant. At this time, no studies have been conducted to determine the cause of the current seepage, the likelihood and duration of continued seepage, or the possibility that additional seepage could occur from the other TSF facilities.

If perpetual, or even long-term, treatment of water is required to comply with discharge requirements, the closure cost estimate provided by Talison could be materially deficient.

1.10Summary Capital and Operating Cost Estimates

Capital cost forecasts were developed in Australian dollars. The cost associated with the sustaining capital at the operation are presented in Figure 1-2. The total sustaining capital spend over life of mine is forecast at US$1.29 billion.


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Source: SRK

Figure 1-2: Sustaining Capital Profile (Tabular data in Table 19-12)


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Operating costs were forecast in Australian dollars and are categorized as mining, processing and SG&A costs. Mining costs include the costs to move the ore and waste material to waste dumps, stockpiles or plant feed locations. Processing costs include the costs to process the ore into a concentrate. SG&A costs include the general and administrative costs of running the operation and the selling expenses associated with the concentrate product. A summary of the life of mine average for mining, processing and SG&A costs is presented in Table 1-3.

Table 1-3: Life of Mine Operating Cost Averages


Category	Unit	Value
Mining Cost	US$/t mined	5.33
Processing Cost	US$/t processed	23.69
SG&A Cost	US$/t concentrate	64.70

Source: SRK, 2023

These costs are typically broken out into fixed and variable costs. A life of mine summary of the operating cost breakdown is presented in Figure 1-3 and Figure 1-4.


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Source: SRK, 2023

Figure 1-3: Life of Mine Operating Cost Profile (Tabular data in Table 19-12)


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Source: SRK

Figure 1-4: Life of Mine Operating Cost Summary

1.11Economics

Economic analysis, including estimation of capital and operating costs is inherently a forward-looking exercise. These estimates rely upon a range of assumptions and forecasts that are subject to change depending upon macroeconomic conditions, operating strategy and new data collected through future operations and therefore actual economic outcomes often deviate significantly from forecasts.

The Greenbushes operation consists of an open pit mine and several processing facilities fed primarily by the open pit mine. The operation is expected to have a 20 year life.

The economic analysis metrics are prepared on annual after tax basis in US$. The results of the analysis are presented in Table 1-4. The results indicate that, at a CIF China chemical grade concentrate price of US$1,500/t, the operation returns an after-tax NPV at 8% of US$13.2 billion (US$6.5 billion attributable to Albemarle). Note, that because the mine is in operation and is valued on a total project basis with prior costs treated as sunk, IRR and payback period analysis are not relevant metrics.


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Table 1-4: Indicative Economic Results (Albemarle)


LoM Cash Flow (Unfinanced)	Units	Value
Total Revenue	US$ million	25,653
Total Opex	US$ million	(5,162)
Operating Margin	US$ million	20,490
Operating Margin Ratio	%	80%
Taxes Paid	US$ million	(5,631)
Free Cashflow	US$ million	12,972
Before Tax
Free Cash Flow	US$ million	18,603
NPV at 8%	US$ million	9,048
After Tax
Free Cash Flow	US$ million	12,972
NPV at 8%	US$ million	6,455

Source: SRK

A summary of the cashflow on